BPHA FINANCE PLC £200,000,000 4.816 per cen t ...BPHA FINANCE PLC (incorporated in England and Wales with limited liability under the Companies Act 2006, registered number 8926923)£200,000,000

BPHA FINANCE PLC

(incorporated in England and Wales with limited liability under the Companies Act 2006, registered number 8926923)

£200,000,000 4.816 per cent. Secured Bonds due 2044

Issue Price: 100 per cent. The £200,000,000 4.816 per cent. Secured Bonds due 2044 (the Bonds) are issued by bpha Finance plc (the Issuer).

Application has been made to the Financial Conduct Authority in its capacity as competent authority (the UK Listing Authority) for the Bonds to be admitted to the Official List of the UK Listing Authority and to the London Stock Exchange plc (the London Stock Exchange) for the Bonds to be admitted to trading on the London Stock Exchange's regulated market. The London Stock Exchange's regulated market is a regulated market for the purposes of Directive 2004/39/EC (the Markets in Financial Instruments Directive).

An investment in the Bonds involves certain risks. For a discussion of these risks see "Risk Factors".

Subject as set out below, the net proceeds from the issue of the Bonds, or in the case of £60,000,000 in principal amount of the Bonds (the Retained Bonds) which will be immediately purchased by the Issuer on the Issue Date (as defined below) the net proceeds of the sale of the Bonds to a third party, will be advanced by the Issuer to bpha Limited (formerly known as Bedfordshire Pilgrims Housing Association Limited) (the Borrower) pursuant to a bond loan agreement between the Borrower and the Issuer to be dated on or around the Issue Date (the Loan Agreement) to be applied in accordance with the Borrower's charitable objects. The Funded Commitment (as defined in the Loan Agreement) may be drawn in one or more drawings, each in a principal amount up to an amount which corresponds to the sum of (i) the Minimum Value of the Initial Properties (as defined below) and (ii) the Minimum Value of any additional Properties (as defined below) which have been charged in favour of the Security Trustee (as defined below), for the benefit of the Issuer, (the Additional Properties) less the principal amount of all previous drawings in respect of the Funded Commitment. For so long as insufficient security has been granted by the Borrower in favour of the Security Trustee for the benefit of the Issuer to permit the drawing of the Funded Commitment in full or the Borrower has not otherwise drawn any part of the Funded Commitment, the amount of the Funded Commitment that remains undrawn shall be retained in a charged account (the Initial Cash Security Account) of the Issuer in accordance with the terms of the Account Agreement (and may be invested in Permitted Investments (as defined below)) (the Retained Proceeds). For the avoidance of doubt, in the event that the Borrower has not drawn any part of the Funded Commitment on the Issue Date, the Retained Proceeds at that date shall be the entire amount of the Funded Commitment. Any Retained Proceeds (including any net sale proceeds from a sale by the Issuer of Retained Bonds (less any Retained Bond Premium Amount (as defined below) once received by the Issuer) and any net issue proceeds from a further issue of Bonds pursuant to Condition 19 (Further Issues)) shall be advanced to the Borrower at a later date pursuant to the Loan Agreement, to the extent that Properties of a corresponding value have been charged in favour of the Security Trustee for the benefit of the Issuer and, if applicable, subject to the sale by the Issuer of Retained Bonds and/or the issue by the Issuer of further Bonds.

Interest on the Bonds is payable semi-annually in arrear in equal instalments on 11th April and 11th October (each an Interest Payment Date) in each year at the rate of 4.816 per cent. per annum, commencing on 11th October, 2014, as described in Condition 7 (Interest). Payments of principal of, and interest on, the Bonds will be made without withholding or deduction on account of United Kingdom taxes unless required by law. In the event that any such withholding or deduction is so required, the Issuer may opt to gross up payments due to the Bondholders in respect thereof as described in Condition 10 (Taxation).

The Bonds may be redeemed at any time upon the prepayment by the Borrower of the loan (the Loan) in whole or in part in accordance with the terms of the Loan Agreement at the higher of par and an amount calculated by reference to the sum of (i) the yield on the relevant outstanding United Kingdom government benchmark gilt having the nearest maturity to that of the Bonds and (ii) 0.50 per cent., together with accrued interest. The Bonds will also be redeemed in full at their principal amount, plus accrued interest, in the event of a mandatory prepayment of the Loan following the Loan becoming repayable as a result of a Borrower Default (as defined in the Loan Agreement) or in the event of any withholding or deduction on account of United Kingdom taxes being required and the Issuer not opting to pay (or having so opted to pay has notified the Bond Trustee (as defined below) of its intention to cease to pay) additional amounts in respect of such withholding or deduction. In addition, Bondholders shall have the option to require the Issuer to procure that a member of the Borrower Group purchases its Bonds at their principal amount, plus an amount equal to accrued interest, subject to and in accordance with Condition 9.5 (Bondholder Put Option) following the Borrower ceasing to be a Registered Provider of Social Housing for 180 consecutive days.

Unless previously redeemed, or purchased and cancelled, the Bonds will be redeemed at their principal amount on 11th April, 2044 (the Maturity Date).

The Borrower has been assigned a credit rating of "AA-" by Standard & Poor's Credit Market Services Europe Limited (S&P), and it is expected that the Bonds will also be rated "AA-" by S&P. These ratings may not reflect the potential impact of all risks related to the structure, market and other factors that may affect the value of the Bonds. A rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating organisation. S&P is established in the European Union and registered under Regulation (EC) No. 1060/2009 (as amended). As such S&P is included in the list of credit rating agencies published by the European Securities and Markets Authority on its website in accordance with such Regulation.

The Bonds will be issued in denominations of £100,000 and integral multiples of £1,000 in excess thereof.

The Bonds will initially be represented by a temporary global bond (the Temporary Global Bond), without interest coupons, which will be deposited on or about 11th April, 2014 (the Closing Date) with a common safekeeper for Euroclear Bank S.A./N.V. (Euroclear) and

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Clearstream Banking, société anonyme (Clearstream, Luxembourg). Interests in the Temporary Global Bond will be exchangeable for interests in a permanent global bond (the Permanent Global Bond and, together with the Temporary Global Bond, the Global Bonds), without interest coupons, on or after 21st May, 2014 (the Exchange Date), upon certification as to non-U.S. beneficial ownership. Interests in the Permanent Global Bond will be exchangeable for definitive Bonds only in certain limited circumstances. See "Form of the Bonds and Summary of Provisions relating to the Bonds while in Global Form".

Arranger Canaccord Genuity Limited

Joint Bookrunners Barclays Santander Global Banking & Markets

The date of this Prospectus is 31st March, 2014.

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This Prospectus comprises a prospectus for the purposes of Directive 2003/71/EC (the Prospectus Directive).

The Issuer accepts responsibility for the information contained in this Prospectus. To the best of the knowledge of the Issuer (having taken all reasonable care to ensure that such is the case) the information contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. The quotes and figures given by the Nationwide House Price Index referred to in the risk factor entitled "Housing Market Downturn Risk" in the section "Risk Factors" were obtained from www.nationwide.co.uk/hpi/. The Issuer confirms that such quotes and figures have been accurately reproduced and that, as far as the Issuer is aware and is able to ascertain from information published by Nationwide, no facts have been omitted which would render the reproduced figures inaccurate or misleading. The figures referred to in the Valuation Report in the sections entitled "The Property Market – General Market Summary", "Existing Use Value for Social Housing – Valuation Approach" and "Appendix 2 – Market Commentary" were obtained from the Halifax House Price Index, HM Revenue & Customs, the Homes and Communities Agency, Hometrack, the Nationwide House Price Index, the Royal Institution of Chartered Surveyors and Social Housing. The Issuer confirms that such figures have been accurately reproduced and that, as far as the Issuer is aware and is able to ascertain from information published by Halifax House Price Index, HM Revenue & Customs, the Homes and Communities Agency, Hometrack, the Nationwide House Price Index, the Royal Institution of Chartered Surveyors and Social Housing Magazine, no facts have been omitted which would render the reproduced figures inaccurate or misleading.

The Borrower accepts responsibility for the information contained in the sections "Description of the Borrower" and "Financial Statements of the Borrower", the information contained under the heading "Factors which may affect the Borrower's ability to fulfil its obligations under the Loan Agreement" in the section headed "Risk Factors" and the information relating to it under the headings of "Material or Significant Change" and "Litigation" in the section headed "General Information" and, to the best of its knowledge (having taken all reasonable care to ensure that such is the case), such information is in accordance with the facts and does not omit anything likely to affect the import of such information. The Borrower also accepts responsibility for the information contained in this Prospectus relating to the security created pursuant to the Legal Mortgages (as defined below) under the heading "Underlying Security" in the section headed "Overview", under the heading "Considerations relating to the Issuer Security and the Underlying Security" in the section headed "Risk Factors" and contained in the section headed "Description of the Legal Mortgages and the Security Trust Deed" and, to the best of its knowledge (having taken all reasonable care to ensure that such is the case), such information is in accordance with the facts and does not omit anything likely to affect the import of such information.

Savills Advisory Services Limited (the Valuer) accepts responsibility for the information contained in the section entitled "Valuation Report" and, to the best of its knowledge (having taken all reasonable care to ensure that such is the case), such information is in accordance with the facts and does not omit anything likely to affect the import of such information.

Save for the Issuer, the Borrower and the Valuer, no other person has independently verified any information contained herein. No representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by Canaccord Genuity Limited (the Arranger), Banco Santander, S.A. or Barclays Bank PLC (together with Banco Santander, S.A., the Joint Bookrunners) or Prudential Trustee Company Limited (the Bond Trustee) as to the accuracy or completeness of the information contained in this Prospectus or any other information provided by the Issuer or the Borrower in connection with the offering of the Bonds. None of the Arranger, the Joint Bookrunners or the Bond Trustee accepts any liability

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in relation to the information contained in this Prospectus or any other information provided by the Issuer in connection with the issue of the Bonds.

No person is or has been authorised by the Issuer, the Borrower, the Arranger, the Joint Bookrunners or the Bond Trustee to give any information or to make any representation not contained in or not consistent with this Prospectus or any other information supplied in connection with the offering of the Bonds and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer, the Borrower, the Arranger, the Joint Bookrunners or the Bond Trustee.

To the fullest extent permitted by law, none of the Arranger, the Joint Bookrunners or the Bond Trustee accepts any responsibility for the contents of this Prospectus or for any other statement made or purported to be made by it or on its behalf in connection with the Issuer, the Borrower or the issue and offering of the Bonds. Each of the Arranger, the Joint Bookrunners and the Bond Trustee 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 Bonds (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 Borrower, the Arranger, the Joint Bookrunners or the Bond Trustee that any recipient of this Prospectus or any other information supplied in connection with the Bonds should purchase any Bonds. Each investor contemplating purchasing any Bonds should make its own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer and the Borrower. Neither this Prospectus nor any other information supplied in connection with the offering of the Bonds constitutes an offer or invitation by or on behalf of the Issuer, the Borrower, the Arranger, the Joint Bookrunners or the Bond Trustee to any person to subscribe for or to purchase the Bonds.

Neither the delivery of this Prospectus nor the offering, sale or delivery of the Bonds shall in any circumstances imply that the information contained herein concerning the Issuer or the Borrower is correct at any time subsequent to the date hereof or that any other information supplied in connection with the offering of the Bonds is correct as of any time subsequent to the date indicated in the document containing the same. The Arranger, the Joint Bookrunners and the Bond Trustee expressly do not undertake to review the financial condition or affairs of the Issuer or the Borrower during the life of the Bonds or to advise any investor in the Bonds of any information coming to their attention.

The Bonds have not been and will not be registered under the United States Securities Act of 1933, as amended (the Securities Act) and are subject to U.S. tax law requirements. Subject to certain exceptions, the Bonds may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons. For a further description of certain restrictions on the offering and sale of the Bonds and on distribution of this document, see "Subscription and Sale" below.

This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Bonds in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. The distribution of this Prospectus and the offer or sale of Bonds may be restricted by law in certain jurisdictions. The Issuer, the Borrower, the Arranger, the Joint Bookrunners and the Bond Trustee do not represent that this Prospectus may be lawfully distributed, or that the Bonds may be lawfully offered or sold, in compliance with any applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for facilitating any such distribution or offering. In particular, no action has been taken by the Issuer, the Borrower, the

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Arranger, the Joint Bookrunners or the Bond Trustee which is intended to permit a public offering of any Bonds or the distribution of this Prospectus in any jurisdiction where action for that purpose is required. Accordingly, no Bonds may be offered or sold, directly or indirectly, and neither this Prospectus nor any advertisement or other offering material may be distributed or published in any jurisdiction, except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession this Prospectus or any Bonds may come must inform themselves about, and observe, any such restrictions on the distribution of this Prospectus and the offering and sale of Bonds. In particular, there are restrictions on the distribution of this Prospectus and the offer or sale of Bonds in the United States and the United Kingdom (see "Subscription and Sale").

Prospective purchasers of Bonds should ensure that they understand the nature of the Bonds and the extent of their exposure to risk, that they have sufficient knowledge, experience and access to professional advisers to make their own legal, tax, accounting and financial evaluation of the merits and the risks of investment in the Bonds and that they consider the suitability of the Bonds as an investment in light of their own circumstances and financial condition.

IN CONNECTION WITH THE ISSUE OF THE BONDS, BANCO SANTANDER, S.A. AND BARCLAYS BANK PLC AS STABILISING MANAGERS (THE STABILISING MANAGERS) (OR PERSONS ACTING ON BEHALF OF THE STABILISING MANAGERS) MAY OVER-ALLOT BONDS OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE BONDS AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, THERE IS NO ASSURANCE THAT THE STABILISING MANAGERS (OR PERSONS ACTING ON BEHALF OF THE STABILISING MANAGERS) WILL UNDERTAKE STABILISATION ACTION. ANY STABILISATION ACTION MAY BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE OFFER OF THE BONDS IS MADE AND, IF BEGUN, MAY BE ENDED AT ANY TIME, BUT IT MUST END NO LATER THAN THE EARLIER OF 30 DAYS AFTER THE ISSUE DATE OF THE BONDS AND 60 DAYS AFTER THE DATE OF THE ALLOTMENT OF THE BONDS. ANY STABILISATION ACTION OR OVER-ALLOTMENT MUST BE CONDUCTED BY THE STABILISING MANAGERS (OR PERSONS ACTING ON BEHALF OF THE STABILISING MANAGERS) IN ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES.

All references in this Prospectus to Sterling and £ refer to pounds sterling.

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CONTENTS

Clause Page Overview ................................................................................................................................................. 7 Structure Diagram of Transaction ......................................................................................................... 21 Risk Factors .......................................................................................................................................... 22 Conditions of the Bonds ........................................................................................................................ 37 Form of the Bonds and Summary of Provisions relating to the Bonds while in Global Form ............. 59 Use of Proceeds ..................................................................................................................................... 62 Description of the Loan Agreement ...................................................................................................... 63 Description of the Legal Mortgages and the Security Trust Deed ........................................................ 75 Description of the Account Agreement, the Custody Agreement and the Retained Bond Custody

Agreement ................................................................................................................................ 80 Description of the Issuer ....................................................................................................................... 86 Description of the Borrower ................................................................................................................. 88 Financial Statements of the Borrower ................................................................................................... 92 Valuation Report ................................................................................................................................. 193 Taxation .............................................................................................................................................. 271 Subscription and Sale .......................................................................................................................... 275 General Information ............................................................................................................................ 277

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OVERVIEW

The following overview does not purport to be complete and is taken from, and is qualified in its entirety by, the remainder of this Prospectus.

This overview must be read as an introduction to this Prospectus and any decision to invest in the Bonds should be based on a consideration of this Prospectus as a whole.

Words and expressions defined in "Conditions of the Bonds", "Form of the Bonds and Summary of Provisions relating to the Bonds while in Global Form" and "Description of the Loan Agreement" shall have the same meanings in this overview.

Issuer: bpha Finance plc

Description of the Bonds: £200,000,000 4.816 per cent. Secured Bonds due 2044 (the Bonds), to be issued by the Issuer on 11th April, 2014 (the Issue Date). £60,000,000 in principal amount of the Bonds will be immediately purchased by or on behalf of the Issuer on the Issue Date (the Retained Bonds).

Use of Proceeds: The net proceeds of the issue of the Bonds (or, in the case of the Retained Bonds, the net proceeds of the sale of the Bonds to a third party (after deduction of expenses payable by the Issuer)) will be on-lent by the Issuer to the Borrower.

Subject as described in "Initial Cash Security Account" below, the Issuer will lend such proceeds to the Borrower pursuant to the Loan Agreement to be applied in accordance with the charitable objects of the Borrower.

The Issuer may from time to time invest the funds held in the Initial Cash Security Account and the Ongoing Cash Security Account in Permitted Investments (as defined below) until such time as such funds are on-lent, or returned, to the Borrower pursuant to the Loan Agreement.

Issue Price: 100 per cent.

Form of Bonds: The Bonds will be issued in bearer form as described in "Form of the Bonds and Summary of Provisions relating to the Bonds while in Global Form".

Interest: The Bonds will bear interest at a fixed rate of 4.816 per cent. per annum payable semi-annually in arrear in equal instalments on 11th April and 11th October of each year, from (and including) the Issue Date to (but excluding) 11th April, 2044 (the Maturity Date), subject to adjustment in accordance with Condition 8.5 (Payment Day) (each, an Interest Payment Date).

Final Redemption: Unless previously redeemed or purchased and cancelled in accordance with Condition 9 (Redemption and Purchase), the

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Bonds will be redeemed at their principal amount on the Maturity Date.

Early Redemption: Subject as described in "Mandatory Early Redemption" below, the Bonds may be redeemed in whole or in part at any time upon the optional prepayment by the Borrower of the loan (the Loan) or any part thereof in accordance with the terms of the Loan Agreement at the higher of par and an amount calculated by reference to the sum of (i) the yield on the relevant outstanding UK Government benchmark conventional gilt having the nearest maturity to that of the Bonds and (ii) 0.50 per cent., together with accrued interest.

Early Redemption for Tax Reasons: The Issuer shall redeem the Bonds in whole, but not in part, at their principal amount, together with any interest accrued, if, as a result of any actual or proposed change in tax law, the Issuer determines that it would be required to make a withholding or deduction on account of tax in respect of payments to be made by it in respect of the Bonds and the Issuer does not opt to pay additional amounts pursuant to Condition 10.2 (No obligation to pay additional amounts) or, having so opted, notifies the Bond Trustee of its intention to cease paying such additional amounts.

Mandatory Early Redemption: If the Loan becomes repayable as a result of a Borrower Default the Bonds shall be redeemed in full at their principal amount, plus accrued interest.

A Borrower Default includes non-payment, breach of other obligations, cross-acceleration in an amount equal to or in excess of £10,000,000 or its equivalent in other currencies, winding-up, cessation of business, insolvency, unlawfulness and breach of the asset cover ratio, as set out in Clause 13 (Borrower Default) of the Loan Agreement and described further in "Description of the Loan Agreement".

Bondholder Put Option:

The Issuer shall notify the Bondholders in accordance with Condition 15 (Notices) promptly upon the Borrower ceasing to be a Registered Provider of Social Housing for a period of 180 consecutive days. Any Bondholder shall have the option (the Bondholder Put Option), within 30 days of such notice, to give an irrevocable notice to the Issuer requiring the Issuer to procure that a member of the Borrower Group purchases, on the Put Option Date, all of the Bondholder's remaining Bonds.

On the Put Option Date, the Issuer shall procure that a member of the Borrower Group purchases all Bonds of each Bondholder which has exercised the Bondholder Put Option, at their principal amount plus an amount equal to accrued interest to (but excluding) the Put Option Date.

Purchase: The Retained Bonds will be immediately purchased by the Issuer on the Issue Date.

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The Issuer, the Borrower and any other member of the Borrower Group may also purchase Bonds at any time in the open market or otherwise at any price.

Any Bonds so purchased by the Borrower or any other member of the Borrower Group may be surrendered to the Issuer for cancellation in consideration for an amount equal to the principal amount of the Bonds being surrendered being deemed to be prepaid under the Loan Agreement or, to the extent that the Loan is not then outstanding, an amount of the Undrawn Commitment (as defined below) equal to the Outstanding Balance of the Bonds surrendered being deemed to be cancelled.

Retained Bonds: Pursuant to the terms of the Retained Bond Custody Agreement, the Retained Bond Custodian will hold the Retained Bonds on the Issuer's behalf (see "Account Agreement, Custody Agreement and Retained Bond Custody Agreement" below), and the Issuer has instructed the Retained Bond Custodian to waive its rights to receive payments (of interest, principal or otherwise) on the Retained Bonds for so long as the Retained Bonds are held on the Issuer's behalf. Such waiver may not be revoked without the consent of the Bond Trustee.

Pursuant to the Bond Trust Deed, the Issuer has covenanted with the Bond Trustee that it will, immediately prior to a sale of any Retained Bonds by the Issuer, deliver to the Bond Trustee a certificate in writing signed by two directors of the Issuer addressed to the Bond Trustee confirming that, immediately following the sale of such Retained Bonds, the Borrower will be in compliance with the Asset Cover Test. For the purpose of giving such confirmation, the Issuer will require the Borrower to deliver a Retained Bond Compliance Certificate pursuant to the Loan Agreement, as described further in "Description of the Loan Agreement".

The Retained Bonds may only be held on the Issuer's behalf until (but not including) the date falling five years after the Issue Date, and the Issuer must therefore sell the Retained Bonds within that five-year period, or else any Retained Bonds that have not been so sold will be cancelled in accordance with Condition 9.10 (Cancellation of purchased or redeemed Bonds).

Events of Default: Following an Event of Default, the Bond Trustee may, and if so requested by the holders of at least one-fourth in principal amount of the Bonds then outstanding shall (subject to it being secured and/or indemnified and/or pre-funded to its satisfaction and, upon certain events, the Bond Trustee having certified to the Issuer that such event is, in its opinion, materially prejudicial to the interests of the Bondholders), give notice to the Issuer and the Bonds shall become immediately

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due and repayable.

The Events of Default include, inter alia, non-payment of any principal and interest due in respect of the Bonds, failure of the Issuer to perform or observe any of its other obligations under the Conditions and the Bond Trust Deed, insolvency, unlawfulness and acceleration, or non-payment, in respect of other indebtedness in an aggregate amount equal to or in excess of £10,000,000 (or its equivalent).

Upon the Bonds becoming repayable prior to the Maturity Date (other than as a result of a prepayment or termination of the Loan Agreement), the Borrower is required to prepay the Loan in full together with accrued interest and commitment fee to and including the date of redemption. The Borrower is also required to pay to the Issuer, within three Business Days of demand, the Issuer's reasonable costs, expenses and liabilities throughout the life of the Bonds.

Issuer Security: The Issuer's obligations in respect of the Bonds are secured pursuant to the Bond Trust Deed in favour of the Bond Trustee for the benefit of itself and the Bondholders and the other Secured Parties by the following (the Issuer Security):

(a) an assignment by way of security of the Issuer's rights, title and interest arising under the Loan Agreement, the Security Trust Deed, the Legal Mortgages, the Agency Agreement, the Custody Agreement and the Account Agreement, in each case to the extent they relate to the Bonds;

(b) a charge by way of first fixed charge over all moneys and/or securities from time to time standing to the credit of the Transaction Account, the Ongoing Cash Security Account, the Initial Cash Security Account and the Custody Account and all debts represented thereby; and

(c) a charge by way of first fixed charge over all sums held from time to time by the Paying Agents for the payment of principal or interest in respect of the Bonds.

Initial Cash Security Account: For so long as insufficient security has been granted by the Borrower in favour of the Security Trustee for the benefit of the Issuer to permit the drawing of the Funded Commitment in full or the Borrower has not otherwise drawn any part of the Funded Commitment, the amount of the Funded Commitment that remains undrawn shall be retained in a charged account (the Initial Cash Security Account) of the Issuer (and may be invested in Permitted Investments) in accordance with the terms of the Account Agreement and the Custody Agreement (the Retained Proceeds).

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For the avoidance of doubt, in the event that the Borrower has not drawn any part of the Original Commitment on the Issue Date, the Retained Proceeds at that date shall be the entire amount of the Original Commitment (less any amount which is to be funded by a sale of Retained Bonds). Any Retained Proceeds shall be advanced to the Borrower at a later date pursuant to the Loan Agreement to the extent that Properties of a corresponding value have been charged in favour of the Security Trustee for the benefit of the Issuer and, if applicable, subject to the sale by the Issuer of Retained Bonds.

Funds standing to the credit of the Initial Cash Security Account may: (a) be held on deposit, in which case they shall accrue interest at a rate notified from time to time by the Account Bank to the Issuer pursuant to the Account Agreement or (b) be invested in Permitted Investments in accordance with the Custody Agreement. See "Permitted Investments" below.

Pursuant to the Loan Agreement, the Borrower shall pay to the Issuer a commitment fee in respect of the Undrawn Commitment on each Loan Payment Date in an amount equal to (a) the aggregate of the interest payable by the Issuer under the Bonds on the following Interest Payment Date less (b) the interest received from the Borrower under the Loan Agreement on such Loan Payment Date and the interest otherwise received by the Issuer in respect of the Retained Proceeds during that period (including, but not limited to, any income received in respect of any Permitted Investments in which any Retained Proceeds are, for the time being, invested).

See "Description of the Loan Agreement" below.

Ongoing Cash Security Account: Pursuant to the Loan Agreement, the Borrower is required to procure that, inter alia, the specified asset cover ratio is maintained (see "Description of the Loan Agreement" below). In the event that the value of any Charged Property is insufficient to maintain the asset cover ratio, the Borrower may deposit moneys into the Ongoing Cash Security Account. Such moneys will be charged in favour of the Bond Trustee pursuant to the terms of the Bond Trust Deed.

Funds standing to the credit of the Ongoing Cash Security Account may: (a) be held on deposit, in which case they shall accrue interest at a rate notified from time to time by the Account Bank to the Issuer pursuant to the Account Agreement or (b) be invested in Permitted Investments in accordance with the Custody Agreement. See "Permitted Investments" below.

Moneys standing to the credit of the Ongoing Cash Security Account may be withdrawn (a) to be applied in the acquisition

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of Property to be charged in favour of the Security Trustee for the benefit of the Issuer or (b) to the extent that the asset cover ratio would not be breached immediately after such withdrawal.

Permitted Investments: Permitted Investments shall consist of:

(a) deposits with any United Kingdom bank or building society subject to such bank or building society having long term senior unsecured debt credit ratings of not less than "A" from S&P, "A" from Fitch Ratings Ltd (Fitch) and "A2" from Moody's Investors Service Limited (Moody's);

(b) deposits with any non-United Kingdom bank subject to such bank having long term senior unsecured debt credit ratings of not less than "AA" from S&P and "Aa2" from Moody's;

(c) full recourse debt instruments with a maturity no later than the earlier of (i) the date falling 5 years after the date of purchase and (ii) 11th April, 2044 that are issued by EU credit institutions having long term senior unsecured debt credit ratings of not less than "AAA" from S&P and "Aaa" from Moody's that are fully secured or "covered" by a pool of on-balance sheet collateral;

(d) securities with a maturity no later than the earlier of (i) the date falling 5 years after the date of purchase and (ii) 11th April, 2044 that are issued by supranational agencies having long term senior unsecured debt credit ratings of not less than "AAA" from S&P and "Aaa" from Moody's;

(e) money market funds having long term senior unsecured debt credit ratings of not less than "AAAm" from S&P, "Aaa-mf" from Moody's or "AAAmmf" from Fitch; and

(f) direct obligations of the United Kingdom or of any agency or instrumentality of the United Kingdom which are guaranteed by the United Kingdom with a maturity no later than the 11th April, 2044,

provided that (i) in all cases, such investment shall be an investment which is denominated in Sterling and (ii) in the case of (a) to (e), no more than £20,000,000 shall be deposited with any one institution or invested in any one security.

In the event that any Permitted Investments are sold to fund a drawing by the Borrower pursuant to the Loan Agreement and such sale results in a loss realised by the Issuer, such drawing to be made by the Issuer to the Borrower pursuant to the Loan

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Agreement shall be advanced in an amount equal to the Actual Advance Amount (as defined in the Loan Agreement) (which may be a discount to the principal amount requested).

In the event that any Permitted Investments are sold to fund an advance to the Borrower pursuant to the Loan Agreement and such sale results in a gain realised by the Issuer (such gain, the Permitted Investment Profit), the Issuer shall advance moneys to the Borrower at the principal amount requested and shall make a gift aid payment to the Borrower or a charitable member of the Borrower Group which is connected with the Borrower for the purposes of section 939G of the Corporation Tax Act 2010 (a Charitable Group Member) in an amount equal to the Permitted Investment Profit.

Immediately prior to the end of each accounting period, to the extent that the Issuer would otherwise be required to recognise a profit for tax purposes in respect of its Permitted Investments and/or Retained Bonds as a result of the movement in the fair value recognised in its accounts of such Permitted Investments and/or Retained Bonds for that accounting period, the Issuer shall sell Permitted Investments in an aggregate amount equal to the Accounting Profit (as defined in the Loan Agreement) and shall, in the same accounting period, make a gift aid payment to the Borrower or any Charitable Group Member in an amount equal to the Accounting Profit.

See "Description of the Loan Agreement – Facility".

Account Agreement, Custody Agreement and Retained Bond Custody Agreement:

The Issuer has appointed The Bank of New York Mellon, London Branch as its Account Bank pursuant to the Account Agreement, its Custodian pursuant to the Custody Agreement and its Retained Bond Custodian in respect of the Retained Bonds pursuant to the Retained Bond Custody Agreement.

Pursuant to the Account Agreement, the Account Bank shall maintain three accounts for the Issuer in respect of the Bonds: the Transaction Account, the Initial Cash Security Account and the Ongoing Cash Security Account. Pursuant to the Account Agreement and the Bond Trust Deed, the Issuer has entered into certain covenants in respect of the moneys which may be credited to and debited from each Account.

Pursuant to the Custody Agreement, the Custodian shall, subject to receipt of such documents as it may require, open the Custody Account (consisting of the Ongoing Cash Security Custody Sub-Account, the Initial Cash Security Custody Sub-Account, the Ongoing Cash Security Cash Sub-Account and the Initial Cash Security Cash Sub-Account). The Issuer has authorised the Custodian to make payments and delivery out of the Custody Account only for the purpose of any acquisition or sale of Permitted Investments or as set out therein as directed by the Issuer.

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Pursuant to the Retained Bond Custody Agreement, the Retained Bond Custodian shall, subject to receipt of such documents as it may require, open the Retained Bond Custody Account (consisting of the Retained Bond Custody Sub-Account and the Retained Bond Cash Sub-Account). The Retained Bond Custodian has agreed not to effect a transfer of any Retained Bonds except with the prior written consent of the Bond Trustee, and the Issuer has authorised the Retained Bond Custodian to make other payments and delivery out of the Retained Bond Custody Account only as set out therein.

See "Description of the Account Agreement, the Custody Agreement and the Retained Bond Custody Agreement" below.

Underlying Security: Pursuant to the Legal Mortgages and the Security Trust Deed, the Borrower has created first legal mortgages over all of the Borrower's right, title and interest from time to time in the Charged Property (as defined in the Loan Agreement) in favour of the Security Trustee for the benefit of itself and the Issuer (the Underlying Security), provided that, until a Borrower Default has occurred and is outstanding, the Borrower shall be entitled to exercise all its rights under or in connection therewith.

The Issuer has secured its rights, title and interest in respect of the Underlying Security in favour of the Bond Trustee pursuant to the Bond Trust Deed.

See "Description of the Legal Mortgages and the Security Trust Deed" below.

Addition, substitution and release of Charged Properties:

The Security Trust Deed provides that the Security Trustee, the Borrower and the Issuer shall agree the allocation of properties which shall comprise the Issuer's Designated Security in respect of the Loan Agreement. All properties which are not Designated Security shall form the Undesignated Security.

Pursuant to the Loan Agreement, the Borrower has agreed that it shall not enter into any further Legal Mortgage in respect of any Property for the benefit of the Issuer (or allocate any Property as part of the Issuer's Designated Security), unless, in respect of such security, it provides to the Issuer and the Security Trustee a completed Additional Property Certificate confirming that, inter alia, the proposed Additional Properties are residential properties of a type and nature that are usually owned by Registered Providers of Social Housing, Full Valuation Reports in respect of each Additional Property, a Certificate of Title in respect of each tranche of Additional Properties charged and the other Additional Property conditions precedent set out in the Loan Agreement.

At the request and expense of the Borrower, the Security

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Trustee shall (subject to receiving an amended Designated Properties Schedule from, inter alios, the Borrower and the Issuer in accordance with the Security Trust Deed) release from the relevant Security Documents (and/or reallocate, if applicable) such of the Properties forming part of the Issuer's Designated Security and substitute such of the Properties as may be selected by the Borrower, provided that the Borrower satisfies the conditions precedent specified in the Loan Agreement in relation to the Substitute Properties. Such conditions precedent include, inter alia, a completed Substitute Property Certificate certifying, inter alia, that each Substitute Property is a residential property of a type and nature that is usually owned by Registered Providers of Social Housing, that, immediately following such release (and/or reallocation, if applicable), the Asset Cover Test will not be breached as a result of the substitution of the relevant Properties and that no Event of Default or Potential Event of Default has occurred and is continuing, a Valuation in respect of each Substitute Property and a Certificate of Title in respect of the Substitute Properties.

At the request and expense of the Borrower, the Security Trustee shall release (subject to receiving an amended Designated Properties Schedule from, inter alios, the Borrower and the Issuer in accordance with the Security Trust Deed) from the relevant Security Documents (and/or reallocate, if applicable) from the relevant Security Documents (and/or reallocate, if applicable) such Properties forming part of the Issuer's Designated Security as may be selected by the Borrower, provided that the Borrower delivers to the Issuer and the Security Trustee a completed Property Release Certificate, certifying that, immediately following such release (and/or reallocation, if applicable), the Asset Cover Test will not be breached as a result of the release (and/or reallocation, if applicable) of such part of the security and that no Event of Default or Potential Event of Default has occurred and is continuing.

Notwithstanding the above, where any disposal is a Statutory Disposal the Borrower shall have the right to withdraw such Property from the Issuer's Designated Security. In such circumstances the Borrower is obliged to deliver, as soon as reasonably practicable after it has received notice of such Statutory Disposal, a completed Statutory Disposal Certificate to the Issuer and the Security Trustee certifying that the relevant withdrawal relates to a Statutory Disposal and, if the Statutory Disposal would result in a breach of the Asset Cover Test, confirming that it shall procure that additional Properties are charged pursuant to the Security Trust Deed and/or agree with the Security Trustee an adjustment to the Issuer's Designated Security and/or moneys are deposited into the Ongoing Cash Security Account, in accordance with the Loan Agreement, such that any breach of the Asset Cover Test will

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be cured.

Enforcement of the Underlying Security and the Issuer Security:

Following a Borrower Default, the Issuer may declare the Underlying Security immediately enforceable and/or declare the Loan immediately due and repayable. Pursuant to the Security Trust Deed, the Security Trustee shall only be required to take action to enforce or protect the security in respect of the Loan Agreement if so instructed in writing by the Issuer (and then only if it has been indemnified and/or secured to its satisfaction).

The Issuer has assigned its rights under, inter alia, the Legal Mortgages and the Security Trust Deed, and, pursuant to Condition 6.3, has covenanted not to take any action or direct the Security Trustee to take any action pursuant thereto except with the prior consent of the Bond Trustee. The Bond Trustee may, but is not obliged to, seek the consent of the Bondholders in accordance with the Bond Trust Deed prior to giving any such consent.

In enforcing the Issuer Security (including the Issuer's rights, title and interests in the Legal Mortgages and the Security Trust Deed insofar as they relate to the Bonds) the Bond Trustee may act in its discretion. It is, however, required to take action, pursuant to Condition 12.2, where so directed by the requisite majority of the Bondholders provided, however, that it is secured and/or indemnified and/or pre-funded to its satisfaction.

See "Description of the Legal Mortgages and the Security Trust Deed" below.

Priorities of Payments: Prior to the enforcement of the Issuer Security, the Issuer shall apply the moneys standing to the credit of the Transaction Account on each Interest Payment Date and such other dates on which a payment is due in respect of the Bonds in the following order of priority (the Pre-enforcement Priority of Payment):

(a) first, in payment of any taxes due and owing by the Issuer to any taxing authority (insofar as they relate to the Bonds);

(b) second, in payment of any unpaid fees, costs, charges, expenses and liabilities incurred by the Bond Trustee and any Appointee (including remuneration payable to it and any Appointee) in carrying out its functions under the Bond Trust Deed;

(c) third, in payment of any unpaid fees, expenses and liabilities of the Issuer owing to the Paying Agents under the Agency Agreement, the Account Bank under the Account Agreement, the Custodian under the Custody Agreement and the Retained Bond

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Custodian under the Retained Bond Custody Agreement on a pro rata and pari passu basis;

(d) fourth, in payment of any other unpaid fees, expenses and liabilities of the Issuer (in so far as they relate to the Bonds) on a pro rata and pari passu basis;

(e) fifth, in payment, on a pro rata and pari passu basis, to the Bondholders of any interest due and payable in respect of the Bonds;

(f) sixth, in payment, on a pro rata and pari passu basis, to the Bondholders of any principal due and payable in respect of the Bonds;

(g) seventh, in payment to the Borrower of any amount due and payable under the terms of the Loan Agreement; and

(h) eighth, in payment of any Permitted Investment Profit, Accounting Profit or Retained Bond Premium Amount, as the case may be, to any Charitable Group Member.

Following the enforcement of the Issuer Security, all moneys standing to the credit of the Transaction Account, the Ongoing Cash Security Account and the Initial Cash Security Account and the net proceeds of enforcement of the Issuer Security shall be applied in the following order of priority (the Post-enforcement Priority of Payment):

(a) first, in payment of any unpaid fees, costs, charges, expenses and liabilities incurred by the Bond Trustee or any Appointee in preparing and executing the trusts under the Bond Trust Deed (including the costs of realising any Issuer Security and the Bond Trustee's and such Appointee's remuneration);

(b) second, in payment of all amounts owing to the Paying Agents under the Agency Agreement, the Account Bank under the Account Agreement, the Custodian under the Custody Agreement and the Retained Bond Custodian under the Retained Bond Custody Agreement on a pro rata and pari passu basis;

(c) third, in payment, on a pro rata and pari passu basis, to the Bondholders of any interest due and payable in respect of the Bonds;

(d) fourth, in payment, on a pro rata and pari passu basis, to the Bondholders of any principal due and payable in respect of the Bonds;

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(e) fifth, in payment of any other unpaid fees and expenses of the Issuer (in each case insofar as they relate to the Bonds) on a pro rata and pari passu basis;

(f) sixth, in payment to the Borrower of any amount due and payable under the terms of the Loan Agreement; and

(g) seventh, in payment of any Permitted Investment Profit, Accounting Profit or Retained Bond Premium Amount, as the case may be, to any Charitable Group Member.

Status of the Bonds: The Bonds and Coupons will constitute direct, secured, unsubordinated obligations of the Issuer and will rank pari passu among themselves.

Covenants: Pursuant to Condition 6 (Covenants), the Issuer has covenanted not to engage in any activity or do anything other than carry out the business of a company which has as its purpose raising finance and on-lending such finance for the benefit of the Borrower or another charitable Registered Provider of Social Housing that is a member of the Borrower Group or perform any act incidental to or necessary in connection with the aforesaid, without the consent of the Bond Trustee.

The Issuer has also covenanted to deliver to the Bond Trustee and, upon request by a Bondholder to the Issuer, to make available to any of the Bondholders, a copy of the Compliance Certificates and Security Adjustment Certificates received from the Borrower pursuant to the terms of the Loan Agreement and a copy of the consolidated annual reports of the Borrower following publication of the same. In addition to the rights of Bondholders to convene a meeting pursuant to Condition 17 (Meetings of Bondholders, Modification and Waiver), at the request of the requisite majority of the Bondholders, the Issuer shall hold a meeting of the Bondholders to discuss the financial position of the Issuer and the Borrower Group, provided that the Issuer shall not be required to hold any such meeting more than once in any calendar year .

In addition, the Issuer has covenanted that, for so long as any of the Bonds remain outstanding, it shall not consent to any waiver, amendment or modification of, or take any action or direct the Security Trustee to take any action pursuant to, the Loan Agreement, the Legal Mortgages or the Security Trust Deed except with the prior consent of the Bond Trustee. The Bond Trustee may seek the consent of the Bondholders in accordance with the Bond Trust Deed prior to giving any such consent.

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Taxation: All payments in respect of the Bonds will be made without withholding or deduction for or on account of any taxes unless a tax deduction is required by law. In the event that any such withholding or deduction is required, the Issuer may at its option, but will not be obliged to, pay to Bondholders such additional amounts as may be necessary in order that the net amounts received by the Bondholders after such withholding or deduction will equal the amounts of principal and interest which would have been received in respect of the Bonds in the absence of such withholding or deduction. In the event that the Issuer does not opt to pay, or opts to pay and thereafter notifies the Bond Trustee and the Bondholders of its intention to cease paying, such additional amounts the Bonds shall be redeemed at their principal amount, together with any accrued interest, in accordance with Condition 9.3 (Early Redemption for Tax Reasons).

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

Risk Factors: There are certain factors that may affect the Issuer's ability to fulfil its obligations under the Bonds. These are set out under "Risk Factors" below and include factors which may affect the Issuer's and/or the Borrower's ability to fulfil their obligations under the Bonds, the Loan Agreement and/or the Legal Mortgages, respectively, factors which are material for the purpose of assessing the market risks associated with the Bonds, risks relating to the security for the Bonds and risks relating to the market generally.

See "Risk Factors" below.

Rating: It is expected that the Bonds will be rated "AA-" by S&P. S&P is established in the European Union and registered under Regulation (EC) No. 1060/2009 (as amended). As such S&P is included in the list of credit rating agencies published by the European Securities and Markets Authority on its website in accordance with such Regulation.

Listing and admission to trading: Application has been made to the UK Listing Authority for the Bonds to be admitted to the Official List and to the London Stock Exchange for the Bonds to be admitted to trading on the London Stock Exchange's regulated market.

Arranger: Canaccord Genuity Limited

Joint Bookrunners Banco Santander, S.A. Barclays Bank PLC

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Principal Paying Agent: The Bank of New York Mellon, London Branch

Account Bank: The Bank of New York Mellon, London Branch

Custodian: The Bank of New York Mellon, London Branch

Retained Bond Custodian: The Bank of New York Mellon, London Branch

Bond Trustee: Prudential Trustee Company Limited

Security Trustee: Prudential Trustee Company Limited

Borrower: bpha Limited (formerly known as Bedfordshire Pilgrims Housing Association Limited)

Selling Restrictions: There are restrictions on the offer, sale and transfer of the Bonds in the United States and the United Kingdom, see "Subscription and Sale".

Governing Law: The Bonds and any non-contractual obligations arising out of or in connection with them shall be governed by, and construed in accordance with, English law.

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STRUCTURE DIAGRAM OF TRANSACTION

A8.3.1

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RISK FACTORS

The Issuer believes that the following factors (which include factors which may affect the ability of the Borrower to fulfil its obligations under the Loan Agreement) may affect its ability to fulfil its obligations under the Bonds. Most of these factors are contingencies which may or may not occur and the Issuer is not in a position to express a view on the likelihood of any such contingency occurring.

In addition, factors which are material for the purpose of assessing the market risks associated with the Bonds issued are also described below.

The Issuer believes that the factors described below represent the principal risks inherent in investing in the Bonds, but the inability of the Issuer to pay interest, principal or other amounts on or in connection with the Bonds may occur for other reasons which may not be considered significant risks by the Issuer based on information currently available to it or which it may not currently be able to anticipate. This section is not intended to be exhaustive and prospective investors should also read the detailed information set out elsewhere in this Prospectus and reach their own views prior to making any investment decision. If any of the following risks actually materialise, the Issuer's and/or the Borrower's business, financial condition and prospects could be materially and adversely affected. No assurance can be given that prospective Bondholders will receive full and/or timely payment of interest and principal or ultimate recovery in relation to the Bonds.

Factors which may affect the Issuer's ability to fulfil its obligations under the Bonds

Special Purpose Vehicle Issuer: The Issuer is a special purpose finance entity with no business operations other than the incurrence of financial indebtedness, including the issuance of the Bonds. As at the date of this Prospectus, the Issuer's only source of income is moneys received from the Borrower under the Loan Agreement and, as such, the Issuer is entirely dependent upon receipt of funds received from the Borrower in order to fulfil its obligations under the Bonds.

Credit Risk: The Issuer, and therefore payments by the Issuer in respect of the Bonds, will be subject to the credit risk of the Borrower. The Issuer will be subject to the risk of delays in the receipt, or risk of defaults in the making, of payments due from the Borrower in respect of the Loan Agreement. Delays in the receipt of payments due from the Borrower under the Loan Agreement could adversely affect the ability of the Issuer to fulfil its payment obligations under the Bonds.

Effect of Losses on Loan on Interest Payments and Repayments on the Bonds: There can be no assurance that the levels or timeliness of payments of collections received in respect of the Loan will be adequate to ensure fulfilment of the Issuer's obligations in respect of the Bonds on each Interest Payment Date or on the Maturity Date. In addition, a default under the Loan Agreement could ultimately result in the enforcement of the Underlying Security. The proceeds of any such enforcement may be insufficient to cover the full amount due from the Borrower resulting in a shortfall in funds available to the Issuer to repay the Bonds.

Factors which may affect the Borrower's ability to fulfil its obligations under the Loan Agreement

Welfare Reform: A proportion of the rent received by the Borrower is derived from housing benefit payable by local authorities. If there is a reduction or termination by the Government of housing benefit, then this may, accordingly, have an adverse impact on the payment of rent, as the tenants would have to pay a higher proportion of the rent themselves. Payments of housing benefit by local authorities may be delayed as a result of, among other things, the need to establish a new claimant's entitlement thereto. The receipt of rental payments by the Borrower, as landlord, may be delayed by

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the failure of the claimant to regularly pay rent which is due in addition to the housing benefit and/or, in circumstances where the housing benefit is not paid direct to the landlord, a failure to pass on the housing benefit payments to the landlord.

The Welfare Reform Act 2012, which received royal assent on 8th March, 2012, sets out significant changes in the provision of welfare benefits. The Act provides for the introduction of a number of reforms including a total household benefit cap, which has been set at £26,000 per year for couples and lone parents, and £18,200 per year for single people without children as from mid-April 2013. The Government's updated impact assessment on the introduction of the benefit cap indicates that around 56,000 households will have their benefits cut by the new policy in 2013/2014 and 58,000 households will have their benefits cut by the new policy in 2014/2015.

A new occupation size criteria for working age tenants occupying social housing and in receipt of housing benefit has also been introduced (initially as an amendment to the existing Housing Benefit Regulations, but there are provisions with the same effect contained within the draft Universal Credit Regulations 2013 and, as such, no change to the operation of the occupation size criteria would occur if the Housing Benefit Regulations came into force as drafted).

The new arrangements allow each of certain defined categories of people (such defined categories being (a) a couple, (b) an adult (over 16), (c) two children of the same sex, (d) two children under the age of 10, (e) any other child and (f) a non-resident overnight carer) to be entitled to one bedroom. Where a household has one extra bedroom, their housing benefit will be reduced by 14 per cent. Where there are two or more extra rooms the reduction will be 25 per cent. The Government's impact assessment published in mid-2012 indicated that around 660,000 claimants were expected to be affected by the new measure and some households are expected to go into arrears as a result of this reduction in housing benefit entitlement, which may have a knock-on effect on levels of rent arrears for Registered Providers of Social Housing.

Universal Credit is currently in an extended pathfinder stage. It also commenced its current rollout phase in October 2013 and this is expected to be completed in March 2014. It will be a single means-tested benefit paid to those of working age (in and out of work) which will include an amount in respect of housing costs which will replace housing benefit. Currently housing benefit can be paid directly to Registered Providers of Social Housing as long as tenant consent has been obtained and it has been acknowledged by the Government that some households may go into rent arrears as a consequence of the introduction of Universal Credit and the related plans to introduce direct payment of the housing element of Universal Credit to claimants as the default position. In order to allay the fears of Registered Providers of Social Housing and their lenders, the Department of Work and Pensions (the DWP) has agreed to safeguard landlords' income by putting in place protection mechanisms to allow for the payment of rent direct to landlords if tenants are vulnerable or fall into arrears of rent above a certain level. The DWP has set up a support and exceptions working group to look at which vulnerable claimants will fall within the support group and will be assessing the results of the pilot projects to identify the approach to arrears, which could be based on the length of time for which arrears have been outstanding or the amount of arrears. Changes to the structure of the benefit system (including any system of monthly in arrear payments of the housing component of Universal Credit to tenants) may affect the ability of claimants of housing benefit to pay their rent and thereby affect the ability of the Borrower to meet its payment obligations under the Loan Agreement on a timely basis.

Whilst existing social tenancies and rent levels remain unchanged, the Regulatory Framework for social housing in England from April 2012 issued by the Homes and Communities Agency (HCA) in its capacity as social housing regulator, introduced a new category of social housing rent level that allows Registered Providers of Social Housing to let properties with rents up to a maximum of 80 per cent. of the market rent level on both newly developed stock and on new lettings of a proportion of existing stock as long as there is a development programme in place with the HCA. This new rent

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policy is known as Affordable Rent. There is a risk that those tenants on Affordable Rent will find it harder to pay their rent and that this may have a corresponding effect on the ability of the Borrower to meet its payment obligations under the Loan Agreement on a timely basis.

As a result of the reforms proposed by the Government, certain rating agencies have published their reports which comment on the likely effect, and Moody's Investors Service Limited has downgraded the credit ratings of many Registered Providers of Social Housing and some councils. The reports highlight that changes to the sector and proposed changes to the benefits system are significant. These changes may increase the risks associated with an investment in the Bonds. However, it should be noted in this respect that S&P have issued a credit rating of "AA-" in respect of the Borrower and is expected to issue a credit rating of "AA-" in respect of the Bonds.

Welfare reform represents a change in the operating environment for the Borrower and potentially introduces several risks to its net income. These include potential increases in the amount of arrears and bad debts, increased rent collection times and an additional length of time to fill void properties where the under-occupation reform may impact.

The Borrower has the following mechanisms in place to mitigate these risks:

there is a robust arrears recovery process in place with rent arrears, as at 31st January, 2014, equating to 3.67% of annual rent roll;

the Borrower employs a financial inclusion team, which includes dedicated employment support and money & debt advice officers, who provide appropriate financial guidance to tenants;

the Borrower has identified and approached all under occupiers to help find solutions such as mutual exchanges and transfers, adopting a flexible approach to arrears to allow people to downsize;

the Borrower has carried out an impact assessment of the benefit cap and has identified that, as at 31st January, 2014, only 21 of the Borrower's tenants were affected by the benefit cap;

the Borrower's tenant profile indicates that more than half of its tenants do not receive housing benefit and therefore will not be affected by the introduction of Universal Credit. As at 31st January, 2014, less than 20 per cent. of the Borrower's tenants received full housing benefit, but these tenants may be affected to a greater extent by the Universal Credit reforms;

checks are made on all new tenants of affordable housing to ensure they meet affordability criteria; and

the Borrower has made prudent assumptions as to the long term impact of welfare reform in its financial plan.

Rental Growth Risk: Government regulations mean that rental income in England can be increased each year in April by reference to the Retail Price Index (RPI) for the September of the preceding year plus 0.5 per cent. plus £2 per week. In April 2011 the Government implemented plans to increase welfare benefits (including housing benefit) in line with the Consumer Price Index (CPI) rather than RPI. The CPI is typically lower than RPI and does not currently include housing costs.

On 26th June, 2013 the Chancellor announced that social rents in England will increase in line with the CPI plus one per cent. from 2015 until 2025. This formula will replace the current formula of RPI plus 0.5 per cent. plus £2. There is no certainty as to the likely permitted annual increase in rents after 2025. This future uncertainty in rental income increases post 2025 could affect the Borrower's ability

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to meet its payment obligations on a timely basis under the Loan Agreement and/or its other debt financing arrangements. This risk is partly mitigated by the fact that the majority of the Borrower’s properties are already at target rent and therefore the loss of the plus £2 would not have a material detrimental impact on the Borrower.

Housing Grant Risk: The Borrower receives grant funding from a variety of sources, including the HCA, the government housing and regeneration agency that provides funding for affordable housing development in England. Due to the nature of grant funding, there is a risk that the amount of funding available and the terms of grants will vary. Following approval of a grant there is a risk that the HCA may revise the terms of a grant and reduce entitlement, suspend or cancel any instalment of such a grant. In certain circumstances, set out in the HCA regulatory framework, including but not limited to, failure to comply with conditions associated with the grant or a disposal of the property funded by a grant, the grant may be required to be repaid or reused. Any such reduction in, withdrawal of, repayment or re-use of grant funding could adversely impact the future development plans of the Borrower.

The Borrower's housing development programme for the five years ending 31st March, 2019 is expected to cost £138.6 million net of asset sales. Of this, £14.9 million (10.7 per cent.) is expected to be financed from social housing grants.

Since 2005, bids for social housing grants to supply new affordable housing have been accepted from unregistered bodies in addition to Registered Providers of Social Housing. This includes private developers and arm's length management organisations established by local authorities. One of the aims of the measure was to increase competition. In September 2008, as part of a package of measures announced to stimulate the housing market and deliver new social housing, the previous Government announced that local authorities who directly manage houses will also be invited to bid for grants.

In 2010 the Government announced a new funding framework – the 2011-2015 Affordable Homes Programme (the Framework). The Framework largely replaced the previous social housing grant programme, although outstanding grants agreed under the previous arrangements will be paid to Registered Providers of Social Housing. The Framework is designed to offer more flexibility to Registered Providers of Social Housing, enabling them to use existing assets to support new development programmes, and to offer a wider range of housing options to people accessing social housing.

Under the Framework, the level of Government grant has been reduced significantly. To compensate for this, Registered Providers of Social Housing are able to charge Affordable Rents which are capped at 80 per cent. of market rents and, as such, are generally higher than existing target social housing rents. This additional rental income can be used to service additional funding requirements as a result of the reduced grant levels. The consequence of this for Registered Providers of Social Housing is an increase in debt and gearing levels, the scale of which varies depending on the areas of operation.

The 2015-2018 Affordable Homes Programme (the New Framework) was launched in January 2014. The primary change brought about under the New Framework is that all of the available funding will not be allocated from the outset. Instead, up to 75 per cent. will be allocated, with the remainder being made available via on-going market engagement. This will allow bidders the opportunity to bid for the remaining funding for development opportunities as these arise during the programme, where those can deliver within the programme timescales. The increased competition and the increased need for bidders to provide evidence regarding timescale compliance is likely to result in a reduced overall amount of grant funding being allocated to Registered Providers of Social Housing between 2015 and 2018.

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The reduced amount of grant available means that the Borrower has, in theory, an increased exposure to rental income and housing benefit risk which could affect its ability to meet its payment obligations on a timely basis under the Loan Agreement.

Shared Ownership Tenures: The Borrower also generates revenue from shared ownership sales. Generally, shared ownership programmes are exposed to market risk in relation to housing for sale, including both demand and pricing risks.

Shared ownership income is generated on the initial sale of the property (known as the "first tranche") which is sold to the "shared owner"; on subsequent sales of further "tranches" or portions of the property to the shared owner (known as "staircasings"); and in the form of subsidised rent on the part of the property which the shared owner does not own until the property is fully owned by the shared owner.

There is a risk that if a tenant of a shared ownership property borrows moneys through a mortgage from a commercial lender (having obtained consent from the Borrower) then that lender's mortgage may take priority ahead of any security arrangements that are in place. However, if that commercial lender were to enforce its security following a tenant defaulting on its mortgage, such lender could staircase (i.e. purchase a portion of the freehold property) up to 100 per cent. in order to be able to sell the whole leasehold interest in which case the Borrower as landlord would receive such staircasing payments from the commercial lender. If the price for the full 100 per cent. receivable on sale is not sufficient to meet the principal outstanding (plus 12 months interest and other statutorily permitted costs) then the shortfall will remain as a debt due to the landlord from the defaulting leaseholder. Under current HCA rules, any shortfall not recovered is borne first by the provider of any grant in respect of the property, and thus the Borrower is only affected to the extent that the shortfall cannot be covered by grant moneys. This only applies where shared ownership units are grant-funded. If a commercial lender did enforce its security by staircasing up to 100 per cent. and there was such a shortfall, the Borrower would no longer receive rent for its retained share of the property which could have an impact upon its rental income.

Other Income Risk: The Borrower’s sources of income, other than those described elsewhere in this document, are as follows:

Other social housing activities including supporting people contract income, management fees and other items, which together account for 2.0 per cent. of total housing activities. Contract lengths vary and such income is at risk should contracts not be renewed.

Other non-social housing activities comprised primarily of property rentals from student accommodation (where a university is the lessee), nurses accommodation (where an NHS Trust is the lessee) and nursing homes, which together account for 4.7 per cent. of total housing activities. Lease contract lengths vary, but are generally between 5 and 25 years in duration, and such income is at risk should leases not be renewed or if the properties could not be re-let.

These risks to the Borrower’s income, as explained above, could impact upon the Borrower's cash flow and its ability to satisfy any covenants which it is required to maintain pursuant to the terms of the Loan Agreement and any existing financing arrangements, which could, in turn, impact the Issuer’s obligations in respect of the Bonds.

Housing Market Downturn Risk: The majority of the properties of the Borrower are social rented properties (general needs, sheltered housing and supported housing), all of which have a limited exposure to housing market downturn risk. Rental income from these properties provides the major source of the Borrower's income.

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The Borrower has limited exposure to housing market downturn risk through its shared ownership sales and redemptions and staircasings of shared ownership properties as explained in the section headed "Shared Ownership Tenures" above.

The latest figures from the Nationwide House Price Index show that "The housing market is continuing to gather momentum on the back of further solid gains in employment, record low mortgage rates and rising confidence. House prices recorded their thirteenth successive monthly increase in January [2014], rising by 0.7 per cent. on the month. The price of a typical home was 8.8 per cent. higher than January 2013". Nationwide also reported "There have been encouraging signs that activity levels in the housing market are also gradually returning towards more normal levels. According to HMRC, the total number of housing transactions increased to 103,000 in December, 30 per cent. higher than the same month in 2012. The pickup in activity appears to be fairly broad-based, and it is encouraging that first time buyers are a key driving factor behind the upturn."

Market Related Risk: While the Borrower is primarily a provider of affordable housing, it is subject to commercial pressures and therefore undertakes diversified activities within the Borrower Group (as defined below) where income is subject to such commercial pressure.

The Borrower has 50 per cent. interests in both The Oxfordshire Care Partnership (OCP) and The Gloucestershire Care Partnership (GCP) joint ventures, which are joint ventures with The Orders of St John Care Trust and which provide elderly persons' residential care homes in the Oxfordshire and Gloucestershire areas respectively. The Borrower only acts as the landlord to OCP and GCP, receiving rental income, and does not provide care services. OCP and GCP do not have any recourse to the Borrower.

The Borrower also holds a 20 per cent. stake in Cambridgeshire Partnerships Ltd, a now dormant joint venture with four other Registered Providers of Social Housing, which was originally established to undertake the development of social housing on a number of strategic sites around Cambridge. All of the development activity is now undertaken directly by the Borrower and Cambridgeshire Partnerships Ltd is not expected to be active in the future.

Bushmead Homes Limited, a wholly owned subsidiary of the Borrower, develops properties for outright sale. The Borrower is therefore exposed to a limited extent to market risk in relation to housing for sale, including both demand and pricing risks. Market risks which may impact upon both the rental market and the development of residential properties include the risk of changes to Government regulation, including, but not limited to, regulation relating to planning, taxation, landlords and tenants and welfare benefits.

Among other things, these market risks may impact upon the expenses incurred by the Borrower associated with existing residential properties, rental income produced by these properties, the value of its existing investments, its ability to develop land that it has acquired and its ability to acquire additional sites. This could, in turn, impact upon the Borrower's cash flow and its ability to satisfy any covenants which it is required to maintain pursuant to the terms of the Loan Agreement, any existing financing arrangements or the Bonds.

Operational Risks: Operational risks may result from major systems' failure or breaches in systems security (although, in the case of the Borrower, it has prepared business continuity plans in order to mitigate against this, it is dependent upon its technology in order to deliver business processes) and the consequences of theft, fraud, health and safety and environmental issues, natural disaster and acts of terrorism. These events could result in financial loss to the Borrower and hence the Issuer. To mitigate this risk, the Borrower has a comprehensive programme of insurance in place, including property stock, public liability and employer’s liability insurance.

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Notwithstanding anything in this risk factor, this risk factor should not be taken as implying that the Issuer will be unable to comply with its obligations as an entity with securities admitted to the Official List.

Regulatory Risk: The Housing and Regeneration Act 2008 as amended by the Localism Act 2011 (the Act) makes provision for the regulation of social housing provision in England.

Pursuant to the Act, the HCA acts as the regulator of Registered Providers of Social Housing (the Regulator). The HCA exercises its functions as Regulator acting through a separate committee established to undertake this regulatory role (the Regulation Committee). This arrangement came into force on 1st April, 2012. The statutory powers available to the Regulator are largely unchanged from those previously in place between April 2010 and April 2012, during which time the Tenant Services Authority (TSA) acted as the regulator of Registered Providers of Social Housing. The Regulator continues to provide economic regulation for Registered Providers of Social Housing in order to ensure they are financially viable and well governed and to support the confidence of private lenders to provide funds at competitive rates.

The Regulator regulates Registered Providers of Social Housing in England in accordance with the publication entitled "The regulatory framework for social housing in England from April 2012" (the Regulatory Framework), setting out the standards which apply to Registered Providers of Social Housing from 1st April, 2012. The standards are "Tenant Involvement and Empowerment", "Home standard", "Neighbourhood and Community", "Value for Money", "Governance and Financial Viability" and the "Rent standard". Registered Providers of Social Housing are expected to comply with the standards, although the Regulator's approach is that providers should have freedom to enable them to innovate in the best interests of their tenants.

The enforcement by the Regulator of the standards other than those relating to governance and financial viability, rent and value for money is restricted to cases in which there is, or there is a risk of, serious detriment to tenants. The Regulatory Framework includes guidance as to how the Regulator will assess whether serious detriment may arise.

On 9th April, 2013 the Regulator published a discussion paper entitled "Protecting social housing assets in a more diverse sector" (the Discussion Paper), as part of a consultation regarding proposed changes to the way in which the Regulator regulates Registered Providers of Social Housing. The Discussion Paper sets out certain proposals, being: for the Regulatory Framework to address the ring-fencing of the social housing businesses of Registered Providers of Social Housing from other businesses carried on by them or by other members of their corporate groups; to require Registered Providers of Social Housing to establish registers of information relating to their social housing businesses; and to restrict the ability of Registered Providers of Social Housing which are registered as profit-making organisations from applying profits arising on the disposal of social housing assets otherwise than for social housing purposes.

Responses to the Discussion Paper were invited up to 4th June, 2013, and a summary of responses received was published in October 2013. Further consultation is expected to follow before any changes are made. The responses were broadly supportive of the second and third categories of proposal but the ring-fencing proposals were less enthusiastically received. Over the coming months the Regulator will continue to work with key stakeholders to continue to develop policy and practicalities on how the Regulatory Framework is amended. A formal statutory consultation is likely in the coming months.

The nature and extent of regulation could change in the future and expose the Borrower to greater risk if there is a diversification of its business.

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Capital Resources and Treasury Risk: To mitigate liquidity risk and augment its capital resources, the Borrower currently relies on financing through secured term and revolving credit facilities. However, the Borrower could find itself unable to access sources of financing if the bank or building society lines become unavailable to the Borrower (for example, if banks or building societies are unable to provide new facilities, or extend existing facilities, or are unable to meet commitments to provide funds under existing committed lines) or if a reduction in the Borrower's credit rating makes the cost of accessing the public and private debt markets prohibitive.

The Borrower is also subject to interest rate risk in respect of its variable rate borrowing although the Borrower's hedging strategy seeks to reduce interest rate risk volatility and uncertainty by allowing for a balance of fixed, floating and other hedged debt. As at February 2014, approximately 88 per cent. of the Borrower's borrowings were hedged through embedded hedges or standalone derivatives. Accessing the capital markets through the issue of the Bonds will reduce the reliance of the Borrower on funding from banks and building societies and thereby mitigate interest rate risk.

Pensions Risk: The Issuer participates in the following pension schemes:

Local Government Pension Scheme (LGPS) administered by Bedford Borough Council, the Bedfordshire Pension Fund (BPF); and

Defined Contribution Scheme administered by Scottish Life (DC Scheme).

LGPS

The BPF is administered by Bedford Borough Council.

As at 31st December, 2012 the Borrower had 214 active members, 195 deferred and 108 pensioner members participating in BPF. The BPF is closed to new members.

The contributions paid to BPF by the Borrower in the accounting period ended 31st March, 2013 were £1,636,000 in respect of employer contributions. The current employer contribution rate payable by the Borrower is 16.9 per cent. plus a lump sum payable towards deficit recovery. The lump sum in the year ending 31st March, 2014 is £616,000. The lump sum for each year is agreed and fixed at the beginning of each three year period. For the three year period from 1st April, 2014 the lump sum payable in the first year is £793,000 which is increased by 3.2 per cent. in each of the two subsequent years.

The deficit of the Borrower in the BPF assessed on an FRS17 basis rose from £15,726,000 to £19,737,000 in the financial year ended 31st March, 2013.

The BPF is also under a statutory obligation to carry out triennial valuations applying such assumptions to the scheme and the Borrower as considered appropriate by the actuary to the BPF. The purpose of the recent triennial valuation was to calculate the Borrower's funding position and its employer contributions to the fund from 1st April, 2014 to 31st March, 2017. The draft triennial results in relation to the Borrower show that as at 31st March, 2013 the deficit of the Borrower was £11,027,000.

On the date that the admission agreement ceases to have effect, which will ordinarily be the date that the last active member leaves, a valuation will be undertaken by the actuary to BPF. Following this valuation, a rates and adjustment certificate will be issued showing the liabilities and obligations of the Borrower to the BPF. This liability will then become payable.

The Borrower’s exit debt will be valued based on the assumptions used by BPF’s actuary and the funding basis applied. Typically on termination the actuarial basis of calculating the exit debt will be

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different to an FRS17 valuation and as such the deficit can be materially greater than the FRS17 calculation figures. Further, the assumptions used by actuaries can change over time which means the assumptions used in the triennial valuation can be different from those used to calculate the exit debt. In October 2012 the LGPS Regulations were modified. These provide scheme actuaries with the power (but not the obligation) to undertake more frequent valuations to monitor the funding position and amend contribution rates where required. As such it is possible that the Borrower could experience an increase in its employer contributions. The advantage is that this, in turn, should reduce the termination debt payable.

Defined Contribution scheme

Since 1st April, 2010 the Borrower has participated in a defined contribution scheme administered by Scottish Life. This is open to new entrants and is the Borrower's pension scheme for the purposes of auto-enrolment.

The contributions paid by the Borrower in the accounting period ended 31st March, 2013 were £107,000 in respect of employer contributions.

General

There may be certain circumstances in which the sponsoring employers of the pension arrangements listed above are required to make good the funding deficit in short order. Certain forms of re-structuring of the Borrower may result in circumstances in which a funding deficit has to be met. For example, a transfer of engagements or a transfer under the Transfer of Undertakings (Protection of Employment) Regulations 2006 (SI 2006/246) could lead to a crystallisation of a net pension liability. However, the Borrower always carefully considers the pension implications of restructuring proposals and wherever possible ensures that such restructurings are organised to avoid material pension liabilities crystallising.

Legal and Compliance Risk: The Borrower knows the significance to its operations of, and is focused on, adhering to all legal and compliance legislation. The Borrower is not currently aware of any material failure to adhere to applicable health and safety or environmental laws, litigation or breach of regulatory laws, or failure to comply with corporate, employee or taxation laws. If any of this were to occur in the future, this could have an adverse impact on the Borrower's results of its operations.

Litigation claims made against the Borrower have not had a material impact on the revenue or business of the Borrower, although there can be no assurance that the Borrower will not, in the future, be subject to a claim which may have a material impact upon its revenue or business.

Furthermore, the Borrower has the benefit of insurance for, among others, employer's liability, public liability and directors' and officers' liability at levels which the management of the Borrower considers to be prudent for the type of business in which the Borrower is engaged and commensurate with Registered Providers of Social Housing of a similar size.

Permitted Reorganisations: The Loan Agreement permits the Borrower to undertake Permitted Reorganisations. In such circumstances, the resulting entity's credit risk may change.

Factors which are material for the purpose of assessing the market risks associated with the Bonds

Liability under the Bonds: The Bonds are obligations of the Issuer only and do not establish any liability or other obligation of any other person mentioned in this Prospectus. The Bonds will constitute direct, general, secured obligations of the Issuer and will rank equally among themselves.

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Interest rate risks: The Bonds bear interest at a fixed rate and therefore involve the risk that subsequent changes in market interest rates may adversely affect the value of the Bonds.

Redemption prior to maturity: In the event that the Bonds become repayable prior to maturity either following the Loan becoming repayable as a result of a Borrower Default (which includes, inter alia, failure by the Borrower to make payments of interest under the Loan Agreement) or an Event of Default (as defined in Condition 12 (Events of Default and Enforcement)) or due to taxation (pursuant to Condition 9.3 (Early Redemption for Tax Reasons)), the Bonds will be redeemed in full at their principal amount, plus accrued interest. In such circumstances it may not be possible for an investor to reinvest the redemption proceeds at an effective rate of interest as high as the interest rate on the Bonds. Furthermore, the optional redemption feature of the Bonds is likely to limit their market value as the market value generally will not rise substantially above the price at which they can be redeemed.

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

The Conditions of the Bonds and the Bond Trust Deed also provide that the Bond Trustee may, without the consent of Bondholders (i) agree to any modification (except as stated in the Bond Trust Deed) of, or to the waiver or authorisation of any breach or proposed breach of, any of the provisions of Bonds or any Transaction Document or (ii) determine without the consent of the Bondholders that any Potential Event of Default or Event of Default shall not be treated as such or (iii) agree to the substitution of another company, industrial and provident society or other entity as principal debtor under the Bonds in place of the Issuer, in the circumstances described in the Conditions, provided, in each case, that the Bond Trustee is of the opinion that to do so would not be materially prejudicial to the interest of Bondholders.

Denominations involve integral multiples: definitive Bonds: The Bonds have denominations consisting of a minimum of £100,000 plus one or more higher integral multiples of £1,000. It is possible that the Bonds may be traded in amounts that are not integral multiples of £100,000. In such a case a holder who, as a result of trading such amounts, holds an amount which is less than £100,000 in his account with the relevant clearing system at the relevant time may not receive a definitive Bond in respect of such holding (should definitive Bonds be printed) and would need to purchase a principal amount of Bonds such that its holding amounts to £100,000.

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

Change in Law: The structure of the issue of the Bonds is based on English law, regulatory and administrative practice in effect as at the date of this Prospectus, and has due regard to the expected tax treatment of all relevant entities under United Kingdom tax law and the published practice of HM Revenue & Customs in force or applied in the United Kingdom as at the date of this Prospectus. No assurance can be given as to the impact of any possible change to English law, regulatory or administrative practice in the United Kingdom, or to United Kingdom tax law, or the interpretation or administration thereof, or to the published practice of HM Revenue & Customs as applied in the United Kingdom after the date of this Prospectus.

European Monetary Union: It is possible that, prior to the repayment in full of the Bonds, the United Kingdom may become a participating member state in the European Economic and Monetary Union and that the Euro will become the lawful currency of the United Kingdom. The introduction of the Euro could be accompanied by a volatile exchange rate and/or interest rate environment which could

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adversely affect holders of the Bonds. It cannot be said with certainty what effect the adoption of the Euro by the United Kingdom (if it occurs) will have on the holders of the Bonds.

Potential Conflicts of Interest: Each of the Transaction Parties (other than the Issuer) and their affiliates in the course of each of their respective businesses may provide services to other Transaction Parties and to third parties and in the course of the provision of such services it is possible that conflicts of interest may arise between such Transaction Parties and their affiliates or between such Transaction Parties and their affiliates and such third parties. Each of the Transaction Parties (other than the Issuer) and their affiliates may provide such services and enter into arrangements with any person without regard to or constraint as a result of any such conflicts of interest arising as a result of it being a Transaction Party.

Taxation: Under the Conditions of the Bonds (see Condition 10 (Taxation) below), the Issuer may, but will not be obliged to, gross up payments in respect of the Bonds if any deduction or withholding on account of tax is imposed. In the event that any deduction or withholding on account of tax is imposed and the Issuer does not opt to gross up payments in respect of the Bonds (or, if having previously opted to gross up notifies the Bond Trustee and the Bondholders of its intention to cease grossing up payments in respect of the Bonds), the Bonds will be redeemed in accordance with Condition 9.3 (Early Redemption for Tax Reasons). In such circumstances an investor may not be able to reinvest the redemption proceeds in a comparable security at an effective interest rate as high as that of the Bonds. In addition, any amounts in respect of accrued interest which fall due on any such redemption of the Bonds (and, where the redemption follows the next following Interest Payment Date, such Interest Payment Date) shall be paid subject to the required withholding or deduction and the Issuer shall not be obliged to pay any additional amounts in respect thereof. The Bondholders will therefore bear the risk of any such withholding or deduction in respect of the period from the previous Interest Payment Date to the date of redemption.

The Loan Agreement requires that if any withholding or deduction is required by law to be made by the Borrower thereunder, the amount of the payment due from the Borrower shall be increased to an amount which (after making the tax deduction) leaves an amount equal to the payment which would have been due if no tax deduction had been required.

For a description of the current United Kingdom law and practice relating to withholding tax treatment of the Bonds, see below in "Taxation".

EU Savings Directive: Under EC Council Directive 2003/48/EC (the Directive) on the taxation of savings income, Member States are required to provide to the tax authorities of another Member State details of payments of interest (or similar income) paid by a person within its jurisdiction to an individual resident in that other Member State or to certain limited types of entities established in that other Member State. However, for a transitional period, Luxembourg and Austria are instead required (unless during that period they elect otherwise) to operate a withholding system in relation to such payments (the ending of such transitional period being dependent upon the conclusion of certain other agreements relating to information exchange with certain other countries). A number of non-EU countries and territories including Switzerland have adopted similar measures (a withholding system in the case of Switzerland). In April 2013, the Luxembourg Government announced its intention to abolish the withholding system with effect from 1st January, 2015, in favour of automatic information exchange under the Directive.

On 24th March, 2014, the European Council adopted an EU Council Directive amending and broadening the scope of the requirements described above. In particular, the changes expand the range of payments covered by the Directive to include certain additional types of income, and widen the range of recipients payments to whom are covered by the Directive, to include certain other types of entity and legal arrangement. Member States are required to implement national legislation giving effect to these changes by 1st January, 2016 (which national legislation must apply from 1st January,

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2017). If a payment were to be made or collected through a Member State which has opted for a withholding system and an amount of, or in respect of, tax were to be withheld from that payment, neither the Issuer nor any Paying Agent nor any other person would be obliged to pay additional amounts with respect to any Bond as a result of the imposition of such withholding tax. The Issuer is required to maintain a Paying Agent in a Member State that is not obliged to withhold or deduct tax pursuant to the Directive.

Exchange rate risks and exchange controls: The Issuer will pay principal and interest on the Bonds in 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 Sterling. These include the risk that exchange rates may significantly change (including changes due to devaluation of Sterling 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 Sterling would decrease (1) the Investor's Currency-equivalent yield on the Bonds, (2) the Investor's Currency-equivalent value of the principal payable on the Bonds and (3) the Investor's Currency-equivalent market value of the Bonds. 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.

Legal investment considerations may restrict certain investments: The investment activities of certain investors are subject to legal investment laws and regulations, or review or regulation by certain authorities. Each potential investor should consult its legal advisers to determine whether and to what extent (1) the Bonds are legal investments for it, (2) the Bonds can be used as collateral for various types of borrowing and (3) other restrictions apply to its purchase or pledge of the Bonds. Financial institutions should consult their legal advisers or the appropriate regulators to determine the appropriate treatment of the Bonds under any applicable risk-based capital or similar rules.

Risks Relating to the Security of the Bonds

Considerations relating to the Issuer Security and the Underlying Security: The Bonds will be secured by the Issuer Security granted in favour of the Bond Trustee for the benefit of itself, the Bondholders and the other Secured Parties. Such Issuer Security will include security over the Loan Agreement, the Security Trust Deed and the Legal Mortgages. The Underlying Security created pursuant to the Security Trust Deed and the Legal Mortgages includes first legal mortgages, first fixed charges and assignments over the property and rights set out in the relevant Legal Mortgage given by the Borrower in favour of the Security Trustee for the benefit of itself and, inter alios, the Issuer.

The validity of any security given by the Borrower in connection with additions and substitutions of Charged Properties may depend on the solvency of the Borrower at the time of the grant.

Environmental Considerations: Under relevant UK environmental legislation, liability for environmental matters can be imposed on the "owner" or "person in control" of land. The term "owner" is not specifically defined and could include anyone with a proprietary interest in a property, which could include a representative of a trustee as a mortgagee in possession (in respect of which see the risk factor entitled "Mortgagee in Possession Liability" below). Environmental laws may impose liability on the owner for clean-up costs if a property is or becomes contaminated. The Borrower may therefore be liable for the entire amount of the clean-up and redemption costs for a contaminated site regardless of whether the contamination was caused by it or not. These costs may be significant and may affect the ability of the Borrower to meet its payment obligations under the Loan Agreement.

In addition, the presence of hazardous or toxic substances, or the failure to adequately remedy adverse environmental conditions at a Charged Property, may adversely affect the market value of the Charged Property, as well as the Borrower's ability to sell, lease or refinance the Charged Property.

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Any environmental liability imposed on the Borrower could also affect the ability of the Borrower to meet its payment obligations under the Loan Agreement.

Sufficiency of Insurance: Although each Charged Property is required to be insured at appropriate levels and against customary risks, there can be no assurance that any loss incurred will be of a type covered by such insurance, nor can there be any assurance that the loss will not exceed the limits of such insurance. Any reduction in income or any loss or damage caused to a Charged Property not adequately covered by insurance could result in a shortfall in funds available to meet the Borrower's payment obligations under the Loan Agreement.

Investment of Retained Proceeds in Permitted Investments: For so long as any part of the net proceeds of the issue of the Bonds remains undrawn pursuant to the Loan Agreement, the Issuer may invest such amounts in Permitted Investments in accordance with the Custody Agreement. The Issuer may also invest the Charged Cash in Permitted Investments in accordance with the Custody Agreement.

Although Permitted Investments are limited to highly rated securities which satisfy certain specified criteria (which, other than with respect to any investment in money market funds, deposits or direct obligations of the United Kingdom or of any agency or instrumentality of the United Kingdom which are guaranteed by the United Kingdom (which must have a maturity date of no later than the 11th April, 2044), includes a requirement that the investments have a maturity date which is no later than the earlier of (i) the date falling 5 years after the date of purchase and (ii) 11th April, 2044), the Issuer may be required to liquidate such Permitted Investments (a) prior to the enforcement of the Issuer Security, (in the case of the Permitted Investments purchased with Retained Proceeds) to fund advances to the Borrower pursuant to the Loan Agreement or to fund redemptions of the Bonds in accordance with the Conditions or (b) following the enforcement of the Issuer Security, to make payments in accordance with the Post-enforcement Priority of Payment, in either case at a time when the disposal proceeds of such Permitted Investments is less than the price paid by the Issuer upon the acquisition thereof.

Prior to the enforcement of the Issuer Security, any losses realised by the Issuer in respect of a sale of Permitted Investments purchased with Retained Proceeds is passed on to the Borrower pursuant to the terms of the Loan Agreement as a result of (i) the Issuer's obligation to fund a principal amount of an advance being such that it may be satisfied by funding such advance at a discount in proportion to any such losses and (ii) the Borrower's obligation to make further payments to the Issuer in respect of any prepayment of the loan in full to enable the Issuer to fund any shortfall on a redemption of the Bonds. However, following the enforcement of the Issuer Security, any losses in respect of the Permitted Investments will reduce the amounts available to the Issuer to satisfy its payment obligations in respect of the Bonds. For the purpose of calculating the Borrower's compliance with the Asset Cover Test, the value of such Permitted Investments will be the purchase price thereof and the Borrower shall not be required to monitor the market value of such Permitted Investments. Consequently, the value attributed to the Permitted Investments for this purpose may be more than the realisable value from time to time.

In the event that the enforcement of the Issuer Security takes place prior to the Initial Properties and the Additional Properties being charged, with an aggregate Minimum Value equal to the principal amount of the Bonds, and/or at a time when the Permitted Investments have been acquired with the disposal proceeds or otherwise charged by the Borrower as security, the value of the proceeds of enforcement of the Underlying Security, together with such amounts, may be insufficient to enable the Issuer to pay its obligations under the Bonds in full.

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The Issuer's ability to meet its obligations under the Bonds after enforcement under the Loan:

Following default by the Borrower, the Security Trustee may enforce the Underlying Security and appoint a Receiver pursuant to its powers under the Security Trust Deed.

The Issuer's ability to continue to pay principal and interest on the Bonds following default by the Borrower under the Loan is dependent upon the ability of the Issuer to receive from the Security Trustee pursuant to the collection of rental income or a disposal of the Underlying Security, sufficient funds to make such payment.

Fixed charges may take effect under English law as floating charges: Pursuant to the Bond Trust Deed, the Issuer has purported to grant fixed charges over, amongst other things, all rights and benefits under the Transaction Account, the Ongoing Cash Security Account and the Initial Cash Security Account. English law relating to the characterisation of fixed charges is unsettled. The fixed charges purported to be granted by the Issuer (other than assignment of security) may take effect under English law only as floating charges if, for example, it is determined that the Bond Trustee does not exert sufficient control over the charged assets for the security to be said to "fix" over those assets. If the charges take effect as floating charges instead of fixed charges, then the claims of the Bond Trustee will be subject to claims which are given priority over a floating charge by law, including, amongst other things, prior charges, certain subsequent charges, the expenses of any winding up or administration and the claims of preferential creditors.

Claims of Creditors of the Issuer other than Secured Parties: Under English law, any creditor (who has not entered into non-petition clauses) would (save where an administrator has been appointed) be able to commence insolvency or winding up proceedings against the Issuer in respect of any unpaid debt.

Mortgagee in Possession Liability: There is a risk that the Security Trustee may be deemed to be a mortgagee in possession if it physically enters into possession of a Charged Property or performs an act of control or influence which may amount to possession, such as submitting a demand direct to tenants requiring them to pay rents to the Security Trustee. The consequence of being a mortgagee in possession would be that the Security Trustee may be obliged to account to the Borrower for the income obtained from the Charged Property, be liable for any damage to the Charged Property, have a limited liability to repair the Charged Property and, in certain circumstances, be obliged to make improvements or incur financial liabilities in respect of the Charged Property. A mortgagee in possession may also be liable to a tenant for any mis-management of the relevant property and may incur liabilities to third parties in nuisance and negligence and, under certain statutes (including environmental legislation), the liabilities of a property owner. Pursuant to the Security Trust Deed the Issuer and the Borrower, respectively, are required to indemnify the Security Trustee against all liabilities and expenses suffered or incurred by it and pursuant to the Loan Agreement, the Borrower is required to indemnify the Issuer and the Security Trustee on demand against any loss or liability incurred in connection with the Loan Agreement. The obligation to indemnify the Security Trustee may mean that there is a shortfall in funds available to pay all amounts due and owing under the Bonds and/or the Loan Agreement.

Moratorium: In order to protect the interests of tenants and to preserve the housing stock of a Registered Provider of Social Housing within the social housing sector and within the regulatory regime, a 28 working day moratorium on the disposal of land (including the enforcement of any security) by an insolvent non-profit Registered Provider of Social Housing will apply, upon certain steps being taken in relation to that provider such as presenting a winding up petition or appointing an administrator. The Regulator will then seek to agree proposals about the future ownership and management of the provider's land with its secured creditors. The moratorium procedure may adversely affect the Issuer's ability to enforce its security over the Charged Properties, as the procedure stipulates actions that must be taken by a secured creditor prior to that secured creditor

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being able to enforce its security and gives powers to the Regulator in respect of certain secured assets. This, in turn, could affect the Bond Trustee's ability to enforce its security against the Issuer under the Bond Trust Deed.

Risks Relating to the Market Generally

Potential Limited Liquidity: The Bonds may not have an established market when issued. There can be no assurance of a secondary market for the Bonds or the continued liquidity of such market if one develops. The development or continued liquidity of any secondary market for the Bonds will be affected by a number of factors such as the state of credit markets in general and the Borrower's creditworthiness, as well as other factors such as the time remaining to the maturity of the Bonds.

Global economic disruption: In addition, Bondholders should be aware of the prevailing and widely reported global credit market conditions (which continue at the date hereof), whereby there is a general lack of liquidity in the secondary market for instruments similar to the Bonds, concerns over the liquidity of major banks and building societies and the consequent effects on the general economy and the housing market. The Issuer cannot predict when these circumstances will change and, if and when they do, whether conditions of general market illiquidity for the Bonds and instruments similar to the Bonds will be available in the future.

Credit ratings may not reflect all risks: The Borrower is currently rated "AA-" by S&P and the Bonds are expected to be rated "AA-" by S&P. These ratings may not reflect the potential impact of all risks related to the structure, market and other factors that may affect the value of the Bonds. A credit rating is not a recommendation to buy, sell or hold securities and may be revised, suspended or withdrawn by the assigning rating agency at any time. S&P is established in the European Union and is registered under Regulation (EC) No. 1060/2009 (as amended). As such, S&P is included in the list of credit rating agencies published by the European Securities and Markets Authority on its website in accordance with such Regulation.

On 17th May, 2013, Moody's downgraded the debt ratings of all but one rated housing association in the UK following a revision of the level of extraordinary support factored into their ratings. This concluded the review for downgrade initiated on 25th February, 2013. Moody's is established in the European Union and is registered under Regulation (EC) No. 1060/2009 (as amended). As such, Moody's is included in the list of credit rating agencies published by the European Securities and Markets Authority on its website in accordance with such Regulation. Although the Borrower's "AA-" rating from S&P was awarded after this time (in September 2013), this nevertheless shows that rated issuers may be susceptible to further adjustments (whether upward or downward) and in particular any adjustments which may be made as a result of a credit rating agency's methodology.

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CONDITIONS OF THE BONDS

The following are the Conditions of the Bonds which will be endorsed on each Bond in definitive form (if issued).

The £200,000,000 4.816 per cent. Secured Bonds due 2044 (the Bonds, which expression shall in these Conditions, unless the context otherwise requires, include any further bonds issued pursuant to Condition 19 (Further Issues) and forming a single series with the Bonds) of bpha Finance plc (the Issuer) are constituted by a Bond Trust Deed (as modified and/or amended and/or supplemented and/or restated from time to time, the Bond Trust Deed) dated 11th April, 2014 and made between the Issuer and Prudential Trustee Company Limited (the Bond Trustee, which expression shall include any successor as Bond Trustee) as trustee for the holders of the Bonds (the Bondholders) and the holders of the interest coupons appertaining to the Bonds (the Couponholders and the Coupons respectively, which expressions shall, unless the context otherwise requires, include the talons for further interest coupons (the Talons) and the holders of the Talons) and as security trustee for the Secured Parties.

The Bonds have the benefit of an Agency Agreement (as amended and/or supplemented and/or restated from time to time, the Agency Agreement) dated 11th April, 2014 and made between the Issuer, the Bond Trustee, The Bank of New York Mellon, London Branch as principal paying agent (the Principal Paying Agent, which expression shall include any successor agent) and the other paying agents named therein (together with the Principal Paying Agent, the Paying Agents, which expression shall include any additional or successor paying agents).

Copies of the Bond Trust Deed, the Agency Agreement, the Loan Agreement, the Legal Mortgages and the Security Trust Deed are available for inspection during normal business hours at the registered office for the time being of the Bond Trustee being at the date of the issue of the Bonds at Laurence Pountney Hill, London EC4R 0HH and at the specified office of each of the Paying Agents. The Bondholders and the Couponholders are deemed to have notice of, and are entitled to the benefit of, all the provisions of the Bond Trust Deed and the Agency Agreement. The statements in these Conditions include summaries of, and are subject to, the detailed provisions of and definitions in the Bond Trust Deed, which includes the form of the Bonds, and/or the Agency Agreement.

1. DEFINITIONS

Words and expressions defined in the Bond Trust Deed or the Agency Agreement shall have the same meanings where used in the Conditions unless the context otherwise requires or unless otherwise stated.

In these Conditions:

Account Agreement means the Account Agreement dated 11th April, 2014 and made between the Issuer, the Bond Trustee and the Account Bank, as amended and/or supplemented and/or restated from time to time;

Account Bank means The Bank of New York Mellon, London Branch as account bank pursuant to the Account Agreement or any successor account bank appointed thereunder;

Accounting Profit means, in respect of each accounting period of the Issuer, the aggregate amount which the Issuer would be required to recognise for corporation tax purposes as profit in respect of its Permitted Investments and/or Retained Bonds as a result of (i) the movement in the fair value recognised in its accounts of such Permitted Investments and/or Retained Bonds for that accounting period and plus (ii) any further profit arising from the sale of

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Permitted Investments (ignoring, for this purpose, any Gift Aid Payment to be made pursuant to Loan Agreement);

Appointee means any attorney, manager, agent, delegate, nominee, custodian, receiver or other person appointed by the Bond Trustee under, or pursuant to, these Conditions or the Bond Trust Deed;

Approved Valuer has the meaning given to it in the Loan Agreement;

Asset Cover Test has the meaning given to it in the Loan Agreement;

Bondholder Put Option has the meaning given to it in Condition 9.5 (Bondholder Put Option);

Bondholder Specific Withholding means any withholding or deduction of Taxes which is required in respect of any payment in respect of any Bond or Coupon:

(a) presented for payment by or on behalf of a holder who is liable to the Taxes in respect of the Bond or Coupon by reason of his having some connection with the Relevant Jurisdiction other than the mere holding of the Bond or Coupon; or

(b) where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to European Council Directive 2003/48/EC or any law implementing or complying with, or introduced in order to conform to, such Directive; or

(c) presented for payment by or on behalf of a holder who would have been able to avoid such withholding or deduction by presenting the relevant Bond or Coupon to another Paying Agent in a Member State of the European Union; or

(d) presented for payment more than 30 days after the Relevant Date except to the extent that a holder would have been entitled to additional amounts on presenting the same for payment on the last day of the period of 30 days assuming, whether or not such is in fact the case, that day to have been a Payment Day (as defined in Condition 8.5 (Payment Day));

Borrower means bpha Limited (formerly known as Bedfordshire Pilgrims Housing Association Limited);

Borrower Default has the meaning given to it in the Loan Agreement;

Borrower Group means the Borrower and any present or future, direct or indirect, Subsidiaries of the Borrower (which includes, for the avoidance of doubt, any entity with which any Borrower may merge or be consolidated with at any time including as a result of a Permitted Reorganisation);

Business Day means, for the purposes of Condition 9 (Redemption and Purchase), a day (other than a Saturday, Sunday or public holiday) on which commercial banks are open for general business in London;

Cancelled Retained Proceeds means, in respect of any Bonds purchased by the Borrower or any other member of the Borrower Group which have been surrendered to the Issuer for cancellation (other than, for the avoidance of doubt, any cancellation of Retained Bonds by the Issuer), a portion of the Retained Proceeds corresponding to the percentage of the

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Undrawn Commitment which has been cancelled, in accordance with the Loan Agreement, pursuant to the surrender for cancellation of such Bonds;

Charged Cash means, at any time, the aggregate of all amounts (whether representing proceeds of disposal or other moneys) standing to the credit of the Ongoing Cash Security Account and, to the extent invested in Permitted Investments in accordance with the Custody Agreement, such Permitted Investments and any income received by the Issuer in respect of such Permitted Investments, provided however that, for the purpose of determining the compliance of the Borrower with the Asset Cover Test, the value to be attributed to such Permitted Investments shall be the purchase price thereof;

Charitable Group Member means the Borrower and any charitable member of the Borrower Group which is connected with the Borrower for the purposes of section 939G of the Corporation Tax Act 2010;

Commitment has the meaning given to it in the Loan Agreement;

Compliance Certificate means a certificate, signed by two authorised signatories of the Borrower, substantially in the form contained in the Loan Agreement setting out, inter alia, calculations in respect of the Asset Cover Test;

Custodian means The Bank of New York Mellon, London Branch as custodian pursuant to the Custody Agreement or any successor custodian appointed thereunder;

Custody Account means the account of the Issuer set up with the Custodian in respect of the Permitted Investments in accordance with the Custody Agreement;

Custody Agreement means the Custody Agreement dated 11th April, 2014 and made between the Issuer, the Bond Trustee and the Custodian, as amended and/or supplemented and/or restated from time to time;

Event of Default has the meaning given to it in Condition 12.1 (Events of Default);

Existing Legal Mortgages means the legal mortgages dated 21st June, 2010, 3rd November, 2010, 9th November, 2010, 21st December, 2010, 4th January, 2011, 5th January, 2011, 25th March, 2011, 10th May, 2011, 12th May, 2011, 20th October, 2011, 1st December, 2011, 20th December, 2011, 22nd December, 2011, 4th July, 2012, 18th September, 2012, 19th September, 2012, 18th January, 2013, 28th March, 2013, 14th June, 2013, 6th August, 2013, 29th August, 2013, 30th September, 2013, 11th October, 2013, 16th December, 2013 and 19th December, 2013, each made between the Borrower and the Security Trustee pursuant to which the Borrower provides security in respect of its obligations under the Loan Agreement;

Finance Documents means:

(a) the Loan Agreement;

(b) each Security Document; and

(c) any other document designated as such by the Issuer and the Borrower;

Fitch means Fitch Ratings Ltd or any successor thereto;

Gift Aid Payment means a qualifying charitable donation for the purposes of Part 6 of the Corporation Tax Act 2010;

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Initial Cash Security Account means the account of the Issuer set up with the Account Bank in respect of the Retained Proceeds in accordance with the Account Agreement;

Interest Payment Date has the meaning given to it in Condition 7.1 (Interest Rate and Interest Payment Dates);

Issue Date means 11th April, 2014;

Issuer Charged Property has the meaning given to it in Condition 4 (Security);

Issuer Security has the meaning given to it in Condition 4 (Security);

Legal Mortgages means (a) the Existing Legal Mortgages, (b) the Legal Mortgage dated 11th April, 2014 and made between the Borrower and the Security Trustee pursuant to which the Borrower provides security in respect of its obligations under the Loan Agreement and (c) any additional legal mortgage entered into between the Borrower and the Security Trustee pursuant to which the Borrower provides security in respect of its obligations under the Loan Agreement;

Loan means the loan made by the Issuer to the Borrower pursuant to the terms of the Loan Agreement;

Loan Agreement means the Bond Loan Agreement dated on or about the Issue Date and made between the Issuer, the Borrower and the Security Trustee;

Loan Payment Day means a day on which principal or interest in respect of the Loan is due and payable by the Borrower to the Issuer in accordance with the terms of the Loan Agreement;

Maturity Date means 11th April, 2044;

Moody's means Moody's Investors Service Limited or any successor thereto;

Ongoing Cash Security Account means the account of the Issuer set up with the Account Bank in respect of the Charged Cash in accordance with the Account Agreement;

Permitted Investments means one or more of the following obligations or securities (including, without limitation, any investments for which the Custodian or an affiliate provides services):

(a) deposits with any United Kingdom bank or building society subject to such bank or building society having long term senior unsecured debt credit ratings of not less than "A" from S&P, "A" from Fitch and "A2" from Moody's;

(b) deposits with any non-United Kingdom bank subject to such bank having long term senior unsecured debt credit ratings of not less than "AA" from S&P and "Aa2" from Moody's;

(c) full recourse debt instruments with a maturity no later than the earlier of (i) the date falling 5 years after the date of purchase and (ii) 11th April, 2044 that are issued by EU credit institutions having long term senior unsecured debt credit ratings of not less than "AAA" from S&P and "Aaa" from Moody's that are fully secured or "covered" by a pool of on-balance sheet collateral;

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(d) securities with a maturity no later than the earlier of (i) the date falling 5 years after the date of purchase and (ii) 11th April, 2044 that are issued by supranational agencies having long term senior unsecured debt credit ratings of not less than "AAA" from S&P and "Aaa" from Moody's;

(e) money market funds having long term senior unsecured debt credit ratings of not less than "AAAm" from S&P, "Aaa-mf" from Moody's or "AAAmmf" from Fitch; and

(f) direct obligations of the United Kingdom or of any agency or instrumentality of the United Kingdom which are guaranteed by the United Kingdom with a maturity no later than the 11th April, 2044,

provided that (i) in all cases, such investment shall be an investment which is denominated in Sterling and (ii) in the case of (a) to (e), no more than £20,000,000 shall be deposited with any one institution or invested in any one security;

Permitted Investment Profit means, in respect of any sale of Permitted Investments, the amount of any net profits or gains arising from such sale which are within the charge to corporation tax (if any);

Permitted Reorganisation means any amalgamation, merger, consolidation or transfer of engagements (whether entering into or acceptance thereof) of the whole of the Borrower's property (including, for the avoidance of doubt, any statutory procedure as provided for under the Industrial and Provident Societies Act 1965) made between the Borrower (Party A) and any other entity (Party B) provided that (i) any new amalgamated entity to be created as a result thereof will be a Registered Provider of Social Housing; (ii) following any such amalgamation, merger, consolidation or transfer of engagements in respect of which the property of Party A (including, for the avoidance of doubt, any liabilities) shall become vested in Party B or a new amalgamated entity, Party B or such new amalgamated entity will thereafter be responsible for all the liabilities of Party A pursuant to the Industrial & Provident Societies Act 1965; and (iii) a certificate executed by two authorised signatories of Party A or Party B confirming the above is provided to the Bond Trustee;

Potential Event of Default means any act, event or circumstance which with the expiry of a grace period, the giving of notice, determination of materiality or other determination would constitute an Event of Default;

Put Option Date has the meaning given to it in Condition 9.5 (Bondholder Put Option);

Registered Provider of Social Housing means a person listed in the register of providers of social housing established under Chapter 3 of Part 2 of the Housing and Regeneration Act 2008 (as amended from time to time) or a person having a status which, in the opinion of the Issuer and the Bond Trustee, is substantially equivalent under any replacement or successor legislation thereto;

Relevant Date means, in respect of any payment, the date on which the payment first becomes due but, if the full amount of the money payable has not been received by the Principal Paying Agent or the Bond Trustee on or before the due date, it means the date on which, the full amount of the money having been so received, notice to that effect has been duly given to the Bondholders in accordance with Condition 15 (Notices);

Relevant Jurisdiction means the United Kingdom or any political subdivision or any authority thereof or therein having power to tax or any other jurisdiction or any political subdivision or any authority thereof or therein having power to tax to which the Issuer

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becomes subject in respect of payments made by it of principal and interest on the Bonds or Coupons;

Retained Bond Custodian means The Bank of New York Mellon, London Branch as custodian pursuant to the Retained Bond Custody Agreement or any successor custodian appointed thereunder;

Retained Bond Custody Agreement means the custody agreement relating to the Retained Bonds dated 11th April, 2044, 2014 and made between the Issuer, the Bond Trustee and the Retained Bond Custodian, as amended and/or supplemented and/or restated from time to time;

Retained Bond Premium Amount means, in respect of any sale by the Issuer of Retained Bonds, the amount of any net profits or gains arising from such sale which are within the charge to corporation tax (if any);

Retained Bonds means £60,000,000 in principal amount of the Bonds purchased by the Issuer on the Issue Date;

Retained Proceeds means, at any time, (a) an amount of the net issue proceeds of the Bonds (other than the Retained Bonds) which have not been advanced to the Borrower pursuant to the Loan Agreement at such time (if any) plus (b) an amount of the net sale proceeds of the Retained Bonds (less any Retained Bond Premium Amount) which are not advanced to the Borrower pursuant to the Loan Agreement immediately following receipt thereof by the Issuer and have not subsequently been advanced to the Borrower (if any);

Secured Parties means the Bond Trustee (for itself and on behalf of the Bondholders and Couponholders), the Principal Paying Agent, the other Paying Agents, the Account Bank, the Custodian and the Retained Bond Custodian;

Security Adjustment Certificate means a certificate, signed by two authorised signatories of the Borrower, substantially in the form contained in the Loan Agreement setting out, inter alia, a summary of the additions, withdrawals and substitutions of properties which have taken place during the preceding financial year;

Security Documents means (a) the Legal Mortgages, (b) the Security Trust Deed and (c) any other document creating, evidencing or granting any guarantee or security in support of the obligations of the Borrower under the Finance Documents;

Security Trust Deed means the Security Trust Deed dated 19th March, 2009 between, inter alios, the Borrower and the Security Trustee (as may be amended and/or supplemented and/or restated from time to time);

Security Trustee means Prudential Trustee Company Limited as security trustee under the Security Trust Deed for, inter alios, the Issuer;

Subsidiary has the meaning given to that term in section 271 of the Housing and Regeneration Act 2008 or section 1159 of the Companies Act 2006, as applicable;

S&P means Standard & Poor's Ratings Services or any successor thereto;

Taxes has the meaning given to it in Condition 10.1 (Payments without withholding);

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Transaction Account means the account of the Issuer set up with the Account Bank in respect of the Bonds in accordance with the Account Agreement;

Transaction Documents means the Loan Agreement, the Bond Trust Deed, the Security Trust Deed, the Agency Agreement, the Account Agreement, the Custody Agreement and the Retained Bond Custody Agreement;

Transaction Parties means any person who is party to a Transaction Document;

UK Government Gilt means Sterling denominated gilts or stock issued by or on behalf of Her Majesty's Treasury;

Undrawn Commitment means, at any time, the Commitment which has not been advanced to the Borrower or previously cancelled pursuant to the Loan Agreement; and

Valuation has the meaning given to it in the Loan Agreement.

2. FORM, DENOMINATION AND TITLE

The Bonds are in bearer form, serially numbered, in the denomination of £100,000 and integral multiples of £1,000 in excess thereof up to and including £199,000, with Coupons and Talons attached on issue. No Bonds will be issued with a denomination above £199,000.

Title to the Bonds and Coupons will pass by delivery. The Issuer, any Paying Agent and the Bond Trustee will (except as otherwise required by law) deem and treat the bearer of any Bond or Coupon as the absolute owner thereof (whether or not overdue and notwithstanding any notice of ownership or writing thereon or notice of any previous loss or theft thereof) for all purposes.

3. STATUS

The Bonds and Coupons are direct obligations of the Issuer, secured in the manner set out in Condition 4 (Security), and rank pari passu without preference or priority amongst themselves.

4. SECURITY

The Issuer's obligations in respect of the Bonds are secured (subject as provided in these Conditions and the Bond Trust Deed) pursuant to the Bond Trust Deed in favour of the Bond Trustee for the benefit of itself and the Bondholders and the other Secured Parties as follows:

(a) by an assignment by way of security of the Issuer's rights, title and interest arising under the Loan Agreement, the Security Trust Deed, the Legal Mortgages, the Agency Agreement, the Custody Agreement and the Account Agreement, in each case to the extent they relate to the Bonds;

(b) by a charge by way of first fixed charge over all moneys and/or securities from time to time standing to the credit of the Transaction Account, the Ongoing Cash Security Account, the Initial Cash Security Account and the Custody Account and all debts represented thereby; and

(c) by a charge by way of first fixed charge over all sums held from time to time by the Paying Agents for the payment of principal or interest in respect of the Bonds.

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The property charged and assigned pursuant to the Bond Trust Deed listed in (a) to (c) above, together with any other property or assets held by and/or assigned to the Bond Trustee and/or any deed or document supplemental thereto, is referred to herein as the Issuer Charged Property and the security created thereby, the Issuer Security.

5. ORDER OF PAYMENTS

5.1 Pre-enforcement

Prior to the enforcement of the Issuer Security, the Issuer shall apply the moneys standing to the credit of the Transaction Account on each Interest Payment Date and such other dates on which a payment is due in respect of the Bonds in the following order of priority (the Pre-enforcement Priority of Payment):

(a) first, in payment of any taxes due and owing by the Issuer to any taxing authority (insofar as they relate to the Bonds);

(b) second, in payment of any unpaid fees, costs, charges, expenses and liabilities incurred by the Bond Trustee and any Appointee (including remuneration payable to it and any Appointee) in carrying out its functions under the Bond Trust Deed;

(c) third, in payment of any unpaid fees, expenses and liabilities of the Issuer owing to the Paying Agents under the Agency Agreement, the Account Bank under the Account Agreement, the Custodian under the Custody Agreement and the Retained Bond Custodian under the Retained Bond Custody Agreement on a pro rata and pari passu basis;

(d) fourth, in payment of any other unpaid fees, expenses and liabilities of the Issuer (in so far as they relate to the Bonds) on a pro rata and pari passu basis;

(e) fifth, in payment, on a pro rata and pari passu basis, to the Bondholders of any interest due and payable in respect of the Bonds;

(f) sixth, in payment, on a pro rata and pari passu basis, to the Bondholders of any principal due and payable in respect of the Bonds;

(g) seventh, in payment to the Borrower of any amounts due and payable under the terms of the Loan Agreement; and

(h) eighth, in payment of any Permitted Investment Profit, Accounting Profit or Retained Bond Premium Amount, as the case may be, to any Charitable Group Member.

5.2 Post-enforcement

Following the enforcement of the Issuer Security, all moneys standing to the credit of the Transaction Account, the Ongoing Cash Security Account and the Initial Cash Security Account and the net proceeds of enforcement of the Issuer Security shall be applied in the following order of priority (the Post-enforcement Priority of Payment):

(a) first, in payment or satisfaction of the fees, costs, charges, expenses and liabilities incurred by the Bond Trustee or any Appointee in preparing and executing the trusts under the Bond Trust Deed (including the costs of realising any Issuer Security and the Bond Trustee's and such Appointee's remuneration);

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(b) second, in payment of all amounts owing to the Paying Agents under the Agency Agreement, the Account Bank under the Account Agreement, the Custodian under the Custody Agreement and the Retained Bond Custodian under the Retained Bond Custody Agreement on a pro rata and pari passu basis;

(c) third, in payment, on a pro rata and pari passu basis, to the Bondholders of any interest due and payable in respect of the Bonds;

(d) fourth, in payment, on a pro rata and pari passu basis, to the Bondholders of any principal due and payable in respect of the Bonds;

(e) fifth, in payment of any other unpaid fees and expenses of the Issuer (in each case insofar as they relate to the Bonds) on a pro rata and pari passu basis;

(f) sixth, in payment, to the Borrower of any amounts due and payable under the terms of the Loan Agreement; and

(g) seventh, in payment of any Permitted Investment Profit, Accounting Profit or Retained Bond Premium Amount, as the case may be, to any Charitable Group Member.

6. COVENANTS

6.1 General Covenants

In addition to the covenants of the Issuer set out in the Bond Trust Deed, for so long as any of the Bonds remain outstanding, the Issuer covenants that it will not, without the consent in writing of the Bond Trustee, engage in any activity or do anything other than:

(a) carry out the business of a company which has as its purpose raising finance and on-lending such finance for the benefit of the Borrower or another charitable Registered Provider of Social Housing that is a member of the Borrower Group (including, without limitation, as envisaged by the Transaction Documents); and

(b) perform any act incidental to or necessary in connection with (a) above.

The Issuer also covenants, for so long as any of the Bonds remain outstanding, not to create or permit to subsist, over any of the security constituted by or created pursuant to the Bond Trust Deed, any mortgage or charge or any other security interest ranking in priority to, or pari passu with, the security created by or pursuant to the Bond Trust Deed.

6.2 Information Covenants

For so long as any of the Bonds remain outstanding, the Issuer shall:

(a) send to the Bond Trustee and, upon request by any Bondholder to the Issuer, make available to such Bondholder at the Issuer's registered office during normal business hours, a copy of the Compliance Certificates (and, subject to the consent of the relevant Approved Valuer(s), the Valuation(s) delivered for the purpose of preparing such Compliance Certificates) and the Security Adjustment Certificates promptly upon receipt of the same from the Borrower pursuant to the terms of the Loan Agreement;

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(b) send to the Bond Trustee and, upon request by any Bondholder to the Issuer, make available to such Bondholder at the Issuer's registered office during normal business hours, a copy of the audited financial statements of the Borrower promptly upon publication of the same by the Borrower; and

(c) at the request of Bondholders holding not less than 50 per cent. in principal amount of the Bonds for the time being outstanding, convene a meeting of the Bondholders to discuss the financial position of the Issuer and the Borrower Group, provided, however, that the Issuer shall not be required to convene any such meeting pursuant to this Condition 6.2(c) more than once in any calendar year. Upon the request of Bondholders to convene any such meeting, as aforesaid, the Issuer shall notify all Bondholders of the date (which such date shall be no more than 21 days following such request), time and place of the meeting in accordance with Condition 15 (Notices). The Issuer shall act in good faith in addressing any questions regarding the financial position of itself or any other member of the Borrower Group raised at any such meeting, provided, however, that the Issuer shall not be obliged to disclose any information which it, in its absolute discretion, considers to be of a confidential nature. For the avoidance of doubt, the provisions of this Condition 6.2(c) are in addition to the meetings provisions set out in Condition 17 (Meetings of Bondholders, Modification and Waiver).

6.3 Loan Agreement, Legal Mortgages and Security Trust Deed Consents Covenant

For so long as any of the Bonds remain outstanding, the Issuer covenants that it shall not consent to any waiver, amendment or modification of, or take any action or direct the Security Trustee to take any action pursuant to, the Loan Agreement, the Legal Mortgages or the Security Trust Deed except with the prior written consent of the Bond Trustee. The Bond Trustee may seek the consent of the Bondholders in accordance with the Bond Trust Deed prior to giving any such consent.

7. INTEREST

7.1 Interest Rate and Interest Payment Dates

The Bonds bear interest from (and including) 11th April, 2014 at the rate of 4.816 per cent. per annum, payable semi-annually in arrear in equal instalments on 11th April and 11th October in each year (each, an Interest Payment Date).

7.2 Interest Accrual

Each Bond will cease to bear interest from (and including) its due date for redemption unless, upon due presentation, payment of the principal in respect of the Bond is improperly withheld or refused or unless default is otherwise made in respect of payment, in which event interest shall continue to accrue as provided in the Bond Trust Deed.

7.3 Calculation of Broken Interest

When interest is required to be calculated in respect of a period of less than a full half year, it shall be calculated on the basis of (a) the actual number of days in the period from (and including) the date from which interest begins to accrue (the Accrual Date) to (but excluding) the date on which it falls due divided by (b) the actual number of days from and including the Accrual Date to (but excluding) the next following Interest Payment Date multiplied by 2, and multiplying this by the rate of interest specified in Condition 7.1 above and the relevant principal amount of the Bonds.

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8. PAYMENTS

8.1 Payments in respect of Bonds and Coupons

Payments of principal and interest in respect of each Bond will be made against presentation and surrender (or, in the case of part payment only, endorsement) of the Bond, except that payments of interest on an Interest Payment Date will be made against presentation and surrender (or in the case of part payment only, endorsement) of the relevant Coupon, in each case at the specified office outside the United States of any of the Paying Agents.

8.2 Method of Payment

Payments will be made by credit or transfer to an account in Sterling maintained by the payee with, or, at the option of the payee, by a cheque in Sterling drawn on, a bank in London.

8.3 Missing Unmatured Coupons

Each Bond should be presented for payment together with all relative unmatured Coupons (which expression shall, for the avoidance of doubt, include Coupons falling to be issued on exchange of matured Talons), failing which the full amount of any relative missing unmatured Coupon (or, in the case of payment not being made in full, that proportion of the full amount of the missing unmatured Coupon which the amount so paid bears to the total amount due) will be deducted from the amount due for payment. Each amount so deducted will be paid in the manner mentioned above against presentation and surrender (or, in the case of part payment only, endorsement) of the relative missing Coupon at any time before the expiry of 10 years after the Relevant Date in respect of the relevant Bond (whether or not the Coupon would otherwise have become void pursuant to Condition 11 (Prescription)) or, if later, five years after the date on which the Coupon would have become due, but not thereafter.

8.4 Payments subject to Applicable Laws

Payments in respect of principal and interest on the Bonds are subject in all cases to any fiscal or other laws and regulations applicable thereto in the place of payment.

8.5 Payment Day

If the date for payment of any amount in respect of any Bond or Coupon is not a Payment Day, the holder thereof shall not be entitled to payment until the next following Payment Day in the relevant place and shall not be entitled to further interest or other payment in respect of such delay.

For these purposes, Payment Day means any day which (subject to Condition 11 (Prescription)):

(a) is, or falls after, the relevant due date;

(b) is, or falls at least one Business Day after, the corresponding Loan Payment Day;

(c) is a Business Day in the place of the specified office of the Paying Agent at which the Bond or Coupon is presented for payment; and

(d) in the case of payment by a credit or transfer to a Sterling account in London as referred to above, is a Business Day in London.

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In this Condition, Business Day means, in relation to any place, a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in that place.

8.6 Initial Paying Agents

The names of the initial Paying Agents and their initial specified offices are set out at the end of these Conditions. The Issuer reserves the right, subject to the prior written approval of the Bond Trustee, at any time to vary or terminate the appointment of any Paying Agent and to appoint additional or other Paying Agents provided that:

(a) there will at all times be a Principal Paying Agent;

(b) there will at all times be at least one Paying Agent (which may be the Principal Paying Agent) having its specified office in a European city which, so long as the Bonds are admitted to official listing on the London Stock Exchange, shall be London or such other place as the Financial Conduct Authority and/or the Prudential Regulation Authority may approve; and

(c) the Issuer undertakes to maintain a Paying Agent in a Member State of the European Union that is not obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC or any law implementing or complying with, or introduced in order to conform to, such Directive.

Notice of any termination or appointment and of any changes in specified offices will be given to the Bondholders promptly by the Issuer in accordance with Condition 15 (Notices).

In acting under the Agency Agreement, the Paying Agents act solely as agents of the Issuer and, in certain circumstances specified therein, of the Bond Trustee and do not assume any obligation to, or relationship of agency or trust with, any Bondholders or Couponholders. The Agency Agreement contains provisions permitting any entity into which any Paying Agent is merged or converted or with which it is consolidated or to which it transfers all or substantially all of its assets to become the successor paying agent.

8.7 Interpretation of principal and interest

Any reference in these Conditions to principal in respect of the Bonds shall be deemed to include, as applicable:

(a) any additional amounts which may be payable with respect to principal under Condition 10 (Taxation); and

(b) any specific redemption price referred to in Condition 9 (Redemption and Purchase) which may be payable by the Issuer under or in respect of the Bonds.

Any reference in these Conditions to interest in respect of the Bonds shall be deemed to include, as applicable, any additional amounts which may be payable with respect to interest under Condition 10 (Taxation).

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9. REDEMPTION AND PURCHASE

9.1 Redemption at Maturity

Unless previously redeemed, or purchased and cancelled as specified in these Conditions, the Bonds will be redeemed by the Issuer at their principal amount on the Maturity Date.

9.2 Early Redemption

If, in accordance with the Loan Agreement, the Borrower elects to prepay the Loan in whole or in part prior to the repayment date specified in the Loan Agreement, then the Issuer shall redeem the Bonds in whole or, in respect of a prepayment in part, in an aggregate principal amount equal to the principal amount of the Loan to be repaid on the date which is two Business Days after that on which payment is made by the Borrower under the Loan Agreement (the Loan Prepayment Date).

Redemption of the Bonds pursuant to this Condition 9.2 shall be made at the higher of the following:

(a) par; and

(b) the amount (as calculated by a financial adviser nominated by the Issuer and approved by the Bond Trustee (the Nominated Financial Adviser) and reported in writing to the Issuer and the Bond Trustee) which is equal to the principal amount of the Bonds to be redeemed multiplied by the price (expressed as a percentage and calculated by the Nominated Financial Adviser) (rounded to three decimal places (0.0005 being rounded upwards)) at which the Gross Redemption Yield on the Bonds (if the Bonds were to remain outstanding until their original maturity) on the Determination Date would be equal to the sum of (i) the Gross Redemption Yield at 3:00 pm (London time) on the Determination Date of the Benchmark Gilt and (ii) 0.50 per cent.,

together with any interest accrued up to (but excluding) the Loan Prepayment Date.

For the purposes of this Condition:

Benchmark Gilt means the 4½% Treasury Gilt 2042 or such other conventional (i.e. not index-linked) UK Government Gilt as the Issuer (with the advice of the Nominated Financial Adviser) may determine (failing such determination, as determined by the Bond Trustee with such advice) to be the most appropriate benchmark conventional UK Government Gilt;

Determination Date means three Business Days prior to the Loan Prepayment Date; and

Gross Redemption Yield means a yield calculated by the Nominated 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 8th June, 1998 and updated on 15th January, 2002 and 16th March, 2005) (as amended or supplemented from time to time).

9.3 Early Redemption for Tax Reasons

If, as a result of any actual or proposed change in tax law, the Issuer determines (in its reasonable commercial judgement), and certifies to the Bond Trustee, that it would, on the

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next following Interest Payment Date, be required to make a withholding or deduction in respect of payments to be made on such Interest Payment Date (other than in respect of a Bondholder Specific Withholding) and the Issuer does not opt to pay additional amounts pursuant to Condition 10.2 (No obligation to pay additional amounts) or, having so opted, notifies the Bond Trustee and the Bondholders, in accordance with Condition 15 (Notices), of its intention to cease paying such additional amounts, the Issuer shall redeem the Bonds in whole, but not in part, at their principal amount, plus accrued interest to (but excluding) the date of redemption, as soon as reasonably practicable prior to the next following Interest Payment Date or, if it is not reasonably practicable for the Issuer to redeem the Bonds prior to the next following Interest Payment Date, within three Business Days thereafter. For the avoidance of doubt, any amounts in respect of accrued interest which fall due on any such redemption of the Bonds (and, where the redemption follows the next following Interest Payment Date, such Interest Payment Date) shall be paid subject to the required withholding or deduction and the Issuer shall not be obliged to pay any additional amounts in respect thereof.

9.4 Mandatory Early Redemption

If the Loan becomes repayable as a result of a Borrower Default then the Issuer shall redeem the Bonds in full at their principal amount, plus accrued interest to (but excluding) the date on which the Loan is repaid (the Loan Repayment Date), on the date which is two Business Days after the Loan Repayment Date.

9.5 Bondholder Put Option

On the Put Option Date, the Issuer shall procure that a member of the Borrower Group purchases all Bonds of each Bondholder which has exercised the Bondholder Put Option at their principal amount plus an amount equal to accrued interest to (but excluding) the Put Option Date.

The Issuer shall notify the Bond Trustee and the Bondholders in accordance with Condition 15 (Notices) promptly upon the Borrower ceasing to be a Registered Provider of Social Housing for a period of 180 consecutive days. Any Bondholder shall have the option (the Bondholder Put Option), within 30 days of such notice, to give an irrevocable notice to the Issuer requiring the Issuer to procure that a member of the Borrower Group purchases on the day falling 45 days after the date on which the Issuer gave its notice specified above (the Put Option Date) all of the Bondholder's remaining Bonds.

9.6 Notice of Early Redemption

Notice of any early redemption in accordance with Condition 9.2 (Early Redemption), Condition 9.3 (Early Redemption for Tax Reasons) or Condition 9.4 (Mandatory Early Redemption) above shall be given by the Issuer to the Bond Trustee, the Paying Agents and the Bondholders, in accordance with Condition 15 (Notices), as promptly as practicable.

In the case of a partial redemption of Bonds, Bonds to be redeemed will be selected in such place as the Bond Trustee may approve and in such manner and at such time as the Bond Trustee may deem appropriate and fair. Notice of any such selection will be given by the Issuer to the Bondholders as promptly as practicable. Each notice will specify the date fixed for redemption, the early redemption amount and the aggregate principal amount of the Bonds to be redeemed, the serial numbers of the Bonds called for redemption, the serial numbers of Bonds previously called for redemption and not presented for payment and the aggregate principal amount of the Bonds which will be outstanding after the partial redemption.

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9.7 Calculations

Each calculation, by or on behalf of the Issuer, for the purposes of this Condition 9 shall, in the absence of manifest error, be final and binding on all persons. If the Issuer does not at any time for any reason calculate amounts referred to in this Condition 9, such amounts may be calculated by the Bond Trustee, or an agent appointed (at the expense of the Issuer) by the Bond Trustee for this purpose, (without any liability accruing to the Bond Trustee as a result) based on information supplied to it by the Issuer and each such calculation shall be deemed to have been made by the Issuer.

9.8 Purchase of Bonds by the Borrower or members of the Borrower Group

The Borrower and any other member of the Borrower Group may at any time purchase Bonds in the open market or otherwise at any price. Following any such purchase or following any purchase of any Bonds in accordance with Condition 9.5 (Bondholder Put Option) pursuant to the exercise of the Bondholder Put Option by one or more Bondholders, the Borrower or such member of the Borrower Group, as the case may be, may (but is not obliged to) surrender the Bonds to the Issuer for cancellation. An amount equal to the principal amount of the Bonds being surrendered shall be deemed to be prepaid under the Loan Agreement (but, for the avoidance of doubt, without triggering a redemption under Condition 9.2 (Early Redemption)) or, to the extent that the Loan is not then outstanding, an amount of the Undrawn Commitment equal to the Outstanding Balance of the Bonds surrendered shall be deemed to be cancelled for the purposes of the Loan Agreement and an amount of Retained Proceeds equal to the Cancelled Retained Proceeds shall be paid by the Issuer to the Borrower or such member of the Borrower Group, as the case may be.

9.9 Purchase of Bonds by the Issuer

The Issuer shall purchase the Retained Bonds on the Issue Date and may at any time purchase Bonds in the open market or otherwise at any price.

9.10 Cancellation of purchased or redeemed Bonds

All Bonds redeemed by the Issuer pursuant to Condition 9.2 (Early Redemption), Condition 9.3 (Early Redemption for Tax Reasons) or Condition 9.4 (Mandatory Early Redemption) or surrendered to the Issuer for cancellation pursuant to Condition 9.8 (Purchase of Bonds by the Borrower or members of the Borrower Group) shall be cancelled and may not be re-issued or resold.

The Issuer (a) may cancel any Retained Bonds held by it or on its behalf following a request by the Borrower, pursuant to the Loan Agreement, to cancel a corresponding amount of the Undrawn Commitment; (b) shall cancel all Retained Bonds held by or on behalf of the Issuer (i) immediately prior to such Retained Bonds being redeemed on the Maturity Date; (ii) forthwith upon notice that the Bonds are to be redeemed (and, in any event, prior to such redemption) in accordance with Condition 9.3 (Early Redemption for Tax Reasons), Condition 12 (Events of Default and Enforcement) or Condition 9.4 (Mandatory Early Redemption); and (iii) on the date falling five years after the Issue Date; and (c) may cancel any Bonds (other than Retained Bonds) held by it or on its behalf at any time at its discretion.

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10. TAXATION

10.1 Payments without withholding

All payments of principal and interest in respect of the Bonds and Coupons by or on behalf of the Issuer shall be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature (Taxes) imposed or levied by or on behalf of the Relevant Jurisdiction, unless such withholding or deduction is required by law in which case the relevant payment will be made subject to such withholding or deduction.

10.2 No obligation to pay additional amounts

Neither the Issuer (subject as follows), the Bond Trustee nor any Paying Agent shall be obliged to pay any additional amounts to the Bondholders or Couponholders as a result of any withholding or deduction made in accordance with Condition 10.1 (Payments without withholding).

Notwithstanding the foregoing, in the event that the Issuer would, on the next Interest Payment Date, be required to make a withholding or deduction in respect of tax (other than in respect of a Bondholder Specific Withholding), the Issuer may, provided that it has given notice to the Bond Trustee and the Bondholders, in accordance with Condition 15 (Notices), of its intention to do so prior to such Interest Payment Date, pay to Bondholders such additional amounts as may be necessary in order that the net amounts received by the Bondholders after such withholding or deduction will equal the amounts of principal and interest which would have been received in respect of the Bonds in the absence of such withholding or deduction. If at any time the Issuer intends to cease paying such additional amounts it may do so by giving notice to the Bondholders and the Bond Trustee of its intention to do so with effect from the next Interest Payment Date.

11. PRESCRIPTION

The Bonds and Coupons will become void unless presented for payment within a period of 10 years (in the case of principal) and five years (in the case of interest) after the Relevant Date therefor.

There shall not be included in any Coupon sheet issued on exchange of a Talon any Coupon the claim for payment in respect of which would be void pursuant to this Condition or Condition 8 (Payments) or any Talon which would be void pursuant to Condition 8 (Payments).

12. EVENTS OF DEFAULT AND ENFORCEMENT

12.1 Events of Default

The Bond Trustee at its discretion may, and if so requested in writing by the holders of at least one-fourth in principal amount of the Bonds then outstanding or if so directed by an Extraordinary Resolution shall, (subject in each case to being secured and/or indemnified and/or pre-funded to its satisfaction) (but in the case of the happening of any of the events described in paragraphs 12.1(b), (c) and (i) below, only if the Bond Trustee shall have certified in writing to the Issuer that such event is, in its opinion, materially prejudicial to the interests of the Bondholders), give notice in writing to the Issuer that the Bonds are, and the Bonds shall thereupon immediately become, due and repayable at their principal amount

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together with accrued interest as provided in the Bond Trust Deed if any of the following events (each an Event of Default) shall occur:

(a) if default is made in the payment of any principal or interest due in respect of the Bonds or any of them and the default continues for a period of seven days in the case of principal and fourteen days in the case of interest; or

(b) if the Issuer fails to perform or observe any of its other obligations under, or in respect of, the Conditions or the Bond Trust Deed or if any representation given by the Issuer to the Bond Trustee in the Bond Trust Deed is found to be untrue, incorrect or misleading as at the time it was given and (except in any case where, in the opinion of the Bond Trustee, the failure or inaccuracy is incapable of remedy when no such continuation or notice as is hereinafter mentioned will be required) the failure or inaccuracy continues for the period of 30 days next following the service by the Bond Trustee on the Issuer of notice requiring the same to be remedied; or

(c) (A) any other present or future indebtedness of the Issuer 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 default, event of default or the like (howsoever described), or (B) any such indebtedness is not paid when due or, as the case may be, within any originally applicable grace period, or (C) the Issuer 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 paragraph (c) have occurred equals or exceeds £10,000,000 or its equivalent in other currencies (as reasonably determined by the Bond Trustee); or

(d) if any order is made by any competent court or resolution passed for the winding up or dissolution of the Issuer save for the purposes of reorganisation on terms previously approved in writing by the Bond Trustee or by an Extraordinary Resolution; or

(e) if the Issuer ceases or threatens to cease to carry on the whole or, in the opinion of the Bond Trustee, substantially all of its business, save for the purposes of a reorganisation on terms previously approved in writing by the Bond Trustee or by an Extraordinary Resolution; or

(f) if the Issuer stops or threatens to stop payment of, or is unable to, or admits inability to, pay, its debts (or any class of its debts) as they fall due, or is deemed unable to pay its debts pursuant to or for the purposes of any applicable law, or is adjudicated or found bankrupt or insolvent; or

(g) if (A) proceedings are initiated against the Issuer under any applicable liquidation, insolvency, composition, reorganisation or other similar laws, or an application is made (or documents filed with a court) for the appointment of an administrative or other receiver, liquidator, manager, administrator or other similar official, or an administrative or other receiver, liquidator, manager, administrator or other similar official is appointed, in relation to the Issuer or, as the case may be, in relation to all or substantially all of the Issuer's undertaking or assets, or an encumbrancer takes possession of all or substantially all of the Issuer's undertaking or assets, or a distress, execution, attachment, sequestration or other process is levied, enforced upon, sued out or put in force against all or substantially all of the Issuer's undertaking or assets

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and (B) in any such case (other than the appointment of an administrator) is not discharged within 14 days; or

(h) if the Issuer initiates or consents to judicial proceedings relating to itself under any applicable liquidation, insolvency, composition, reorganisation or other similar laws (including the obtaining of a moratorium) or makes a conveyance or assignment for the benefit of, or enters into any composition or other arrangement with, its creditors generally (or any class of its creditors) or any meeting is convened to consider a proposal for an arrangement or composition with its creditors generally (or any class of its creditors); or

(i) if it is or will become unlawful for the Issuer to perform or comply with any of its obligations under or in respect of the Bonds, the Bond Trust Deed or the Loan Agreement.

12.2 Enforcement

The Bond Trustee may at any time, at its discretion and without notice, take such proceedings and/or other steps or action (including lodging an appeal in any proceedings) against or in relation to the Issuer as it may think fit to enforce the provisions of the Bond Trust Deed, the Bonds, the Coupons and/or any of the other Transaction Documents or otherwise, but it shall not be bound to take any such proceedings or other steps or action unless (i) it shall have been so directed by an Extraordinary Resolution or so requested in writing by the holders of at least one-fourth in principal amount of the Bonds then outstanding and (ii) it shall have been secured and/or indemnified and/or pre-funded to its satisfaction.

The Bond Trustee may refrain from taking any action in any jurisdiction if the taking of such action in that jurisdiction would, in its opinion based upon legal advice in the relevant jurisdiction, be contrary to any law of that jurisdiction. Furthermore, the Bond Trustee may also refrain from taking such action if it would otherwise render it liable to any person in that jurisdiction or if, in its opinion based upon such legal advice, it would not have the power to do the relevant thing in that jurisdiction by virtue of any applicable law in that jurisdiction or if it is determined by any court or other competent authority in that jurisdiction that it does not have such power.

No Bondholder, Couponholder or any Secured Party (other than the Bond Trustee) shall be entitled (i) to take any steps or action against the Issuer to enforce the performance of any of the provisions of the Bond Trust Deed, the Bonds, the Coupons or any of the other Transaction Documents or (ii) to take any other action (including lodging an appeal in any proceedings) in respect of or concerning the Issuer, in each case unless the Bond Trustee, having become bound so to take any such steps, actions or proceedings, fails so to do within a reasonable period and the failure shall be continuing.

13. REPLACEMENT OF BONDS, COUPONS AND TALONS

Should any Bond, Coupon or Talon be lost, stolen, mutilated, defaced or destroyed, it may be replaced at the specified office of the Principal Paying Agent (subject to all applicable laws and the requirements of the UK Listing Authority or the London Stock Exchange) upon payment by the claimant of such costs and expenses as may be incurred in connection therewith and on such terms as to evidence and indemnity as the Issuer may reasonably require. Mutilated or defaced Bonds, Coupons or Talons must be surrendered before replacements will be issued.

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14. EXCHANGE OF TALONS

On and after the Interest Payment Date on which the final Coupon comprised in any Coupon sheet matures, the Talon (if any) forming part of such Coupon sheet may be surrendered at the specified office of the Principal Paying Agent or any other Paying Agent in exchange for a further Coupon sheet including (if such further Coupon sheet does not include Coupons to (and including) the final date for the payment of interest due in respect of the Bond to which it appertains) a further Talon, subject to the provisions of Condition 11 (Prescription).

15. NOTICES

All notices regarding the Bonds will be deemed to be validly given if published in a leading English language daily newspaper of general circulation in London. It is expected that any such publication in a newspaper will be made in the Financial Times in London. The Issuer shall also ensure that notices are duly published in a manner which complies with the rules and regulations of any stock exchange or other relevant authority on which the Bonds are for the time being listed or by which they have been admitted to trading. Any such notice will be deemed to have been given on the date of the first publication or, where required to be published in more than one newspaper, on the date of the first publication in all required newspapers. If, in the opinion of the Bond Trustee, publication as provided above is not practicable, a notice shall be validly given if published in another leading daily English language newspaper with general circulation in Europe.

Notices to be given by any Bondholder shall be in writing and given by lodging the same, together with the relative Bond or Bonds, with the Principal Paying Agent.

Couponholders shall be deemed for all purposes to have notice of the contents of any notice given to the holders of the Bonds in accordance with this Condition 15 (Notices).

16. SUBSTITUTION

The Bond Trust Deed contains provisions permitting the Bond Trustee, subject to any required amendment of the Bond Trust Deed, without the consent of the Bondholders or the Couponholders or any Secured Party, to agree with the Issuer to the substitution in place of the Issuer (or of any previous substitute under this Condition) as the principal debtor under the Bonds, the Coupons and the Bond Trust Deed of another company, industrial and provident society or other entity subject to:

(a) the Bond Trustee being satisfied that the interests of the Bondholders will not be materially prejudiced by the substitution; and

(b) certain other conditions set out in the Bond Trust Deed being complied with.

Any such substitution shall be notified to the Bondholders in accordance with Condition 15 (Notices) as soon as practicable thereafter.

17. MEETINGS OF BONDHOLDERS, MODIFICATION AND WAIVER

17.1 Meetings of Bondholders

The Bond Trust Deed contains provisions for convening meetings of the Bondholders to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of the Bonds, the Coupons or any of the provisions of the Bond Trust Deed (as more particularly described in the Bond Trust Deed). Such a meeting may be

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convened by the Issuer or the Bond Trustee and shall be convened by the Issuer if required in writing by Bondholders holding not less than ten per cent. in principal amount of the Bonds for the time being remaining outstanding (other than in respect of a meeting requested by Bondholders to discuss the financial position of the Issuer and the Borrower Group, which shall be requested in accordance with, and shall be subject to, Condition 6.2(c) (Information Covenants)). The quorum at any such meeting for passing an Extraordinary Resolution is one or more persons holding or representing in aggregate more than 50 per cent. in principal amount of the Bonds for the time being outstanding, or at any adjourned meeting one or more persons being or representing Bondholders whatever the principal amount of the Bonds so held or represented, except that at any meeting the business of which includes any matter defined in the Bond Trust Deed as a Basic Terms Modification, including, inter alia, modifying any date for payment of principal or interest thereon, reducing or cancelling the amount of principal or the rate of interest payable in respect of the Bonds or altering the currency of payment of the Bonds or the Coupons, the quorum shall be one or more persons holding or representing in aggregate not less than 75 per cent. in principal amount of the Bonds for the time being outstanding, or at any such adjourned meeting one or more persons holding or representing in aggregate not less than 25 per cent. in principal amount of the Bonds for the time being outstanding. The Bond Trust Deed provides that (i) a resolution passed at a meeting duly convened and held in accordance with the Bond Trust Deed by a majority consisting of not less than 75 per cent. of the votes cast on such resolution, (ii) a resolution in writing signed by or on behalf of the holders of not less than 75 per cent. in principal amount of the Bonds for the time being outstanding or (iii) consent given by way of electronic consents through the relevant clearing system(s) (in a form satisfactory to the Bond Trustee) by or on behalf of the holders of not less than 75 per cent. in principal amount of the Bonds for the time being outstanding, shall, in each case, be effective as an Extraordinary Resolution of the Bondholders. An Extraordinary Resolution passed by the Bondholders shall be binding on all the Bondholders, whether or not (in the case of Extraordinary Resolutions passed at any meeting) they are present at any meeting and whether or not they voted on the resolution, and on all Couponholders.

17.2 Modification, Waiver, Authorisation and Determination

The Bond Trustee may agree, without the consent of the Bondholders, the Couponholders or any Secured Party, to any modification (except as stated in the Bond Trust Deed) of, or to the waiver or authorisation of any breach or proposed breach of, any of the provisions of the Bonds, the Bond Trust Deed, any Legal Mortgage or any other Transaction Document, or determine, without any such consent as aforesaid, that any Potential Event of Default or Event of Default shall not be treated as such, where, in any such case, it is not, in the opinion of the Bond Trustee, materially prejudicial to the interests of the Bondholders so to do or may agree, without any such consent as aforesaid, to any modification which, in the opinion of the Bond Trustee, is of a formal, minor or technical nature or to correct a manifest error or an error which is, in the opinion of the Bond Trustee, proven. Any such modification, waiver, authorisation or determination shall be binding on the Bondholders, the Couponholders and the Secured Parties and shall be notified to the Bondholders in accordance with Condition 15 (Notices) as soon as practicable thereafter.

17.3 Bond Trustee to have regard to interests of Bondholders as a class

In connection with the exercise by it of any of its trusts, powers, authorities and discretions (including, without limitation, any modification, waiver, authorisation, determination or substitution), the Bond Trustee shall have regard to the general interests of the Bondholders (excluding the Issuer, for so long as it holds any Bonds) as a class (but shall not have regard to any interests arising from circumstances particular to individual Bondholders or

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Couponholders whatever their number) and, in particular but without limitation, shall not have regard to the consequences of any such exercise for individual Bondholders or Couponholders (whatever their number) resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any particular territory or any political sub-division thereof and the Bond Trustee shall not be entitled to require, nor shall any Bondholder or Couponholder be entitled to claim, from the Issuer, the Bond Trustee or any other person any indemnification or payment in respect of any tax consequences of any such exercise upon individual Bondholders or Couponholders.

18. INDEMNIFICATION AND PROTECTION OF THE BOND TRUSTEE AND BOND TRUSTEE CONTRACTING WITH THE ISSUER

The Bond Trust Deed contains provisions for the indemnification of the Bond Trustee and for its relief from responsibility and liability towards the Issuer, the Bondholders and the Couponholders, including (i) provisions relieving it from taking action unless secured and/or indemnified and/or pre-funded to its satisfaction and (ii) provisions limiting or excluding its liability in certain circumstances. The Bond Trustee is exempted from any liability in respect of any loss, diminution in value or theft of all or any part of the Issuer Charged Property, from any obligation to insure all or any part of the Issuer Charged Property (including, in either such case, any documents evidencing, constituting or representing the same or transferring any rights, benefits and/or obligations thereunder), or to procure the same to be insured.

The Bond Trust Deed also contains provisions pursuant to which the Bond Trustee is entitled, inter alia, (a) to enter into or be interested in any contract or financial or other transaction or other arrangement with the Issuer and/or any other Transaction Party or any person or body corporate associated with the Issuer and/or any Transaction Party and (b) to accept or hold the trusteeship of any other trust deed constituting or securing any other securities issued by, or relating to, the Issuer and/or any Transaction Party or any such person or body corporate so associated or any other office of profit under the Issuer and/or any Transaction Party or any such person or body corporate so associated.

The Bond Trustee shall not be bound to take any step or action in connection with the Bond Trust Deed or the Bonds or obligations arising pursuant thereto or pursuant to the other Transaction Documents, where it is not satisfied that it is indemnified and/or secured and/or pre-funded against all its liabilities and costs incurred in connection with such step or action and may demand, prior to taking any such step or action, that there be paid to it in advance such sums as it considers (without prejudice to any further demand) shall be sufficient so as to indemnify it.

The Bond Trustee shall have no responsibility for the validity, sufficiency or enforceability of the Issuer Security. The Bond Trustee shall not be responsible for monitoring the compliance by any of the other Transaction Parties with their obligations under the Transaction Documents, neither shall the Bond Trustee be responsible for monitoring the compliance by the Borrower or any of the other parties to the Legal Mortgages and the Security Trust Deed of their obligations under the Legal Mortgages, the Security Trust Deed or any other document.

19. FURTHER ISSUES

The Issuer shall be at liberty from time to time without the consent of the Bondholders or the Couponholders to create and issue further bonds having terms and conditions (and backed by the same assets) the same as the Bonds or the same in all respects save for the amount and date of the first payment of interest thereon and so that the same shall be consolidated and

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form a single series with the outstanding Bonds. Any further bonds so created and issued shall be constituted by a trust deed supplemental to the Bond Trust Deed.

20. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

No person shall have any right to enforce any term or condition of this Bond under the Contracts (Rights of Third Parties) Act 1999, but this does not affect any right or remedy of any person which exists or is available apart from that Act.

21. GOVERNING LAW

The Bond Trust Deed, the Loan Agreement, the Agency Agreement, the Account Agreement, the Bonds and the Coupons, and any non-contractual obligations or matters arising from or in connection with them, shall be governed by, and construed in accordance with, English law.

22. SUBMISSION TO JURISDICTION

The Issuer has, in the Bond Trust Deed, irrevocably agreed for the benefit of the Bond Trustee, the Bondholders and the Couponholders that the courts of England are to have exclusive jurisdiction to settle any disputes that may arise out of or in connection with the Bond Trust Deed, the Bonds or the Coupons (including a dispute relating to non-contractual obligations arising out of or in connection with the Bond Trust Deed, the Bonds or the Coupons) and accordingly has submitted to the exclusive jurisdiction of the English courts.

The Issuer has, in the Bond Trust Deed, waived any objection to the courts of England on the grounds that they are an inconvenient or inappropriate forum. The Bond Trustee, the Bondholders and the Couponholders may take any suit, action or proceeding arising out of or in connection with the Bond Trust Deed, the Bonds or the Coupons respectively (including any suit, action or proceedings relating to any non-contractual obligations arising out of or in connection with the Bond Trust Deed, the Bonds or the Coupons) (together referred to as Proceedings) against the Issuer in any other court of competent jurisdiction and concurrent Proceedings in any number of jurisdictions.

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FORM OF THE BONDS AND SUMMARY OF PROVISIONS RELATING TO THE BONDS WHILE IN GLOBAL FORM

Form of the Bonds

Form, Exchange and Payments

The Bonds will be in bearer new global note (NGN) form and will be initially issued in the form of a temporary global bond (a Temporary Global Bond) which will be delivered on or prior to the issue date of the Bonds to a common safekeeper for Euroclear Bank S.A./N.V. (Euroclear) and/or Clearstream Banking, société anonyme (Clearstream, Luxembourg).

The Bonds are intended to be held in a manner which will allow Eurosystem eligibility. This means that the Bonds are intended upon issue to be deposited with Euroclear or Clearstream, Luxembourg as common safekeeper and does not necessarily mean that the Bonds 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. Bondholders should note that the European Central Bank has applied a temporary extension of Eurosystem eligibility to Sterling denominated securities, the effective date for this temporary extension being 9th November, 2012. However, should this extension cease at any time during the life of the Bonds, the Bonds will not be in a form which can be recognised as eligible collateral.

Whilst the Bonds are represented by the Temporary Global Bond, payments of principal, interest (if any) and any other amount payable in respect of the Bonds due prior to the Exchange Date (as defined below) will be made only to the extent that certification (in a form to be provided) to the effect that the beneficial owners of interests in the Temporary Global Bond are not U.S. persons or persons who have purchased for resale to any U.S. person, as required by U.S. Treasury regulations, has been received by Euroclear and/or Clearstream, Luxembourg and Euroclear and/or Clearstream, Luxembourg, as applicable, has given a like certification (based on the certifications it has received) to the Principal Paying Agent.

On and after the date (the Exchange Date) which is 40 days after the Temporary Global Bond is issued, interests in the Temporary Global Bond will be exchangeable (free of charge) upon a request as described therein for interests recorded in the records of Euroclear or Clearstream, Luxembourg, as the case may be, in a permanent global bond (the Permanent Global Bond and, together with the Temporary Global Bond, the Global Bonds), against certification of beneficial ownership as described above unless such certification has already been given. The holder of the Temporary Global Bond will not be entitled to collect any payment of interest, principal or other amount due on or after the Exchange Date unless, upon due certification, exchange of the Temporary Global Bond for an interest in the Permanent Global Bond is improperly withheld or refused.

Payments of principal, interest (if any) or any other amounts on the Permanent Global Bond will be made through Euroclear and/or Clearstream, Luxembourg without any requirement for certification.

On each occasion of a payment in respect of a Global Bond the Principal Paying Agent shall instruct Euroclear and Clearstream, Luxembourg to make appropriate entries in their records to reflect such payment.

The Global Bonds will be exchangeable (free of charge), in whole but not in part, for definitive Bonds with interest coupons and talons attached only upon the occurrence of an Exchange Event. For these purposes, Exchange Event means that (i) an Event of Default (as defined in Condition 12.1 (Events of Default)) has occurred and is continuing, or (ii) the Issuer has been notified that both Euroclear and Clearstream, Luxembourg have been closed for business for a continuous period of 14 days (other

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than by reason of holiday, statutory or otherwise) or have announced an intention permanently to cease business or have in fact done so and no successor clearing system satisfactory to the Bond Trustee is available or (iii) the Issuer has or will become subject to adverse tax consequences which would not be suffered were the Bonds represented by the relevant Global Bond in definitive form. The Issuer will promptly give notice to Bondholders in accordance with Condition 15 (Notices) if an Exchange Event occurs. In the event of the occurrence of an Exchange Event, Euroclear and/or Clearstream, Luxembourg (acting on the instructions of any holder of an interest in such Permanent Global Bond) or the Bond Trustee may give notice to the Principal Paying Agent requesting exchange and, in the event of the occurrence of an Exchange Event as described in (iii) above, the Issuer may also give notice to the Principal Paying Agent requesting exchange. Any such exchange shall occur not later than 45 days after the date of receipt of the first relevant notice by the Principal Paying Agent.

Legend concerning United States persons

The following legend will appear on all Bonds and interest coupons relating to the Bonds:

"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 sections referred to provide that United States holders, with certain exceptions, will not be entitled to deduct any loss on the Bonds or interest coupons and will not be entitled to capital gains treatment of any gain on any sale, disposition, redemption or payment of principal in respect of the Bonds or interest coupons.

Summary of Provisions relating to the Bonds while in Global Form

Notices

For so long as all of the Bonds are represented by one or both of the Global Bonds and such Global Bond(s) is/are held on behalf of Euroclear and/or Clearstream, Luxembourg, notices to Bondholders (which includes, for this purpose, any Compliance Certificate, Security Adjustment Certificate or annual reports required to be made available pursuant to a request by any of the Bondholders pursuant to Condition 6.2 (Information Covenants)) may be given by delivery of the relevant notice to Euroclear and/or Clearstream, Luxembourg (as the case may be) for communication to the relative Accountholders (as defined below) rather than by publication as required by Condition 15 (Notices). Any such notice shall be deemed to have been given to the holders of the Bonds on the day after the day on which such notice was delivered to Euroclear and/or Clearstream, Luxembourg (as the case may be) as aforesaid.

For so long as all of the Bonds are represented by one or both of the Global Bonds and such Global Bond(s) is/are held on behalf of Euroclear and/or Clearstream, Luxembourg, notices to be given by any Bondholder may be given to the Principal Paying Agent through Euroclear and/or Clearstream, Luxembourg and otherwise in such manner as the Principal Paying Agent and Euroclear and/or Clearstream, Luxembourg, as the case may be, may approve for this purpose.

Accountholders

For so long as any of the Bonds is represented by a Global Bond held on behalf of Euroclear and/or Clearstream, Luxembourg, each person (other than Euroclear or Clearstream, Luxembourg) who is for the time being shown in the records of Euroclear or of Clearstream, Luxembourg as the holder of a particular principal amount of such Bonds (the Accountholder) (in which regard any certificate or

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other document issued by Euroclear or Clearstream, Luxembourg as to the principal amount of such Bonds standing to the account of any person shall be conclusive and binding for all purposes save in the case of manifest error) shall be treated as the holder of such principal amount of such Bonds for all purposes other than with respect to the payment of principal or interest on such principal amount of such Bonds, for which purpose the bearer of the relevant Global Bond shall be treated as the holder of such principal amount of such Bonds in accordance with and subject to the terms of the relevant Global Bond and the expressions Bondholder and holder of Bonds and related expressions shall be construed accordingly. In determining whether a particular person is entitled to a particular principal amount of Bonds as aforesaid, the Bond Trustee may rely on such evidence and/or information and/or certification as it shall, in its absolute discretion, think fit and, if it does so rely, such evidence and/or information and/or certification shall, in the absence of manifest error, be conclusive and binding on all concerned.

Bonds which are represented by a Global Bond will be transferable only in accordance with the rules and procedures for the time being of Euroclear and Clearstream, Luxembourg, as the case may be.

Prescription

Claims against the Issuer in respect of principal and interest on the Bonds represented by a Global Bond will be prescribed after 10 years (in the case of principal) and five years (in the case of interest) from the Relevant Date.

Cancellation

Cancellation of any Bond represented by a Global Bond and required by the Conditions of the Bonds to be cancelled following its redemption or purchase will be effected by entry in the records of Euroclear or Clearstream, Luxembourg, as the case may be.

Bondholder Put Option

For so long as all of the Bonds are represented by one or both of the Global Bonds and such Global Bond(s) is/are held on behalf of Euroclear and/or Clearstream, Luxembourg, the option of the Bondholders provided for in Condition 9.5 (Bondholder Put Option) may be exercised by an Accountholder giving notice to the Principal Paying Agent in accordance with the standard procedures of Euroclear and Clearstream, Luxembourg (which may include notice being given on his instructions by Euroclear or Clearstream, Luxembourg or any common safekeeper for them to the Principal Paying Agent by electronic means) of the exercise of such option and at the same time presenting or procuring the presentation of the relevant Global Bond to the Principal Paying Agent for notation accordingly within the time limits set forth in that Condition.

Partial Redemption

For so long as all of the Bonds are represented by one or both of the Global Bonds and such Global Bond(s) is/are held on behalf of Euroclear and/or Clearstream, Luxembourg, no selection of Bonds will be required under Condition 9.6 (Notice of Early Redemption) in the event that the Bonds are to be redeemed in part pursuant to Condition 9.2 (Early Redemption). In such event, the standard procedures of Euroclear and/or Clearstream, Luxembourg shall operate to determine which interests in the Global Bond(s) are to be subject to such redemption.

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USE OF PROCEEDS

Subject as set out below, the net proceeds from the issue of the Bonds or, in the case of the Retained Bonds, the net proceeds of the sale of the Bonds to a third party (after deduction of expenses payable by the Issuer) will be advanced by the Issuer to the Borrower pursuant to the Loan Agreement to be applied in the achievement of the Borrower's charitable objects (including, without limitation, on-lending to its subsidiaries and the repayment of any existing indebtedness of the Borrower and any other amounts due and payable thereunder).

For so long as insufficient security has been granted by the Borrower in favour of the Security Trustee for the benefit of the Issuer to permit the drawing of the Funded Commitment in full, or the Borrower has not otherwise drawn any part of the Funded Commitment, the amount of the Funded Commitment that remains undrawn (the Retained Proceeds) shall be retained in a charged account of the Issuer in accordance with the terms of the Account Agreement and the Custody Agreement (and may be invested in Permitted Investments). Any Retained Proceeds (and any net sale proceeds from a sale by the Issuer of Retained Bonds (less any Retained Bond Premium Amount)) may be advanced to the Borrower at a later date pursuant to the Loan Agreement to the extent that Properties of a corresponding value have been charged in favour of the Security Trustee and allocated as Designated Security for the benefit of the Issuer. In addition, in the event that any losses are made in respect of any Retained Proceeds which have been invested in Permitted Investments, each drawing to be made by the Issuer to the Borrower pursuant to the Loan Agreement shall be advanced in accordance with the terms of the Loan Agreement (which may be a discount to the principal amount requested).

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DESCRIPTION OF THE LOAN AGREEMENT

The following description of the Loan Agreement consists of a summary of certain provisions of the Loan Agreement and is subject to the detailed provisions thereof. The Loan Agreement is not, however, incorporated by reference into, and therefore does not form part of, this Prospectus.

Definitions used in this section but not otherwise defined in this Prospectus have the meanings given to them in the Loan Agreement.

Facility

Subject to the provisions of the bond loan agreement (the Loan Agreement) dated on or around the Issue Date between the Issuer, the Borrower and the Security Trustee, the Issuer shall commit to make a loan to the Borrower in the principal amount of £200,000,000 (the Original Commitment and, together with any further commitments, the Commitment). The Loan is the principal amount of the Commitment that has been advanced to the Borrower or the outstanding balance thereof.

The Commitment may be drawn in one or more drawings and the maximum principal amount of each drawing shall be an amount which corresponds to the Minimum Value of the Initial Properties and any Additional Properties which have, on or before the date of such drawing, been charged in favour of the Security Trustee, for the benefit of the Issuer, less such amount of the Commitment which has previously been drawn.

No Commitment may be drawn until the Borrower has satisfied the conditions set out in Clause 2(c) (Facility) in respect of the first drawing, and the conditions set out in Clause 10.1 (Additional Properties) in respect of any subsequent drawings of amounts of the Commitment which exceed the Minimum Value of the Initial Properties. In addition, each of the Issuer and the Borrower have acknowledged that any drawing of a Commitment shall be subject to the Security Trustee being satisfied that the value of the Issuer's Designated Security (based solely on the relevant confirmation from the Borrower of the Minimum Value of the Properties forming part of the Issuer's Designated Security (which itself shall be evidenced by the relevant Full Valuation Report or Desk Top Valuation, as the case may be, (each a Valuation)), which the Security Trustee is entitled to rely upon without further enquiry or investigation in respect thereof) is such that the Asset Cover Test is satisfied immediately following such drawing and, in respect of any part of the Commitment which is to be funded by the Issuer by a sale of Retained Bonds and/or an issue of further Bonds, the receipt by the Issuer of such net sale proceeds or issue proceeds thereof.

The Borrower has acknowledged that the Issuer may invest all or any part of the Retained Proceeds in Permitted Investments in accordance with the Custody Agreement and that, as a result of (i) any losses made by the Issuer in respect of such Permitted Investments and/or (ii) any issue or sale of Bonds by the Issuer made at a discount to the principal amount of such Bonds, the amount of Retained Proceeds held by the Issuer, at the time of any drawdown request, may be less than the Undrawn Commitment which is to be funded from such Retained Proceeds. Each drawing to be funded from the Retained Proceeds shall be advanced in an amount equal to the Actual Advance Amount (which may be a discount to the principal amount requested).

For this purpose, Actual Advance Amount means, in respect of each drawing funded from Retained Proceeds, the principal amount of such drawing multiplied by the result of dividing (i) the amount of Retained Proceeds held by the Issuer at the time of the drawdown request (for the avoidance of doubt, after taking into account any losses suffered by the Issuer as a result of investing in Permitted Investments but, for this purpose, excluding any Permitted Investment Profit) by (ii) the Undrawn Commitment which is to be funded from such Retained Proceeds.

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For the avoidance of doubt:

(a) the Borrower shall not be required to monitor the market value of any Permitted Investments;

(b) any difference between the principal amount of a drawing and the relevant Actual Advance Amount shall be ignored in determining the amount of the Loan and, inter alia, the calculation of interest, principal and premium payments payable in respect thereon; and

(c) any income received by the Issuer in respect of Permitted Investments shall not be credited to the Initial Cash Security Account but shall instead be credited to the Transaction Account in accordance with the Account Agreement.

The Issuer and the Borrower have agreed that:

(a) where the Issuer is required to sell any Permitted Investments to fund a drawing under the Loan Agreement and such sale results in a Permitted Investment Profit, the Issuer shall make a Gift Aid Payment to a Charitable Group Member in an amount equal to the Permitted Investment Profit and, for the avoidance of doubt, such drawing shall be advanced at the Actual Advance Amount; and

(b) immediately prior to the end of each accounting period, to the extent that the Issuer would otherwise be required to recognise a profit for tax purposes in respect of its Permitted Investments and/or Retained Bonds as a result of the movement in the fair value recognised in its accounts of such Permitted Investments and/or Retained Bonds for that accounting period, the Issuer shall sell Permitted Investments in an aggregate amount equal to the Accounting Profit and shall, in the same accounting period or, where the Lender makes a valid claim under section 199 of the Corporation Tax Act 2010, within nine months of the end of that accounting period, make a Gift Aid Payment to a Charitable Group Member in an amount equal to the Accounting Profit.

The Issuer and the Borrower have also agreed that, upon a sale (if any) of the Retained Bonds by the Issuer:

(a) in the event that such sale produces a Retained Bond Premium Amount, the Issuer shall make a gift aid payment to a Charitable Group Member in an amount equal to the Retained Bond Premium Amount and, for the avoidance of doubt, where the Issuer is required to sell such Retained Bonds to directly fund a drawing under the Loan Agreement, such drawing shall be advanced at the Retained Bond Actual Advance Amount; and

(b) where the Issuer is required to sell any Retained Bonds to directly fund a drawing under the Loan Agreement and such sale is made at a discount to the principal amount of such Retained Bonds, such drawing shall be advanced at a discount in an amount equal to the Retained Bond Actual Advance Amount.

For this purpose, Retained Bond Actual Advance Amount means, in relation to each drawing under the Loan Agreement which is funded directly by a sale of Retained Bonds, the principal amount of such drawing multiplied by the result of dividing (i) the net proceeds of sale of such Retained Bonds (excluding, for this purpose, the Retained Bond Premium Amount) by (ii) the principal amount of such Retained Bonds.

For the avoidance of doubt:

(a) the Borrower shall not be required to monitor the market value of any Retained Bonds; and

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(b) any difference between the principal amount of a drawing and the relevant Retained Bond Actual Advance Amount shall be ignored in determining the amount of the Loan and, inter alia, the calculation of interest, principal and premium payments payable in respect thereon.

The Borrower has agreed that, where the Issuer is required to sell any Retained Bonds in order to fund a drawdown request, the Issuer's obligations to fund such drawdown will be subject to the ability of the Issuer to sell such Retained Bonds to a third party.

For so long as any Retained Bonds are held by or on behalf of the Issuer, the Borrower may request that an amount of the Commitment be cancelled (provided that such amount does not exceed the principal amount of Retained Bonds held by or on behalf of the Issuer at that time). As soon as practicable following any such request, the Issuer shall cancel Retained Bonds in a corresponding amount. Such cancellation of the Commitment shall take effect upon the cancellation of such Retained Bonds.

Subject to the conditions precedent set out in Clause 4.2 (Conditions to the Making of Further Commitments) of the Loan Agreement, the Issuer may make further commitments to the Borrower, each in an amount to be agreed between the Issuer, the Borrower and the Security Trustee, following the issuance of further bonds pursuant to Condition 19 (Further Issues).

Purpose

The proceeds of the Loan may only be used by the Borrower in accordance with the Borrower's charitable objects, as permitted by its Rules including, for the avoidance of doubt, the repayment of any existing indebtedness of the Borrower and any other amounts due and payable thereunder.

Interest

Rate of Interest

Following its advance, the Loan will carry interest from (and including) the date of its initial advance at the rate of 4.816 per cent. per annum, payable in arrear by half yearly instalments on each Loan Payment Date (being four Business Days prior to each Interest Payment Date).

Interest Periods

Notwithstanding the fact that interest is payable on each Loan Payment Date, interest will accrue daily on the Loan from (and including) an Interest Payment Date (or, in the case of the first interest period of the Loan, the date of its initial advance) to (but excluding) the immediately following Interest Payment Date (each, a Loan Interest Period).

Commitment Fee

The Borrower shall pay to the Issuer a commitment fee in respect of its Undrawn Commitment on each Loan Payment Date in an amount equal to the aggregate of the interest payable by the Issuer under the Bonds on the following Interest Payment Date less (a) the interest received from the Borrower under the Loan Agreement on such Loan Payment Date and (b) any interest otherwise received by the Issuer in respect of the Retained Proceeds in the relevant Loan Interest Period (including, but not limited to, any income received by the Issuer in respect of any Permitted Investments in which any Retained Proceeds are, for the time being, invested). The commitment fee shall accrue on a daily basis.

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Repayment, Purchase and Prepayment

Repayment

The Borrower must repay the Loan in full four Business Days prior to the Interest Payment Date in April 2044 (the Loan Maturity Date).

Bond Purchase

The Borrower or any other member of the Borrower Group may at any time purchase Bonds on the London Stock Exchange, by tender (available to all Bondholders alike) or by private treaty at any price.

The Borrower has covenanted to the Issuer that, upon the exercise by one or more Bondholders of the Bondholder Put Option, the Borrower shall, or shall procure that another member of the Borrower Group shall, purchase all of the Bonds of such Bondholders on the relevant Put Option Date at the principal amount thereof plus an amount equal to accrued interest to (but excluding) the Put Option Date.

Following any such purchase, the Borrower or the relevant member of the Borrower Group may (but is not obliged to) surrender the Bonds to the Issuer to be cancelled. An amount of the outstanding balance of the Loan equal to the principal amount of the Bonds surrendered shall be deemed to be prepaid (or, to the extent that no Loan is then outstanding, then an amount of the relevant Undrawn Commitment equal to the outstanding balance of the Bonds surrendered shall be deemed to be cancelled for the purposes of the Loan Agreement and a corresponding portion of the Retained Proceeds shall be paid by the Issuer to the Borrower or the relevant member of the Borrower Group).

The Borrower has acknowledged that the terms of the Bond Trust Deed provide that any Bonds which are for the time being held by or on behalf of, inter alios, the Borrower or any member of the Borrower Group as beneficial owner shall be deemed not to remain outstanding for the purpose of, inter alia, the right to attend and vote at any meeting of the Bondholders.

Optional Prepayment

Pursuant to Clause 5.3 (Optional Prepayment) of the Loan Agreement, the Borrower may, at any time (a) on or after the Final Retained Bond Disposal Date and (b) before the Loan Maturity Date, by giving not less than 45 nor more than 60 days' notice in writing to the Issuer and the Security Trustee, prepay the whole or (as the case may be) any part of the outstanding balance of the Loan, together with any interest accrued up to and including the date of prepayment and the relevant Prepayment Premium (being, for so long as any Bonds are outstanding, an amount equal to the excess of the amount notified to the Borrower by the Issuer as being the price determined under the Bond Trust Deed for the redemption of a corresponding principal amount of the Bonds over par and otherwise zero).

Mandatory Prepayment – Redemption of Bonds

If the Bonds become redeemable prior to the Maturity Date, other than as a result of a prepayment or termination of the Loan Agreement, the Borrower shall prepay, at least one Business Day prior to the relevant date of redemption of the Bonds, the outstanding balance of the Loan, together with accrued interest and accrued commitment fee thereon up to and including the date of redemption.

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Redemption of Bonds – Further Payment in Respect of Retained Proceeds Par Amount

In the event that the Borrower elects to, or is otherwise required to, prepay the whole of the outstanding balance of the Loan and the Issuer is required to notify the Borrower of the price determined under the Conditions for the redemption of a corresponding principal amount of the Bonds, then the Issuer shall be entitled to also take account of the redemption of such principal amount of the Bonds that shall correspond to the Retained Proceeds Par Amount (being an amount equal to the Retained Proceeds including, where any Retained Proceeds are invested in Permitted Investments, the purchase price of the relevant Permitted Investments and ignoring, for these purposes, any increase or decrease in such Retained Proceeds as a result of gains or losses in respect of such Permitted Investments and/or any discount on a sale of Retained Bonds by the Issuer), and the price notified to the Borrower shall be increased accordingly.

Warranties and Covenants

The Borrower will make various warranties and covenants pursuant to Clause 8 (Warranties and Covenants by the Borrower) of the Loan Agreement. These warranties and covenants include, inter alia, the following:

Information Covenants

The Borrower must supply to the Issuer and the Security Trustee not later than 180 days after the end of each relevant financial year (i) a copy of the consolidated audited financial statements of the Borrower for such financial year; (ii) a certificate setting out, among other things, calculations in respect of the asset cover ratio substantially in the form set out in the Loan Agreement (the Compliance Certificate) signed by two Authorised Signatories of the Borrower; and (iii) a certificate setting out, among other things, a summary of the additions, withdrawals and substitutions of Charged Properties which have taken place during the preceding financial year substantially in the form set out in the Loan Agreement (the Security Adjustment Certificate) signed by two Authorised Signatories of the Borrower.

The Borrower must, following receipt of a notice from the Issuer stating that it intends to sell any Retained Bonds, supply to the Issuer and the Bond Trustee not later than three Business Days prior to the date of such sale, a certificate setting out, among other things, calculations in respect of the asset cover ratio substantially in the form set out in Schedule 3 to the Loan Agreement (the Retained Bond Compliance Certificate) signed by two Authorised Signatories of the Borrower confirming whether, immediately following such sale, the Borrower will be in compliance with the Asset Cover Test.

Negative Pledge

The Borrower shall not create or allow to exist any Security Interest on any assets which are Security Assets, except as set out in Clause 8.2(c)(ii) (General Covenants) of the Loan Agreement, which includes the Security Interests created pursuant to, inter alia, the Security Trust Deed and the Legal Mortgages and any Security Interests created with the prior written consent of the Issuer or by operation of law.

Charged Properties

The Borrower shall obtain any authorisation or licence required in order to enable the Security Trustee pursuant to the powers of enforcement conferred on it by the Security Documents to sell vacant Charged Properties and maintain insurances on and in relation to its Charged Properties.

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Covenants

The Borrower shall, unless the Security Trustee otherwise agrees in writing, comply in all material respects with any covenants or restrictive covenants relating to a Charged Property which are binding on it.

Asset Cover Ratio

Pursuant to Clause 9 (Asset Cover Ratio) of the Loan Agreement, the Borrower shall procure that at all times the sum of:

(a) the Minimum Value of the Properties forming part of the Issuer's Designated Security;

(b) the Retained Proceeds Par Amount; and

(c) the Charged Cash,

will not be less than the Funded Commitment (the Asset Cover Test), provided however, that from and including the Final Charging Date, the Retained Proceeds Par Amount shall be deemed to be zero for the purpose of determining the Borrower's compliance with the Asset Cover Test.

Interpretation

For these purposes:

Designated Security means the assets, rights and property mortgaged or charged or assigned or the subject of any security created pursuant to any Security Document, the proceeds of which are allocated in the reduction of all moneys, liabilities and obligations owing by the Borrower to the Issuer under the Loan Agreement;

Final Charging Date means the date falling six months after the Issue Date;

Funded Commitment means the amount of the Commitment less the aggregate principal amount of Retained Bonds held by or on behalf of the Issuer;

Minimum Value means:

100115

B

105

A

where:

A = the Value of the residential EUV-SH Charged Properties determined on the basis of EUV-SH; and

B = the Value of the residential MV-ST Charged Properties determined on the basis of MV-ST.

The Properties forming part of the Issuer's Designated Security shall each be treated as EUV-SH Charged Properties for the purpose of determining the Minimum Value unless and until a Value, determined on the basis of MV-ST, is given by an Approved Valuer in respect of any such Property and the Approved Valuer has confirmed that it has reviewed a Certificate of Title in respect of such Property certifying that it may be disposed of by the Borrower on an unfettered basis (meaning subject only to any existing tenancies disclosed in the Certificate of Title but not subject to any

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security interest, option or other encumbrance or to any restriction preventing or restricting its sale to, or use by, any person for residential use);

Property means all estates or interests of the Borrower in any freehold, heritable or leasehold property wheresoever situate now or in future belonging to it and all buildings, fixtures, fittings (other than tenants fixtures and fittings) and fixed plant and machinery from time to time thereon (and Properties shall be construed accordingly);

Retained Proceeds Par Amount means an amount equal to the Retained Proceeds at the time of calculation and, for this purpose, (a) where any Retained Proceeds are at that time invested in Permitted Investments, the amount of such Retained Proceeds shall be taken as the purchase price of the relevant Permitted Investments ignoring any gains or losses in respect of those Permitted Investments since the date of purchase and (b) where the source of any Retained Proceeds is the net sale proceeds of any Retained Bonds which were sold at a discount, the amount of such Retained Proceeds shall be taken as the principal amount of such Retained Bonds; and

Value means, at any time and in relation to the Charged Properties, the value of those properties as shown in the then latest Full Valuation Report or Desk Top Valuation Report on the basis of EUV-SH or, as the case may be, MV-ST (provided that if any Charged Property or part thereof is sold pursuant to a Right to Buy, the Value of the relevant Charged Property shall, for the purposes of this definition and with effect from the date of the relevant sale or release, be zero (if the entire relevant Charged Property has been sold) or (if only part of the relevant Charged Property has been sold) shall be the proportion of the value of the Charged Property which has not been sold pursuant to the relevant Right to Buy).

Substitution and Release of Charged Properties and Statutory Disposals

Substitution

At the request and expense of the Borrower, the Security Trustee shall (subject to receiving instructions to do so and an amended Designated Properties Schedule from the Borrower and the Issuer in accordance with the Security Trust Deed) release from the relevant Security Documents (and/or reallocate, if applicable) such of the Properties (the Released Properties) forming part of the Issuer's Designated Security and substitute for the Released Properties other Properties (each, a Substitute Property) as may be selected by the Borrower, provided that the Borrower satisfies the conditions precedent specified in the Loan Agreement in relation to the Substitute Properties. Such conditions precedent include, inter alia, (a) a completed Substitute Property Certificate certifying, inter alia, that the relevant Substitute Property is a residential property of a type and nature that is usually owned by Registered Providers of Social Housing, that, immediately following such release (and/or reallocation, if applicable), the Asset Cover Test will not be breached as a result of the substitution of the relevant Charged Properties and that no Event of Default or Potential Event of Default has occurred and is continuing, (b) a Valuation in respect of each Substitute Property and (c) a Certificate of Title in respect of the Substitute Properties.

Cash Security

The Borrower may deposit the proceeds of disposal of Charged Properties which are released from charge under the Security Trust Deed into the Ongoing Cash Security Account of the Issuer for the purpose of maintaining the Asset Cover Test. The Charged Cash may be withdrawn from the Ongoing Cash Security Account (a) to be applied by the Borrower (provided, for the avoidance of doubt, that the Borrower continues, at such time, to be a Registered Provider of Social Housing) in the acquisition of a Substitute Property or (b) to the extent that such withdrawal would not cause a breach of the Asset Cover Test.

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Notwithstanding the above, the Borrower may, at any time, deposit, or arrange for the deposit of, any other money into the Ongoing Cash Security Account for the purposes of satisfying the Asset Cover Test.

The Borrower has acknowledged that the money standing to the credit of the Ongoing Cash Security Account shall be charged in favour of the Bond Trustee pursuant to the terms of the Bond Trust Deed.

The Borrower has also acknowledged that the Issuer may invest all or any part of the Charged Cash in Permitted Investments in accordance with the Custody Agreement and that, as a result of any gains or losses made by the Issuer in respect of such Permitted Investments and any income received thereon (which shall, for the avoidance of doubt, be credited to the Ongoing Cash Security Account), the amount of such Charged Cash may be greater or less than the amount deposited in the Ongoing Cash Security Account by the Borrower. The Borrower has acknowledged that it shall not have any recourse to the Issuer in respect of any losses realised by the Issuer in respect of the Charged Cash as a result of investment in any Permitted Investments.

Following the redemption in full of the Bonds, the Issuer shall return any amount standing to the credit of the Ongoing Cash Security Account to the Borrower, to the extent that such balance has not otherwise been applied in accordance with the terms of the Bond Trust Deed.

Release and reallocation

At the request and expense of the Borrower, the Security Trustee shall release (subject to receiving instructions to do so and an amended Designated Properties Schedule from the Borrower and the Issuer in accordance with the Security Trust Deed) from the relevant Security Documents (and/or reallocate, if applicable) such Properties forming part of the Issuer's Designated Security as may be selected by the Borrower, provided that the Borrower delivers to the Issuer and the Security Trustee a completed Property Release Certificate, certifying that, immediately following such release (and/or reallocation, if applicable), the Asset Cover Test will not be breached as a result of the release (and/or reallocation, if applicable) of such part of the Issuer's Designated Security and that no Event of Default or Potential Event of Default has occurred and is continuing.

Statutory Disposals

The Borrower shall have the right to withdraw Property from the Issuer's Designated Security pursuant to any Statutory Disposal and the Borrower shall deliver to the Issuer and the Security Trustee, as soon as reasonably practicable after it has received notice of such Statutory Disposal, a completed Statutory Disposal Certificate, certifying that the relevant withdrawal relates to a Statutory Disposal and confirming the effect on the Asset Cover Test of such withdrawal and the arrangements for resolving the breach of the Asset Cover Test (if any).

Additional Properties

Pursuant to Clause 3.2 (Conditions Precedent) of the Security Trust Deed (see "Additional Security" below), on or prior to creating a Legal Mortgage in respect of any Property for the benefit of the Issuer, the Borrower must, in respect of such security, provide the conditions precedent documents specified in the Security Trust Deed. In addition, pursuant to the Loan Agreement, the Borrower has agreed that it shall not enter into any further Legal Mortgage in respect of any Property for the benefit of the Issuer (or allocate any Property as part of the Issuer's Designated Security), unless, in respect of such security, it provides to the Issuer (a) a completed Additional Property Certificate confirming that, inter alia, the proposed Additional Properties are residential properties of a type and nature that are usually owned by Registered Providers of Social Housing, (b) Full Valuation Reports in respect of each Additional Property, (c) a Certificate of Title in respect of each tranche of Additional Properties charged and (d) the other Additional Property conditions precedent set out in the Loan Agreement.

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Valuations

Full Valuations and Desk Top Valuations

In accordance with Clause 11.1 (Full Valuations and Desk Top Valuations) of the Loan Agreement, the Borrower shall deliver, or procure the delivery, to the Issuer and the Security Trustee of:

(a) a Full Valuation Report prepared by an Approved Valuer which values all Charged Properties on a full valuation basis at least once in every period of five calendar years. The first such Full Valuation Report must be delivered in the period between 31st March, 2019 and the date falling 120 days thereafter (or, at the option of the Borrower, within the same period in any prior calendar year) and unless the Issuer and the Borrower agree otherwise, thereafter within 120 days of each consecutive fifth anniversary of the date on which the Full Valuation Report was previously provided; and

(b) a Desk Top Valuation Report prepared by an Approved Valuer which values all the Charged Properties on a "desk-top" basis in the period between 31st March and the date falling 120 days thereafter in each year other than a year in respect of which such Charged Properties have been valued on a full valuation basis through the delivery of a Full Valuation Report. The first such Desk Top Valuation Report must be delivered within 120 days of 31st March, 2015.

Pursuant to the Bond Trust Deed, the Bond Trustee may at any time (upon the request of any Bondholder) require the Issuer to procure that the Borrower deliver, or procure the delivery, to the Issuer and the Bond Trustee of a Full Valuation Report or a Desk Top Valuation, as so requested, prepared by an Approved Valuer. On any request by the Issuer, the Borrower shall procure delivery of such Full Valuation Report or Desk Top Valuation, as the case may be, to the Issuer, the Bond Trustee and the relevant Bondholder within 120 days thereof, subject to such indemnity or pre-funding as to the costs of preparing the same as the Borrower shall require from the relevant Bondholder.

For these purposes Approved Valuer means Savills Advisory Services Limited or such other reputable firm of surveyors which is a member of the Royal Institute of Chartered Surveyors as may be selected by the Borrower and approved by the Security Trustee from time to time.

Loan Events of Default and Enforcement

Borrower Default

Each of the following (which is set out in more detail in Clause 13 (Borrower Default) of the Loan Agreement) is a Borrower Default:

(a) Non-payment: The Borrower does not pay on the due date any amount payable by it under the Finance Documents in the manner required under the Finance Documents, unless the non-payment continues for a period of not more than seven days in the case of principal and not more than fourteen days in the case of interest.

(b) Breach of other obligations: The Borrower fails to perform or observe any of its obligations under the Finance Documents (other than as referred to in (a) above, and (j) below) and (except in any case where, in the opinion of the Security Trustee, the failure is incapable of remedy when no such continuation or notice as is hereinafter mentioned will be required) the failure continues for the period of 30 days next following the service by the Security Trustee on the Borrower of notice requiring the same to be remedied.

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(c) Other non-payment: (A) Any other present or future indebtedness of the Borrower for or in respect of moneys borrowed or raised becomes due and payable prior to its stated maturity by reason of any actual default, event of default or the like (howsoever described), or (B) any such indebtedness is not paid when due or, as the case may be, within any originally applicable grace period, or (C) the Borrower 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 in (A), (B) or (C) above in this paragraph (c) have occurred equals or exceeds £10,000,000 or its equivalent in other currencies (as reasonably determined by the Security Trustee) (and provided further, for the avoidance of doubt, that the amounts mentioned in (A), (B) or (C) above in this paragraph (c) shall exclude the amount of any Public Sector Subsidy except for any Public Sector Subsidy which is or becomes due and payable to the relevant grant making body or organisation).

(d) Enforcement Event: An Enforcement Event occurs under a Finance Document.

(e) Winding-up: Any order is made by any competent court or resolution passed for the winding up or dissolution of the Borrower save for the purposes of a Permitted Reorganisation or a reorganisation on terms previously approved in writing by the Security Trustee.

(f) Cessation of Business: The Borrower ceases or threatens to cease to carry on the whole or, as determined by the Security Trustee, substantially the whole of its business, save for the purposes of a Permitted Reorganisation or a reorganisation on terms previously approved in writing by the Security Trustee.

(g) Failure or inability to pay debts: The Borrower stops or threatens to stop payment of, or is unable to, or admits inability to, pay, its debts (or any class of its debts) as they fall due, or is deemed unable to pay its debts pursuant to or for the purposes of any applicable law, or is adjudicated or found bankrupt or insolvent.

(h) Insolvency: Any of the insolvency related events occurs or proceedings are taken as referred to in Clause 13.9 (Insolvency) or Clause 13.10 (Insolvency Proceedings), respectively (which exclude any Permitted Reorganisation or reorganisation on terms previously approved in writing by the Security Trustee).

(i) Unlawfulness: It is or becomes unlawful for the Borrower to perform any of its obligations under the Finance Documents.

(j) Breach of Asset Cover Test: The Borrower fails to perform its obligations under Clause 9 (Asset Cover Ratio) of the Loan Agreement and (except in any case where, in the opinion of the Security Trustee, the failure is incapable of remedy when no such continuation or notice as is hereinafter mentioned will be required) the failure continues for the period of 60 days next following the service by the Security Trustee on the Borrower of notice requiring the same to be remedied.

Obligation to Notify the Issuer and the Security Trustee

The Borrower shall notify the Issuer and the Security Trustee of any Borrower Default (and the steps, if any, being taken to remedy it) or potential Borrower Default promptly upon becoming aware of the same. The Issuer shall also notify the Security Trustee of any Borrower Default or potential Borrower Default promptly upon becoming aware of the same (unless the Issuer is aware that a notification has already been provided by the Borrower) including, but not limited to, the non-payment by the Borrower of any amounts owing to the Issuer under the Loan Agreement on the due date for payment thereof.

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Borrower Default Notice

Following the occurrence of a Borrower Default (but in the case of the happening of any of the events described in paragraphs (b) (Breach of other obligations), (c) (Other non-payment) and (i) (Unlawfulness) above, only if the Security Trustee shall have certified in writing to the Borrower that such event is, in its opinion, materially prejudicial to the interests of the Issuer), the Issuer may declare by notice to the Borrower either:

(a) that the security for the Loan has become, whereupon the security for the Loan shall become, immediately enforceable (and the Issuer shall notify the Security Trustee of the same in accordance with the Security Trust Deed); and/or

(b) (irrespective of whether a notice to the effect set out in (a) shall have already been given) that the Loan has become due and repayable, whereupon that Loan shall become immediately due and repayable at the outstanding balance thereof together with accrued interest, premium (if any) and any other amounts and the security therefor shall become immediately enforceable.

Enforcement

If the security constituted under any Security Documents for the benefit of the Issuer becomes enforceable as a result of the service of a notice pursuant to Clause 13.14 (Borrower Default Notice), then the Security Trustee or any Receiver (where appropriate) shall hold the moneys arising from any sale, calling in, collection or conversion under, or otherwise arising from the exercise of, the powers of conversion contained in the Security Documents after the security has become enforceable upon trust to apply the same:

(a) first, in payment or retention of all costs, charges, expenses and liabilities incurred in or about the exercise of such powers or otherwise in accordance with the Security Documents and payments made by the Security Trustee, any Appointee or any Receiver in accordance with the Security Documents and of all remuneration payable to the Security Trustee, any Appointee or any Receiver in accordance with the Security Documents with interest thereon as provided in the Security Documents;

(b) second, in or towards payment to the Issuer of all interest then due and remaining unpaid on the Loan and all commitment fees then due and remaining unpaid;

(c) third, in or towards payment to the Issuer of all principal and premium (if any) then due and remaining unpaid in respect of the Loan; and

(d) fourth, in or towards payment to the Issuer of all other amounts then due and remaining unpaid under the Loan Agreement.

Taxes

The Borrower must make all payments to be made by it to the Issuer under, inter alia, the Loan Agreement, the Legal Mortgages and the Security Trust Deed, without any deduction or withholding for or on account of tax, unless a deduction or withholding is required by law.

If a deduction or withholding from any such payment is required by law to be made by the Borrower, the amount of the payment due from Borrower shall be increased to an amount which (after making such deduction or withholding) leaves an amount equal to the payment which would have been due if no deduction or withholding had been required.

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If, as a result of any actual or proposed change in tax law, the Issuer determines (in its reasonable commercial judgement) that it would on the next following Interest Payment Date be required to make a withholding or deduction in respect of payments to be made by the Issuer to the Bondholders pursuant to the Conditions (other than in respect of a Bondholder Specific Withholding), the Issuer shall notify the Borrower of the same. The Borrower may (but, for the avoidance of doubt, shall not be obliged to), in its sole discretion, pay to the Issuer such additional amounts as will enable the Issuer (after such withholding or deduction) to pay to the Bondholders the amounts of principal and interest which they would have received in respect of the Bonds in the absence of such withholding or deduction. The Borrower shall continue to pay such additional amounts to the Issuer unless and until the Borrower delivers to the Issuer a notice stating that it shall cease to make such additional payments with effect from the next following Interest Payment Date.

Governing Law

The Loan Agreement, and any non-contractual obligations or matters arising from or connected with it, shall be governed by, and construed in accordance with, English law.

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DESCRIPTION OF THE LEGAL MORTGAGES AND THE SECURITY TRUST DEED

The Issuer's obligations in respect of the Bonds are secured pursuant to the Bond Trust Deed in favour of the Bond Trustee for the benefit of itself and the Bondholders and the other Secured Parties by the Issuer Security, which includes an assignment by way of security of the Issuer's rights, title and interest arising under the Legal Mortgages and the Security Trust Deed.

The following description of the Legal Mortgages and the Security Trust Deed consists of a summary of certain provisions of the Legal Mortgages and the Security Trust Deed and is qualified by reference to the detailed provisions thereof. The Legal Mortgages and the Security Trust Deed are not, however, incorporated by reference into, and therefore do not form part of, this Prospectus.

Definitions used in this section but not otherwise defined in this Prospectus have the meanings given to them in the Legal Mortgages and/or the Security Trust Deed.

LEGAL MORTGAGES

The Borrower has, in relation to the Initial Properties, entered into Legal Mortgages dated 21st June, 2010, 3rd November, 2010, 9th November, 2010, 21st December, 2010, 4th January, 2011, 5th January, 2011, 25th March, 2011, 10th May, 2011, 12th May, 2011, 20th October, 2011, 1st December, 2011, 20th December, 2011, 22nd December, 2011, 4th July, 2012, 18th September, 2012, 19th September, 2012, 18th January, 2013, 28th March, 2013, 14th June, 2013, 6th August, 2013, 29th August, 2013, 30th September, 2013, 11th October, 2013, 16th December, 2013, 19th December, 2013 and 11th April, 2014 and shall, in relation to any additional properties to be charged as underlying security for the Bonds, enter into further Legal Mortgages pursuant to the Security Trust Deed or the Loan Agreement, as applicable.

Fixed Legal Mortgage

Pursuant to the Legal Mortgages, the Borrower, as security for the payment of all Secured Obligations, has charged, or will charge, with full title guarantee by way of first fixed legal mortgage in favour of the Security Trustee as trustee for, inter alios, itself and the Issuer the Charged Property set out therein together with all buildings and Fixtures, erections and structures thereon or in the course of construction thereon, the proceeds of sale of all or any part thereof and (so far as the same are capable of being mortgaged) the benefit of any covenants for title given or entered by any predecessor in title of the Borrower and any moneys paid or payable in respect of such covenants.

Fixed Charge

Pursuant to the Legal Mortgages, the Borrower, as security for the payment of all Secured Obligations has charged, or will charge, with full title guarantee by way of first fixed charge in favour of the Security Trustee as trustee for, inter alios, itself and the Issuer:

(a) all plant and machinery now or in the future owned by the Borrower and its interest in any plant and machinery in its possession which form part of or are operated by the Borrower on the Charged Property;

(b) all benefits in respect of the Insurances and all claims and returns of premiums in respect thereof;

(c) the benefit of all present and future licenses, consents and authorisations (statutory or otherwise) held in connection with the Charged Property and the use of the Charged Property

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and the right to recover and receive all compensation which may at any time become payable to it in respect thereof; and

(d) if and in so far as the legal mortgage set forth in the Legal Mortgages or the assignments set out in the section entitled "Assignments" below shall for any reason be ineffective as legal mortgages or assignments, the assets referred to therein.

Assignment

Pursuant to the Legal Mortgages, the Borrower, as security for payment of the Secured Obligations has covenanted that, on the request of the Security Trustee, it shall, following the occurrence of an Enforcement Event which has occurred and is continuing unremedied or unwaived and is not remedied within any applicable grace period, assign to the Security Trustee for the benefit of itself and, inter alios, the Issuer (to the full extent assignable or capable of assignment without first infringing on any contracted provision restricting the same) all of its rights, title and interest in and to:

(a) the personal agreements and covenants by the tenants, lessees, licensees or other parties under the Letting Documents and by all guarantors and all security held by the Borrower from time to time, whether present or future, in respect of the obligations of the tenants, lessees, licensees or other parties under the Letting Documents (including, without limiting the generality of the foregoing, all moneys due and owing to the Borrower or which may become due and owing to the Borrower at any time in the future in connection therewith);

(b) all agreements now or from time to time entered into or to be entered into to enable the charging of the Charged Property and for the sale, letting or other disposal or realisation of the whole or any part of the Charged Property (including, without limiting the generality of the foregoing, all moneys due and owing to the Borrower or which may become due and owing to the Borrower at any time in the future in connection therewith);

(c) all agreements, contracts, deeds, licence, undertakings, guarantees, covenants, warranties, representations and other documents (including all documents entered into now or in the future so as to enable the Borrower to perfect its rights under the Legal Mortgages or any such agreement, contract, deed, licence, undertaking, guarantee, covenant, warranty, representation or other document) entered into by or given to the Borrower in respect of the Charged Property including all claims, remedies, awards or judgments paid or payable to the Borrower (including, without limitation, all liquidated and ascertained damages payable to the Borrower under the above) in each case relating to the Charged Property;

(d) all licences held now or in the future in connection with relevant Charged Property and also the right to recover and receive all compensation which may at any time become payable to the Borrower in relation to the relevant Charged Property;

(e) all rights and claims to which the Borrower is or may become entitled in relation to any development, construction project, redevelopment, refurbishment, repair or improvement of or on the relevant Charged Property;

(f) all guarantees, warranties, bonds and representations given or made by, and any rights or remedies against, all or any of the designers, builders, contractors, surveyors, valuers, professional advisers, sub-contractors, manufacturers, suppliers and installers of any Fixtures in respect of the relevant Charged Property; and

(g) all rental income and disposal proceeds unless already assigned pursuant to (a), (b) or (c) above in each case relating to the Charged Property and the right to make demand for and receive the same.

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The Borrower shall, however, until a Borrower Default has occurred and is outstanding under any loan agreement which is secured pursuant to the Security Trust Deed (including the Loan Agreement), be entitled to exercise all its rights under or in connection with such agreements and covenants.

Representations, Warranties and Undertakings

Pursuant to the Legal Mortgages, the Borrower has made various representations in respect of the Charged Property including as to ownership, planning permission, covenants and security interests. In addition, the Borrower undertakes to, inter alia, repair, insure, pay or procure the payment of taxes in respect of and comply with all leases in respect of, the Charged Property.

Enforcement of Security

The Legal Mortgages provide that, upon and after an Enforcement Event has occurred and is continuing (and has not been remedied within any applicable grace period), the security created by the relevant Legal Mortgage will be immediately exercisable and the Security Trustee may enforce all or any part of such security (at the times, in the manner and on the terms it thinks fit) and take possession of and hold or dispose of all or any part of such security subject to the terms of, inter alia, the Loan Agreement.

Each Legal Mortgage further entitles the Security Trustee and, inter alios, the Issuer to be indemnified out of the Charged Properties in respect of, inter alia, all liabilities and expenses properly incurred by them in the execution or purported execution of any of the powers, authorities or discretions vested in them pursuant to such Legal Mortgage.

Governing Law

The Legal Mortgages are, or will be, governed by and construed in accordance with English law.

SECURITY TRUST DEED

The benefit of the security created by the Borrower pursuant to the Legal Mortgages shall be held by the Security Trustee on trust for the benefit of itself and, inter alios, the Issuer on the terms of the Security Trust Deed.

The Security

Designation of Security

The Security Trust Deed provides that the Security Trustee, the Borrower and the Issuer shall agree the allocation of properties which shall comprise the Issuer's Designated Security in respect of the Loan Agreement. All properties which are not Designated Security shall form the Undesignated Security.

Additional Security

Pursuant to Clause 3.2 (Conditions Precedent), on or prior to the Borrower creating a further Legal Mortgage for the benefit of the Issuer, the Borrower must deliver to the Security Trustee the documentation relating thereto as set out therein. Such documents must be in the form and substance satisfactory to the Security Trustee and the Issuer.

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Release and Reallocation of Security

Pursuant to the terms of the Security Trust Deed, the Borrower and the Issuer may agree to amend the Issuer's Designated Security by either removing Designated Security or by designating any Undesignated Security as the Issuer's Designated Security by, inter alia, delivering an amended Designated Properties Schedule signed by the Borrower and the Issuer to the Security Trustee. Any such release or reallocation will be subject to the requirements set out in the Loan Agreement (see "Description of the Loan Agreement" above).

At any time prior to the Security Trustee taking any steps to enforce any Undesignated Security, upon receiving instructions from the Borrower, the Security Trustee shall release the benefit of any security interest, rights or obligations held by it over all or part (as instructed) of the relevant Undesignated Security provided that the Borrower shall have paid to the Security Trustee, or provided for to the satisfaction of the Security Trustee, all Trustee Costs which relate to that Undesignated Security.

Application of Proceeds

Upon the enforcement of the security constituted by the Security Documents, and after satisfying claims which at law rank in priority to sums owing under or in respect of any of the Relevant Documents, all Proceeds from the Issuer's Designated Security and related Security Assets and all money derived therefrom shall be applied in the following order:

(a) first, in or towards payment of all Relevant Trustee Costs;

(b) secondly, in or towards satisfaction of all liabilities and obligations payable, owing, due of incurred by the Borrower to the Issuer (other than Relevant Trustee Costs) in accordance with the Loan Agreement;

(c) thirdly, in or towards satisfaction of the Relevant Liabilities owed to each other Beneficiary arising in connection with their Relevant Documents;

(d) fourthly, to the extent not recovered under (a), in or towards payment of all Trustee Costs; and

(e) fifthly, the balance, if any, to the Borrower.

Enforcement of Security

Pursuant to Clause 8 (Activities of the Security Trustee) of the Security Trust Deed, the Security Trustee shall only be required to take action to enforce the security in respect of the Loan Agreement if so instructed by the Issuer (subject to it being indemnified and/or secured to its satisfaction).

In respect of instructions given by the Issuer, the Issuer has assigned its rights under, inter alia, the Security Trust Deed and the Legal Mortgages to the Bond Trustee and, pursuant to Condition 6.3, has covenanted not to take any action or direct the Security Trustee to take any action pursuant thereto except with the prior consent of the Bond Trustee. The Bond Trustee may, but is not obliged to, seek the consent of the Bondholders in accordance with the Bond Trust Deed prior to giving any such consent.

In enforcing the Issuer Security (including the Issuer's rights, title and interests in the Security Trust Deed and the Legal Mortgages insofar as they relate to the Bonds) the Bond Trustee may act in its discretion. It is, however, required to take action, pursuant to Condition 12.2, where so directed by the requisite majority of the Bondholders provided, however, that it is secured and/or indemnified and/or pre-funded to its satisfaction.

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Governing Law

The Security Trust Deed is governed by and shall be construed in accordance with English law.

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DESCRIPTION OF THE ACCOUNT AGREEMENT, THE CUSTODY AGREEMENT AND THE RETAINED BOND CUSTODY AGREEMENT

The Issuer has appointed The Bank of New York Mellon, London Branch a banking corporation organised under the laws of the State of New York and operating through its branch in London at One Canada Square, London E14 5AL, United Kingdom, as its Account Bank pursuant to the Account Agreement, its Custodian pursuant to the Custody Agreement and its Retained Bond Custodian pursuant to the Retained Bond Custody Agreement in relation to the issue of the Bonds.

The Bank of New York Mellon (formerly The Bank of New York)

The Bank of New York Mellon, a wholly owned subsidiary of The Bank of New York Mellon Corporation, is incorporated, with limited liability by Charter, under the Laws of the State of New York by special act of the New York State Legislature, Chapter 616 of the Laws of 1871, with its head office situated at One Wall Street, New York, NY 10286, USA and having a branch registered in England and Wales with FC Number 005522 and BR Number 000818 with its principal office in the United Kingdom situated at One Canada Square, London, E14 5AL.

The Bank of New York Mellon's corporate trust business services $12 trillion in outstanding debt from 55 locations around the world. It services all major debt categories, including corporate and municipal debt, mortgage-backed and asset-backed securities, collateralised debt obligations, derivative securities and international debt offerings. The Bank of New York Mellon's corporate trust and agency services are delivered through The Bank of New York Mellon and the Bank of New York Mellon Trust Company, N.A.

The Bank of New York Mellon Corporation is a global financial services company focused on helping clients manage and service their financial assets, operating in 35 countries and serving more than 100 markets. The company is a leading provider of financial services for institutions, corporations and high-net-worth individuals, providing superior asset management and wealth management, asset servicing, issuer services, clearing services and treasury services through a worldwide client-focused team. It has more than $26 trillion in assets under custody and administration and more than $1.4 trillion in assets under management. Additional information is available at www.bnymellon.com.

The following description of the Account Agreement, the Custody Agreement and the Retained Bond Custody Agreement consists of a summary of certain provisions of the Account Agreement, the Custody Agreement and the Retained Bond Custody Agreement and is qualified by reference to the detailed provisions thereof. The Account Agreement, the Custody Agreement and the Retained Bond Custody Agreement are not, however, incorporated by reference into, and therefore do not form part of, this Prospectus.

Definitions used in this section but not otherwise defined in this Prospectus have the meanings given to them in the Account Agreement, the Custody Agreement and the Retained Bond Custody Agreement.

ACCOUNT AGREEMENT

Accounts

The Account Bank shall maintain three accounts for the Issuer in respect of the Bonds: the Transaction Account, the Initial Cash Security Account and the Ongoing Cash Security Account.

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Initial Deposits

Pursuant to the Account Agreement, the Issuer shall on the Issue Date of the Bonds:

(a) credit the Initial Cash Security Account with the Retained Proceeds to the extent that such amount is not invested directly in Permitted Investments which are deposited in the Initial Cash Security Custody Sub-Account; and

(b) credit the Transaction Account with the net issue proceeds of the Bonds less the Retained Proceeds to the extent that such amount is not paid directly to the Borrower pursuant to, and in accordance with, the Loan Agreement.

The Issuer shall, upon receipt, credit to the Ongoing Cash Security Account all amounts received from the Borrower pursuant to Clause 10.3 (Cash Security) of the Loan Agreement.

Retained Bond Deposits

Pursuant to the Account Agreement, the Issuer shall, upon the sale of any Retained Bonds:

(a) credit the Initial Cash Security Account with the net sale proceeds of such Retained Bonds (if any) (less any Retained Bond Premium Amount), to the extent that such amount is not paid directly to the Borrower pursuant to, and in accordance with, the Loan Agreement; and

(b) credit the Transaction Account with the Retained Bond Premium Amount (if any), pending application in accordance with the Conditions.

Future Deposits and Withdrawals

The Issuer has covenanted, pursuant to the Bond Trust Deed that:

(a) prior to the enforcement of the Issuer Security, payments from the Initial Cash Security Account shall only be made to fund:

(i) the Commitment pursuant to, and in accordance with the terms of, the Loan Agreement;

(ii) payment to the Borrower or a member of the Borrower Group in respect of any Bonds surrendered for cancellation in accordance with the Loan Agreement;

(iii) the purchase of Permitted Investments pursuant to the Custody Agreement; or

(iv) redemptions of the Bonds in accordance with the Conditions;

(b) prior to the enforcement of the Issuer Security, payments from the Ongoing Cash Security Account shall only be made to the Borrower pursuant to, and in accordance with the terms of, the Loan Agreement or to purchase Permitted Investments in accordance with the Custody Agreement; and

(c) no payments from the Transaction Account will be made other than in accordance with the Conditions and the Issuer has undertaken to procure that amounts are paid into and out of the Transaction Account only in accordance with the Conditions, the Account Agreement and the Agency Agreement.

The Account Bank is under no obligation to monitor compliance with the above covenants.

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Interest

Any moneys standing to the credit of the Transaction Account, the Initial Cash Security Account and/or the Ongoing Cash Security Account will earn interest at the rate(s) notified from time to time by the Account Bank to the Issuer.

Pursuant to the Account Agreement, interest accrued on the Transaction Account and the Initial Cash Security Account shall be credited to the Transaction Account and interest accrued on the Ongoing Cash Security Account shall be credited to the Ongoing Cash Security Account.

Change of Account Bank

The appointment of the Account Bank may, with the prior written approval of the Bond Trustee, be terminated upon 60 days' written notice or forthwith at any time the Account Bank is adjudged bankrupt or insolvent. The appointment of the Account Bank shall also be terminated in the event that the short-term senior, unsecured and unguaranteed indebtedness rating of the Account Bank as assigned by S&P falls below "A-1" or is withdrawn, and there are amounts standing to the credit of the Initial Cash Security Account and/or the Ongoing Cash Security Account (subject to the Issuer using all reasonable endeavours to secure the appointment of a replacement Account Bank within 30 days of notice to the Bond Trustee and S&P of such termination).

The Account Bank may resign its appointment upon giving at least 30 days' written notice (subject to the appointment of a replacement Account Bank).

Pursuant to the Account Agreement, the appointment of any replacement Account Bank shall be subject to the prior written approval of the Bond Trustee, be on substantially the same terms as the Account Agreement and be subject to the condition that such replacement Account Bank must have a short-term senior, unsecured and unguaranteed indebtedness rating from S&P of no less than "A-1".

CUSTODY AGREEMENT

Custody Account

Pursuant to the Custody Agreement, the Custodian shall, subject to receipt of such documents as it may require, open, in the name of the Issuer, the Ongoing Cash Security Custody Sub-Account and the Initial Cash Security Custody Sub-Account (the Custody Sub-Accounts) and the Ongoing Cash Security Cash Sub-Account and the Initial Cash Security Cash Sub-Account (the Cash Sub-Accounts and, together with the Custody Sub-Accounts, the Custody Account).

Payments and Delivery

The Issuer has authorised the Custodian to make payments and delivery out of the Custody Account only for the purpose of any acquisition or sale of Permitted Investments or as provided below.

Pursuant to the Custody Agreement, unless otherwise instructed pursuant to Instructions to make a payment out of the proceeds of any Distributions in respect of Permitted Investments purchased by or on behalf of the Issuer in the settlement of an acquisition of other Permitted Investments on or prior to the date of receipt of such Permitted Investments (subject as provided below), the Issuer has agreed to give Instructions to the Custodian, forthwith upon receipt by the Custodian of any Distributions, to transfer:

(a) all Distributions credited to the Ongoing Cash Security Cash Sub-Account to the Ongoing Cash Security Account;

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(b) all Distributions (including any amount representing Permitted Investment Profit (if any)) credited to the Initial Cash Security Cash Sub-Account (other than Distributions which represent redemption and/or sale proceeds less any Permitted Investment Profit (if any)) to the Transaction Account; and

(c) all Distributions credited to the Initial Cash Security Cash Sub-Account (other than those to be credited to the Transaction Account pursuant to (b) above) to the Initial Cash Security Account,

subject, in each case, to any deductions in respect of any taxes or levies required by any revenue or governmental authority.

The Issuer has agreed that it shall not instruct the Custodian pursuant to Instructions to make a payment out of the proceeds of any Distributions standing to the credit of the Initial Cash Security Cash Sub-Account other than Distributions which represent redemption and/or sale proceeds (but excluding any amount representing Permitted Investment Profit (if any)) and that such amounts shall forthwith upon receipt be transferred to the Transaction Account in accordance with (b) above.

Interest

Any moneys standing to the credit of the Ongoing Cash Security Cash Sub-Account and the Initial Cash Security Cash Sub-Account will earn interest at the standard rate(s) set by the Custodian in its deposit terms and conditions, as may be issued by it from time to time.

Change of Custodian

The appointment of the Custodian may, with the prior written approval of the Bond Trustee, be terminated upon 45 days' written notice (subject to the appointment of a replacement Custodian) or forthwith at any time the Custodian is adjudged bankrupt or insolvent. The appointment of the Custodian shall also be terminated in the event that the short-term senior, unsecured and unguaranteed indebtedness rating of the Custodian as assigned by S&P falls below "A-1" or is withdrawn, and there are Permitted Investments standing to the credit of the Custody Account (subject to the appointment of a replacement Custodian).

The Custodian may resign its appointment upon giving at least 30 days' written notice to the Issuer and the Bond Trustee (subject to the appointment of a replacement Custodian).

Pursuant to the Custody Agreement, the appointment of any replacement Custodian shall be subject to the prior written approval of the Bond Trustee, be on substantially the same terms as the Custody Agreement and be subject to the condition that such replacement Custodian must have a short-term senior, unsecured and unguaranteed indebtedness rating from S&P of no less than "A-1".

RETAINED BOND CUSTODY AGREEMENT

Retained Bond Custody Account

Pursuant to the Retained Bond Custody Agreement, the Retained Bond Custodian shall, subject to receipt of such documents as it may require, open, in the name of the Issuer, the Retained Bond Custody Sub-Account and the Retained Bond Cash Sub-Account (together with the Retained Bond Custody Sub-Account, the Retained Bond Custody Account).

84

Payments and Delivery

The Issuer has authorised the Retained Bond Custodian to make payments and delivery out of the Retained Bond Custody Account only as provided below.

Pursuant to the Retained Bond Custody Agreement, the Retained Bond Custodian shall not effect a transfer of any Retained Bonds except with the prior written consent of the Bond Trustee in the form of a Retained Bond Consent Letter which has been countersigned on behalf of the Bond Trustee.

Pursuant to the Retained Bond Custody Agreement, unless otherwise instructed pursuant to Instructions to make a payment out of any Sale Proceeds (other than any Retained Bond Premium Amount) to the Borrower in satisfaction of the Issuer's obligation to make an advance pursuant to the Loan Agreement, the Issuer shall give Instructions to the Retained Bond Custodian, forthwith upon receipt by the Retained Bond Custodian of any Sale Proceeds to transfer:

(a) all Sale Proceeds (other than any Retained Bond Premium Amount) to the Initial Cash Security Account; and

(b) all Retained Bond Premium Amounts to the Transaction Account,

in each case, subject to any withholding as required by applicable tax laws.

Payment Waiver

Notwithstanding any other provision of the Retained Bond Custody Agreement to the contrary and subject to the following paragraph, the Issuer has, pursuant to Clause 1.3 of the Retained Bond Custody Agreement, unconditionally and irrevocably:

(a) waived its rights to receive payments of interest, principal or otherwise in respect of the Retained Bonds and, for the avoidance of doubt, such waiver by the Issuer of such rights will continue to be effective following the occurrence of an Event of Default or Potential Event of Default;

(b) authorised the Retained Bond Custodian to disclose the waiver referred to in (a) above in respect of the Retained Bonds (and the Retained Bonds position with the Retained Bond Custodian) to the Principal Paying Agent and any applicable international clearing system for the Retained Bonds to ensure that the waiver of the right to receive payments of interest, principal or otherwise in respect of the Retained Bonds is effected; and

(c) directed the Retained Bond Custodian, in respect of each Retained Bond held by the Retained Bond Custodian on behalf of the Issuer in the Retained Bond Custody Sub-Account in definitive certificated form, (i) on each Interest Payment Date, to surrender the interest coupon for such Retained Bond corresponding to such Interest Payment Date to the Principal Paying Agent for cancellation and (ii) to surrender the definitive certificate representing such Retained Bond to the Principal Paying Agent for cancellation on any date on which the Retained Bonds are to be redeemed in full.

The Retained Bond Custodian and the Issuer have each acknowledged and agreed that the waiver, authorisation and direction provided by the Issuer as described above are irrevocable except with the prior written consent of the Bond Trustee in the form of a Retained Bond Consent Letter which has been countersigned on behalf of the Bond Trustee.

85

Interest

Any moneys standing to the credit of the Retained Bond Cash Sub-Account will earn interest at the standard rate(s) set by the Retained Bond Custodian in its deposit terms and conditions, as may be issued by it from time to time.

Termination of Retained Bond Custody Agreement

Either of the Issuer or the Retained Bond Custodian may terminate the Retained Bond Custody Agreement by giving to at least 90 days' written notice to the other party.

Either of the Issuer or the Retained Bond Custodian may further terminate the Retained Bond Custody Agreement immediately upon notice to the other party upon the dissolution of that other party, or upon the commencement of any action or proceedings seeking liquidation (or equivalent) of that other party.

Pursuant to the Retained Bond Custody Agreement, the Issuer has covenanted for the benefit of the Bond Trustee that, in the event that the Retained Bond Custody Agreement is terminated, it shall appoint a successor custodian to hold the Retained Bonds on substantially the same terms as the Retained Bond Custody Agreement, in particular, but without limitation to, the payment waiver and transfer restrictions applicable to the Retained Bonds, as described above.

86

DESCRIPTION OF THE ISSUER

Incorporation and Status

bpha Finance plc (the Issuer) is a public limited company incorporated in England and Wales with registered number 8926923 on 6th March, 2014 under the Companies Act 2006.

The registered address of the Issuer is Bedford Heights, Manton Lane, Bedford MK41 7BJ. The telephone number of its registered address is 0330 100 0272. The Issuer has no subsidiaries.

Principal Activities

The Issuer is a special purpose vehicle established for the purpose of issuing asset backed securities, namely the Bonds, and incurring other indebtedness (including other secured indebtedness but subject to the covenant set out in Condition 6.1 (General Covenants)) and, in either case, lending the proceeds thereof to the Borrower to be applied in the achievement of the Borrower's objects.

Directors

The directors of the Issuer and their principal activities outside the Issuer are as follows:

Name Principal activities outside the Issuer

Kevin Bolt Interim Chief Executive Officer of the Borrower

Paul Gray Director and company secretary of the Borrower

Simon Century Head of Corporate Finance of the Borrower

The business address of each of the above directors is Bedford Heights, Manton Lane, Bedford MK41 7BJ.

The secretary of the Issuer is Paul Gray whose business address is Bedford Heights, Manton Lane, Bedford MK41 7BJ.

Subject as follows, there are no potential conflicts of interest between any duties to the Issuer of the directors of the Issuer and their private interests and/or other duties. Paul Gray is a director of the Issuer and also a director of the Borrower. A conflict of interests could therefore arise if Paul Gray is required to approve any transactions between the Issuer and the Borrower, such as the Loan Agreement. However, the Issuer's Articles of Association provide that, so long as directors disclose any such conflict, they may nevertheless vote on behalf of the Issuer in respect of such transactions.

Share Capital and Major Shareholders

The entire issued share capital of the Issuer comprises 50,000 ordinary shares of £1 each, all of which are paid up to 25 pence.

The Borrower holds all of the shares of the Issuer.

The Borrower exercises control over the Issuer through its full ownership of the Issuer.

87

Operations

Since the date of incorporation, the Issuer has not commenced operations and no financial statements have been made up as at the date of this Prospectus.

88

DESCRIPTION OF THE BORROWER

Incorporation and Status

bpha Limited (the Borrower) was incorporated on 25th August, 1989 as Bedfordshire Pilgrims Housing Association Limited and changed its name to bpha Limited on 12th November, 2013. It is registered as an industrial and provident society on 25th August, 1989 under the Industrial and Provident Societies Act 1965-2003 with registered number IP26751R. The Borrower is also registered with the Regulation Committee of the Homes and Communities Agency under the Housing and Regeneration Act 2008, as amended by the Localism Act 2011, with registered number LH3887 and is affiliated to the National Housing Federation.

The registered office of the Borrower is Bedford Heights, Manton Lane, Bedford MK41 7BJ. The telephone number of its registered address is 0330 100 0272.

Background and History

The Borrower was formed in 1989 to take over the entire housing stock of Bedford Borough Council (then North Bedfordshire Borough Council) and initially provided rented housing for those tenants that had transferred. Of the stock that was transferred in 1990, the Borrower continues to own approximately 5,600 housing units which represent about one third of its housing stock. The other two thirds have been acquired or developed in the 23 years since.

Borrower Group

The Borrower has two wholly owned subsidiaries (in addition to the Issuer):

Bushmead Homes Limited (Bushmead), which develops properties for outright sale and which is a for-profit trading company registered in England and Wales under the Companies Act 2006 with registration number 8313364. The Borrower has £5,000,000 of committed share capital in Bushmead, £4,500,000 of which is unpaid; and

CPLhomes Management Services Limited (CSV), a company registered in England and Wales under the Companies Act 2006 with registration number 8928998. CSV will initially provide housing management services to some of the properties owned by the Borrower and Flagship Housing Group Limited in the Cambridge area.

The Borrower also has 50 per cent. interests in both The Oxfordshire Care Partnership (OCP) and The Gloucestershire Care Partnership (GCP), which are joint ventures with The Orders of St John Care Trust and which provide elderly persons' residential care homes in the Oxfordshire and Gloucestershire areas respectively. Both OCP and GCP are charitable companies limited by guarantee and registered in England and Wales under the Companies Act 2006. The Borrower only acts as the landlord to OCP and GCP, receiving rental income, and does not provide care services. Neither OCP nor GCP has any recourse to the Borrower.

The Borrower also holds a 20 per cent. stake in Cambridgeshire Partnerships Ltd, a now dormant joint venture with four other registered social landlords, which was originally established to undertake the development of social housing on a number of strategic sites around Cambridge. All of the development activity is now undertaken directly by the Borrower and Cambridgeshire Partnerships Ltd is not expected to be active in the future.

89

Principal Activities

The Borrower's principal activity is the provision and management of affordable rented and shared ownership accommodation for people in housing need in counties to the North and West of London.

As detailed below, the Borrower has three Executive Directors (the Executive Directors), two of whom are also board members of Borrower:

Executive Directors

Kevin Bolt (Interim Chief Executive Officer)

Paul Gray (Chief Financial Officer and Secretary)

David Keeling (Chief Operating Officer)

Board

The board members of the Borrower (the Board) and their principal activities outside the Borrower are as follows:

Name Principal activities outside the Borrower

Executive Board Directors

Paul Gray (Chief Financial Officer and Secretary)

None

David Keeling (Chief Operating Officer) None

Non-executive Directors

Stephen Hallett (Chair) Chartered civil engineer and management consultant specialising in turnaround in the construction sector.

Fiona Gregory (Vice Chair and Chair of Operations Board)

Non-practising solicitor (but still on the roll of solicitors) and notary public; Non-executive director of the Board of the Metropolitan Police Friendly Society (as of 1st April 2014).

Neil McGregor-Paterson (Chair of Remuneration Committee)

Consultant to healthcare and pharmaceutical sector; Director of Paradigm Communications; Chair of an arts centre.

Geoff Potton (Chair of Bushmead) Non-Executive Chair of MDA, an international firm of surveyors and project managers.

Peter Male (Chair of Audit Committee) Former Ernst & Young partner; Qualified as chartered accountant and tax advisor; Director of company providing management consulting services; Chair of local charity.

Shan Hunt (Nominated Local Authority Labour councillor for Kempston, Bedford.

90

Name Principal activities outside the Borrower Member)

The business address of each of the above board members is Bedford Heights, Manton Lane, Bedford MK41 7BJ.

The Secretary of the Borrower is Paul Gray whose business address is at Bedford Heights, Manton Lane, Bedford MK41 7BJ.

Subject as follows, there are no conflicts of interest between any duties to the Borrower of the board members of the Borrower and their private interests and/or other duties. However, Shan Hunt is nominated local authority member and Labour councillor for Kempston, Bedford. In the event of any potential conflict of interest, Shan Hunt would declare such a potential conflict of interest and abstain from voting on behalf of the Borrower where necessary. Paul Gray is also a director of the Issuer and also a board member of the Borrower. A conflict of interests could therefore arise if Paul Gray is required to approve any transactions between the Issuer and the Borrower, such as the Loan Agreement. The Borrower's Rules contain a general restriction that prevents any director from voting on behalf of the Borrower in respect of such transactions. However, the Rules also contain an exception to this general restriction in circumstances where a conflict has arisen because that director is also a director of another entity within the Borrower Group, such as the Issuer. Therefore, Paul Gray is nevertheless entitled to vote on behalf of the Borrower in respect of any transaction between the Borrower and the Issuer.

Share Capital and Major Shareholders

The Borrower has 6 shares in issue of £1 each which carry no rights to dividends or other income. Shares in issue are not capable of being repaid or transferred. The 6 members are committed to a maximum liability of £1 each in the event of the Borrower being wound up. Of the 6 members, 5 are independent Board members of the Borrower. One share is held by Bedford Borough Council, which is not itself a Board member but can nominate one on its behalf.

Recent Developments

There have been no recent events particular to the Borrower that are, to a material extent, relevant to the evaluation of the Borrower's solvency.

Corporate Governance

The Borrower is managed and monitored by the Board and a number of Board sub-committees (the Committees). Membership of the Board and the Committees consists of five independent members, one local authority member nominated by Bedford Borough Council and two executive directors (the Executive Board Directors). Independent Board members are drawn from a wide background bringing together professional, commercial and local experience.

Following a governance review in 2010/2011, the Borrower's rules were reviewed and updated to ensure consistency with the adopted National Housing Federation's Code of Governance and the current model rules for housing associations. As a result of this review Board members and Committee members are now required to provide significantly more input to governance arrangements through informal meetings, consideration of technical matters and guidance and challenge to the Executive Directors.

91

Authority for the day-to-day running of the Borrower is delegated to the Executive Directors, which comprises of the Chief Executive and two directors. The Executive Directors also have responsibility for the implementation of the strategic plans of the Board. The Executive Directors, together with the Board, consider the main risks faced by the Borrower as part of the business planning process.

The Board has set up the following committees to facilitate the direction of the Borrower's affairs:

• Operations Board;

• Development Projects Board (now superseded by the board of Bushmead Homes Limited);

• Audit Committee; and

• Remuneration Committee.

The Operations Board meets six times a year and is set up to ensure that the Borrower provides an engaged, customer-focused service which is efficient, effective and compliant with the customer service regulatory framework. In order to achieve this, it sets the customer service principles and parameters of the Borrower's operational strategy and oversees strategic outcomes, operational performance and resident engagement.

The Development Projects Board was set up to establish a for profit residential development subsidiary. Following the establishment of Bushmead Homes Limited, the Development Projects Board ceased to act and any consideration of private residential development is undertaken by the board of Bushmead Homes Limited.

The Audit Committee is set up to advise the Board on the effectiveness of the Borrower's internal control and risk management systems including controls for assessing risk. It also advises the Board on the adequacy of the Borrower's financial reporting controls and on internal and external audit reports.

The Remuneration Committee is set up to ensure that the Borrower remunerates and recognises its staff and Board in ways that are appropriate to the scale of the Borrower's activities/circumstances.

On 27th February, 2014, the Regulator issued a regulatory judgment on viability and upgraded the Borrower to "V1". The Borrower is currently rated as "G2" for governance. This is a routine process of regulation which discusses an organisation's performance as outlined in the Regulator's Governance and Financial Viability standard. The G2 rating means that the Borrower meets the requirements on governance set out in the Governance and Financial Viability standard, but needs to improve some aspects of its governance arrangements to support continued compliance. The V1 rating means that the Borrower meets the requirements on viability set out in the Governance and Financial Viability standard and has the capacity to mitigate its exposures effectively.

Corporate Rating

The Borrower has been assigned a credit rating of "AA-" by S&P. S&P is established in the European Union and is registered under Regulation (EC) No. 1060/2009 (as amended). As such S&P is included in the list of credit rating agencies published by the European Securities and Markets Authority on its website in accordance with such Regulation.

92

FINANCIAL STATEMENTS OF THE BORROWER

The audited financial statements, including the reports of the auditors, for the financial years ended 31st March, 2012 and 31st March, 2013 for the Borrower are set out below.

Report and Financial Statements for the year to 31 March 2013

bpha is a socially motivated property development and management business

bpha Report and Financial Statements for the year to 31 March 2013

Board members, executive directors, advisors and bankers 1Five year summary 2bpha key points 3Chairman’s statement 5Operating and financial review 7Report of the board 13Independent auditors’ report to the members of bpha 19Income and expenditure account 20Statement of total recognised surpluses and deficits 20Note of historical cost surpluses and deficits 20Balance sheet as at 31 march 2013 21Cashflow statement 22Notes to the financial statements 23

Contents

WILTSHIRE

Swindon

LINCOLNSHIRE

NORFOLK

Tight geographic focus which provides more cost efficiencies to service, greater knowledge means better decisions

Cover photo: Wixams, Bedford


1

Board

Non Executive Directors

Stephen Hallett Chair

Fiona Gregory Vice Chair and Chair of Operations Board

Cllr Shan Hunt Nominated Local Authority Member

Peter Male Chair – Audit Committee

Neil McGregor-

Paterson

Chair – Remuneration Committee

Geoff Potton Chair – Development Projects Board

Executive Directors

John Cross Chief Executive Officer

Paul Gray FCA Chief Financial Officer and Secretary

David Keeling Chief Operating Officer

There were no changes to the Board during the year.

Registered office

Pilgrims House

Horne Lane

Bedford

MK40 1NY

Name and corporate status

Bedfordshire Pilgrims Housing Association Limited

is an Industrial and Provident Society

Regulatory

Registered as a charitable social landlord under the

Industrial and Provident Societies Act Number 26751R

Registered by Homes and Communities Agency Number LH 3887

Board members, executive directors, advisors and bankers

Auditor

Grant Thornton UK LLP

Grant Thornton House

202 Silbury Boulevard

Central Milton Keynes

MK9 1LW

Principal solicitors

Perrins

Trowers and Hamlins

Principal funders

Barclays Bank plc

Clydesdale Bank plc

Lloyds Banking Group plc

Nationwide Building Society

Royal Bank of Scotland plc

Santander UK plc

Yorkshire Building Society

Bankers

HSBC Bank plc

Valuers

Savills (L&P) Limited


2

For the year ended 31 March 2013 2012 2011 2010 2009

Income and Expenditure Account (£’000)

Total turnover 79,871 77,245 71,483 63,450 57,101

Operating surplus 36,311 32,595 28,632 26,919 22,420

Surplus for the year 5,097 5,201 4,923 4,555 4,529

Balance Sheet (£’000)

Housing fixed assets 854,740 801,972 753,736 665,942 624,211

Other fixed assets 2,795 3,191 3,532 3,386 3,629

Investments 15,962 16,571 17,013 17,227 10,468

Total fixed assets 873,497 821,734 774,281 686,555 638,308

Net current assets 37,943 38,907 54,472 104,654 122,943

Total assets less current liabilities 911,440 860,641 828,753 791,209 761,251

Loans (due over one year) 592,307 559,262 545,614 538,296 506,547

Pensions liability 19,737 15,726 11,362 19,007 7,384

Other long term liabilities 24,270 20,910 18,468 16,968 11,185

Total long term liabilities 636,314 595,898 575,444 574,271 525,116

Reserves: revenue 18,439 16,155 14,409 (763) 10,408

revaluation 256,687 248,588 238,900 217,701 225,727

total 275,126 264,743 253,309 216,938 236,135

Total long-term funding and reserves 911,440 860,641 828,753 791,209 761,251

Accommodation figures (number of dwellings)

Total owned 15,067 14,732 14,077 13,437 12,508

Total other properties 2,151 2,281 2,349 2,345 1,920

Total owned and in management 17,218 17,013 16,426 15,782 14,428

Statistics

Surplus for the year as % of turnover 6.4% 6.7% 6.9% 7.2% 7.9%

Operating Surplus as % of turnover 45.5% 42.2% 40.1% 42.4% 39.3%

Rent losses (voids and bad debts as % of rent and service charges receivable)

2.2% 2.0% 2.4% 2.6% 2.5%

Rent arrears (gross arrears as % of rent and service charges receivable)

3.7% 3.6% 3.4% 3.4% 3.8%

Gearing

(total loans as a % of total fixed assets plus net current assets)65.0% 65.3% 65.8% 68.0% 68.0%

Five year summary


3

18,000

16,000

14,000

12,000

10,000

8,000

bpha key pointsbpha key points

We are: bpha is a socially motivated property development and

management business

bpha is a charitable social landlord providing social housing for rent,

supported and sheltered housing, residential care homes and intermediate

forms of housing tenure such as shared ownership, leaseholds and

accommodation targeted for key workers.

bpha has four core strategies:

1 - Customer Service

2 - Growth and Asset Management

3 - People

4 - Communication

We have: bpha has a track record of developed growth, all delivered through the

development and acquisition of properties, rather than mergers.

1991

7,

280

units

1992

7,

201

units

1993

7,

669

units

1994

7,

941

units

1995

8,

430

units

1996

8,

751

units

1997

9,

127

units

1998

9,

537

units

1999

9,

702

units

2000

9,

797

units

2001

9,

832

units

2002

9,

797

units

2003

10

,126

uni

ts

2004

10

,243

uni

ts

2005

10

,528

uni

ts

2006

11

,279

uni

ts

2007

11

,543

uni

ts

2008

11

,866

uni

ts

2009

14

,428

uni

ts

2010

15

,782

uni

ts

2011

16

,426

uni

ts

2012

17

,013

uni

ts

2013

17

,218

uni

ts

We live: in a changing regulatory and funding environment, with welfare reform being

one of the biggest challenges the affordable housing sector faces.


4

Key: Income

EBITDA

Surplus

80

70

60

50

40

30

20

10

£m

2009 2010 2011 2012 2013

5 year Income, EBITDA and Surplus

bpha key points

We respond:by continuing our investment in people, processes and technology;

by being at the heart of delivering and improving Value for Money;

by creating 3 strands to respond to Welfare Reform:

1 - The Welfare Reform Action Group

2 - Income Management and Financial Inclusion

3 - Lobbying and Communications

We perform:bpha’s income continues to grow and surpluses remain secure.

We are strong: bpha continues to be a significant developing association, with a sound asset base.

Key: Total fixed assets

Net Current Assets

Loans

Other

Reserves

2009 2010 2011 2012 2013

1,000

£m

750

500

250

0

-250

-500

-750

-1,000

5 year Assets/Liabilities


5

Chairman’s statement

In an extremely challenging period for the affordable housing

sector, we can report that bpha remains firmly on course. Our

operational and financial performance for 2012/13 clearly

demonstrates the soundness of the bpha business model. Our

impressive development pipeline confirms that we are still the

partner of choice for large-scale strategic sites in the Bedford

and Cambridge areas.

The biggest challenge currently faced by our sector is

undoubtedly welfare reform. The first wave of benefit changes

is already having an impact on our residents. When Universal

Credit is introduced, there will be further risk for landlords, as

social housing residents take full responsibility for paying their

rent.

In the longer-term, we recognise that the housing crisis now

extends across a broad income spectrum. To keep our offer

relevant to the strategic housing needs of our operating area,

we recognise that we need to develop affordable homes for a

wider range of people.

In facing these challenges, we took the

strategic decision to refocus bpha, by

combining the strengths of our social ethos

with the best traits of the commercial

business world. As a socially motivated property development

and management business, we continue to invest in building

affordable homes and communities.

During 2012/13, we continued with the redesign of bpha’s

operating model. Led by our experienced Executive Team and

a Board with strong commercial skills, we are reorganising our

teams, improving our processes and investing in new systems

and technology.

The changes mean that we will be better able to support our

social housing residents, at the same time as ensuring we retain

our financial viability and capacity.

At bpha we have been preparing to operate in the new

business environment for some time. As I reported in

our financial statements last year we have reviewed and

streamlined our governance arrangements with the focus on

highly capable Non-Executive Directors providing the skills and

experience to support our socially motivated business model.

As part of the review, we re-evaluated and benchmarked

the pay for Non-Executive Board members. Our decision to

raise pay attracted some criticism in the housing press earlier

this year. The increases were made for sound commercial

reasons to retain and properly compensate the directors

for the commercial and legal responsibilities that they

undertake. Benchmarking was carried out against commercial

organisations of a similar size and complexity. The National

Housing Federation (‘NHF’) has not reviewed its guidance

on pay for several years and it arguably no longer reflects

the needs of businesses like ours in austerity Britain. I fully

recognise that this is a very sensitive area and we will continue

to benchmark non-executive pay against similar commercial

organisations as part of the overall Governance arrangements

to ensure that we are able to recruit and retain the calibre of

individuals that we need for the future.

Our Non-Executive Directors have brought extensive

commercial experience and a new, more proactive style of

Board leadership. Members contribute more and earlier, rather

than merely interrogating officers’ reports. Individual time

commitments have increased substantially in the last couple of

years.

At a time when risk for the housing sector has significantly

increased, the Board has worked closely with the Executive

Team to reinforce the risk management processes and culture.

This informed debate ensures that being risk averse does not

cause organisational atrophy. The recent consultation by the

Homes and Communities Agency (‘HCA’) on regulating an

increasingly diversified business sector reinforces in our minds

the need for a highly skilled Board operating within an effective

governance system. Our decision to pay Board members on

a more commercial, but still sub-market, basis is part of the

process of strong governance and is at the heart of effective

co-regulation.

I reported last year that I was supported in the evaluation of

Board performance by Dr Sherril Kennedy. For 2013 I have

followed the same template developed and used last year to

carry out a thorough review of the performance of the Board.

Through our pay strategy we have raised the performance

bar for both myself and my colleagues on the Board. I believe

we have performed well at both an individual, but more

importantly on a collective basis. I am pleased to report that the

Board is working well and providing bpha with a very strong

governance platform.

The Board has worked closely with the Chief Executive Officer


We see ourselves as a business offering real value for money and great customer services


6

and other Executive Directors to design a new operational

model – challenging, counselling and sharing their experiences

to work to improve the planning and strategy development for

the brave new world.

bpha has refined its business focus and established a new

identity as a socially motivated property company, that

differentiates us from other housing providers. We see ourselves

as a business offering real value for money and great customer

services. Our motivation continues to be socially based. We

will use our commercial success to support more borrowing to

invest in much-needed new homes.

Our strong business focus is reflected in our results. At an

operational level bpha’s financial performance remained

strong in the year to 31 March 2013. Turnover increased by

£2.6m to £79.9m and our net surplus remained steady at

£5.1m. Property sales produced a £2.2m surplus which was

£0.5m higher than 2011/12. General needs shared ownership

properties were empty for an average of just seven weeks last

year, including the conveyancing period – against a target of 12

weeks.

Our costs continue to be well controlled. Our operating surplus

as a percentage of turnover remains well above the sector

norms at 45.5%. Operating costs (excluding properties sold)

were £38.8m, compared to £37.0m in 2011/12. Management

costs rose by 7.5% reflecting the 2.2% rise in property

numbers, as well as one-off investments made during the year

to support our infrastructure and improve the efficiency of

our core business activity. Rising stock levels and a focus on

improving stock quality for the benefit of residents meant we

spent more on repairs and maintenance.

bpha’s asset base remains strong. Total assets less current

liabilities increased to £911m (2011/12: £861m). Our housing

stock, including the residential care homes, was valued at

£823m – a rise of £38m. Our portfolio of homes owned and

managed at 31 March 2013 stood at 17,218.

We continue to be well financed and have committed medium

and long-term undrawn borrowing facilities of £107m. This will

more than cover our planned net operational and development

spending for the coming year.

Value for money and prudent budgeting remain an integral

part of bpha’s culture from Board level down. Under our new

operating model, we will continue to seek cost reductions

through more efficient processes, investment in I.T., better

procurement and emphasis on economies of scale.

bpha is a good organisation with ambitious plans for growth

and organisational improvement. With a strong Board

supporting our very capable Executive Team, I am confident that

we can continue to deliver strong operational performance that

enhances our financial strength and capacity.

The economic outlook remains weak and consequently our

business focused approach remains critical to our success. It

will be challenging, but as Chairman I am convinced that we

will continue to be successful and meet those challenges head

on and provide the vitally important new homes that are so

needed for our customers of today and tomorrow.

Stephen Hallett

(Chairman)

1 July 2013



7

Operating review

Introduction

Bedfordshire Pilgrims Housing Association Limited (‘bpha’ or

‘the Association’) is a charitable registered provider for social

housing operating under the name of bpha and is regulated by

the Homes and Communities Agency (‘HCA’). bpha is a socially

motivated property development and management business.

Our vision is to grow and innovate to meet the needs of a

changing society.

The principal areas in which bpha operates are providing social

housing for rent, supported and sheltered housing, residential

care homes and intermediate forms of housing tenure such as

shared ownership, leaseholds and accommodation targeted for

key workers. bpha has four core strategies:

1. Customer service

Self Service for those who want it; ‘excellent people’ contact

for those not using it.

Pro-active working with the Resident Scrutiny and

Improvement Group (‘RSIG’).

Support for people in need: neighbourhoods, money, jobs.

Customer service culture.

2. Growth and Asset Management

Continued investment in buildings, homes and communities.

Sustain and enhance the economic value of our properties.

Link to customer service – repair and maintenance, new

home specifications.

3. People

Maximising our people’s potential to contribute.

Leadership and management.

High performance culture – values that inspire behaviour.

4. Communication

Communication to be pro-active: internal and external.

Stakeholder engagement strategy.

Building brand bpha in support of corporate goals.

Challenges

The housing sector faces a number of challenges in the coming

years and bpha is updating its business model so it can

successfully meet these challenges. The Association believes

that there are four areas that will have a significant influence

on future strategy:

The UK will continue to be under fiscal and economic

pressure. Accordingly, in contrast to the last 10 years, capital

subsidies for new affordable housing will be an increasingly

scarce resource over the next 10 years;

The welfare system changes will have an impact upon the

existing and future customer base and consequently bpha is

reshaping and refocusing its service offering;

Demographic and economic changes will mean that there

remains a massive under supply of homes across the whole

housing market in bpha’s operating areas;

The regulatory environment will continue to evolve and it is

likely that there will be ever more focus on economic and

value for money outcomes.

To be successful in this new environment bpha must change,

building on the strengths of its socially motivated approach but

combining it with the best traits of the commercial business

world. In essence, bpha must be a commercial property

company but with a socially motivated heart.

The governance changes that were made in 2011/12 reflect this

commercial approach and bpha has recruited key management

expertise from outside of the social housing sector to build

upon its existing strengths.

Growth through development

We remain committed to building new homes to meet the

needs of local communities despite the slow down in delivery of

developer controlled strategic sites resulting from the continued

economic downturn. In the year to March 2013 we completed a

total of 449 properties towards our HCA commitments.

950units built

950units built

1,038units built

854units built

699units built

449units built

total units

2008-2009 2009-2010 2010-2011 2011-2012 2012-2013

14,428

15,78216,426

17,01317,218

Growth

Operating and financial review

bpha has a strong, capable development team who have consistently delivered new homes


8

Our strong track record of development over the last 10 years,

of delivering new homes on time, on budget and meeting

specific local needs was undoubtedly an influencing factor

behind our successful bid in 2011 for HCA grant funding. We

remain prudent in our approach to development, do not take

speculative land positions and remain geographically focussed

upon counties to the North and West of London.

Our current HCA funded programme is amongst the largest in

the country which is a significant achievement given that, unlike

many of our competitors, we do not develop on a nationwide

basis.

Customer Service

Customer Focus is a core strategic value for bpha. OneCall,

bpha’s customer service centre has now been established for

two years and it is the key customer communication channel for

bpha. Considerable effort has gone into improving our training

and process which has seen 83% of calls resolved at the initial

point of contact and overall customer satisfaction increase to

92%. We have also invested in a system that allows customers

to request a ‘free call back’ within an hour at busier times

which is receiving great

feedback. We also entered

the Top 50 Call Centres for

customer service this year and OneCall won a prestigious award

for the second highest rated call centre nationally for web-chat.

Over the forthcoming year we will introduce a call recording

system and continue to improve our processes.

Value for Money

Value for money (‘VFM’) is an integral part of bpha’s culture,

is driven by the Board and reported via bpha’s operating and

reporting processes.

bpha is an efficient business with a good track record of

improving housing stock, building new units and running at

a financial surplus. However, to grow successfully we have

recognised the need to invest in our support infrastructure and

to continuously improve our customer offering.

Recognising that there would come a point where bpha

outgrew the capacity of the systems and infrastructure to

efficiently support bpha, the Good to Great (‘G2G’) programme

was initiated.

The G2G business transformation process is at the heart of

bpha delivering and improving VFM.

bpha’s overall approach to VFM is as follows:

Improve the efficiency of the core business processes and

activities within all of bpha’s departments

Analyse system requirements, purchase and implement new

IT systems that support and help drive the business forward

in terms of service improvements and efficiencies

Realise economies of scale and cost benefits in order to

provide substantially more cost effective growth

Modernise bpha so it is far better equipped to address and

exploit commercial advantages and opportunities

Expand the existing OneCall Customer Contact Centre

to enable all customer enquiries to be dealt with in one

centralised customer centre

Generate a better focus and enable improved social

outcomes for residents and communities on more efficient

and effective terms

Generate a step change in culture and attitudes underpinned

by new Values and Behaviours. In so doing, provide the

means for a sustainable ‘can-do/will-do’ work ethos to

become embedded within all staff teams.

Success in delivering VFM is measured through:

KPI monitoring

– Operational performance

– Customer satisfaction

– Regulatory and legal compliance

Contract procurement

– Improved customer service levels

– Complaints reduction

– Improved financial metrics

Achievement of key I.T. milestones

– Structured process for I.T. systems purchase

Budget and Business Planning process

– Zero based budgets

– VFM challenge

– Business case evaluation

Financial Performance Report

– Monthly review of actual performance against budget

During the year the Board and Operations Board have received

regular reports on these areas.


We offer free call back within an hour at busier times


9

In addition to strategic VFM initiatives described and monitored

above, there are a large number of specific operational VFM

activities that are undertaken as part of day-to-day business.

VFM Case Study 1 – One Call

In April 2011 when bpha launched OneCall, this represented

a radical change and began the process of consolidating

customer contact in one area. This has since been extended

to include complaint handling. These changes have brought

service improvement benefits to customers including

consistency and increased access.

Whilst OneCall has increased customer satisfaction scores

across a number of key performance areas and has recently

performed well in a national customer service award

– the Top 50 Contact Centre for customer service (web-

chat), bpha recognise that in order to improve customer

satisfaction further and importantly support the delivery of

bpha’s Corporate Strategy and Customer Service strategy,

OneCall needs to do more than just evolve.

Benchmarking of the service demonstrated that OneCall was

delivering good levels of service as detailed below:

A blue print for improvement has identified the key changes

that will be needed across systems, people and leadership so

that OneCall can improve customer service levels even further.

VFM Case Study 2 – Bedford Foyer

Until recently, bpha had provided housing for people under

25, through an innovative scheme at Bedford Foyer, which

combined housing with support.

The scheme has formed an important part of the provision

for young people in Bedford and over the years, has provided

an excellent start, enabling young people to find, not only a

home, but the opportunity to develop the skills needed to gain

independence in the wider community. For these reasons, the

importance of the continued availability of this accommodation

based service for young people in Bedford, has been a high

priority. This has been bpha’s guiding principle in seeking

alternative, more viable options to keep The Foyer open.

bpha, as the landlord, provided both accommodation and

support to residents of The Foyer but did not operate as a

hostel. The associated implications of operating in this way were

becoming increasingly challenging, posing a significant threat

to the future of The Foyer.

The solution has been to seek a partner to help us deliver

the service. bpha in partnership with YMCA Bedfordshire are

now delivering this service. YMCA Bedfordshire has taken over

the management of The Foyer building, which is owned by

bpha, and now employs the same excellent staff team. This is

particularly positive as it affords continuity of support for the

young people residing there.

The Foyer continues to provide 34 rooms for people between

the ages of 16 and 25 and, as well as supporting people to

find work and training, also supports residents in developing

life skills such as budgeting, healthy eating and managing a

tenancy.

The Foyer now generates rental income for bpha. Although the

Supporting People grant which funded staff would no longer

have been available to bpha, by transferring the management

of The Foyer to YMCA Bedfordshire, this vital service was able

to continue.

VFM Case Study 3 – Resident involvement

bpha recognise that working collaboratively with other service

providers can improve VFM for customers. An example of this is

bpha’s participation in the Bedfordshire Resident Involvement

Forum which delivers a variety of training services to residents.

This gives bpha residents access to valuable training in a cost

efficient manner.

% Calls answered

Mpathy Sector Benchmark (2012) 94%

OneCall 94.3%

% Calls answered within 20 seconds


Commercial Benchmark (Merchants Global 2011)

OneCall 79.4%

65.2%

% Calls resolved at first contact



OneCall 83.2%

74.9%

% Customer satisfaction


OneCall 91.8%

82.1%


Generate a better focus and enable improved social outcomes for residents and communities


10

VFM Case Study 4 – Utilities

bpha recognised the need to procure utilities in the most

efficient way, to reduce the processing costs and to improve

the accuracy of billing to customers. This led bpha to pursue a

dual strategy during the year of securing competitive prices and

improving the accuracy of our data.

bpha undertook a competitive tender process and has adopted

a strategy of consolidating suppliers wherever practicable onto

fixed price contracts. This has resulted in significant on-going

savings which has already been reflected in lower service

charges for the majority of residents.

The second strand to the strategy has been to arrange the

installation of smart meters on communal electricity supplies.

bpha now receives accurate monthly consumption data and

avoids the costly exercise of rectifying estimated charges. These

meters have been installed at no cost to bpha.


VFM Case Study 5

– Business transformation quick wins

In addition to some of the broader strategic initiatives there

were many smaller projects undertaken to deliver VFM. Many of

these were delivered in short timescales – ‘quick wins’.

1. New money advice system introduced – replaced an

outdated system. Now enables the team to have full case

management and produce KPI’s around case performance;

critical to supporting customers through Welfare Reform.

2. Updated the I.T. systems used by OneCall in handling

customer repairs calls, allowing us to diagnose repairs more

accurately and send the appropriate tradesperson with the

correct items to achieve a first time repair, thereby increasing

customer satisfaction.

3. Introduction of hand held tablet devices to enable on-site

stock surveys and allow data to be posted directly to the

property management system; data collection time and

accuracy significantly improved.

4. New system introduced enabling customers to make

miscellaneous payments by debit card through the OneCall

contact centre thus reducing process costs and increasing

customer service.


11

Financial review

bpha produced another strong financial performance in the

year to 31 March 2013. The overall surplus for the year of

£5.1m was similar to the previous year (2011/12: £5.2m).

Increased rental income was offset by increased interest costs

and higher depreciation. Expenditure on routine and planned

maintenance was slightly higher than the previous year

reflecting additional property numbers and strategic investment

priorities. The £2.2m surplus from property sales was £0.5m

higher than 2011/12.

Income and Expenditure

Details of income and expenditure from lettings are detailed in

Note 3 to the financial statements, but key points to note are as

follows:

Turnover increased by £2.6m to £79.9m. Income from social

housing lettings increased by £4.9m due to additional

properties being made available as well as rent increases. The

increase in rental income was partly offset by a reduction in

income from other social housing activities.

Operating costs (excluding costs relating to property sales) were

£38.8m (2011/12: £37.0m):

Management costs increased by 7.5% in the year. This was

higher than the rate of the increase in property (2.2%)

owned by bpha and reflects one-off costs associated with

transforming the business as described earlier.

The decrease in expenditure on services from £6.3m to

£6.2m reflected improved purchasing, particularly on utility

costs, which offset the costs associated with the higher

number of properties in management and additional services

provided to existing properties.

Routine and planned maintenance costs of £10.9m showed

a small increase from £10.8m in the previous year.

Depreciation has increased by £0.5m in 2012/13, reflecting

the increase in the number of properties and higher property

valuation.

Balance Sheet

The Association has a strong asset base. The balance sheet

value of total assets less current liabilities is £911m (2011/12:

£861m). The asset base has been funded through a

combination of retained reserves of £275m (2011/12: £265m)

and long term funding of £636m (2011/12: £596m).

Tangible fixed assets increased by £52.4m. The stock of housing

properties has been valued at 31 March 2013 on an existing

use value for social housing basis by FPD Savills at £756.4m

(2012: £733.5m), an increase of £22.9m. In addition, FPD


Analysis of Turnover

Key:General housingLow cost home ownershipSupported HousingResidential care homesOthersOther Social Housing IncomeNon-Social Housing Income

Turnover

£79.9m (2011/12: £77.3m) 58%

5%

9%

9%

5%

9%

5%

56%

5%

9%

5%

8%

13%

4%

Turnover

£79.9m (2011/12: £77.3m)

86%

5%

9%

83%

13%

4%

Key:Social Housing Income Other Social Housing IncomeNon-Social Housing Income

Savills have valued the residential care homes at £66.8m

(2011/12: £51.4m) bringing the total property valuation

up to £823.2m. During the year bpha’s property portfolio

(owned and managed) increased by 205 units to 17,218. This

was primarily due to the completions from the development

programme.


12

Accounting Policies

The Association’s accounting policies are set out in pages 23

and 24 of the financial statements.

The policies that are most critical to the financial results relate

to accounting for housing properties and include capitalisation

of interest for developments; deduction of capital grant

from the cost of assets; housing property depreciation and

capitalisation of major improvements to the housing stock.

Funding

A key feature of bpha’s financial affairs is its debt structure

which is a result of (i) the funding of the initial stock transfer

from the local authority, and (ii) the funding of further property

development and acquisitions in the subsequent 23 years. Total

borrowings, mainly in the form of long term bank loans from

seven leading UK financial institutions, now stand at £593m.

bpha continues to be well financed with undrawn borrowing

facilities of £107m that are more than sufficient to meet

planned net operational and development expenditure for the

year ahead. Options to meet medium to long term requirements

with both existing and new funding parties continue to be

explored.


Capital expenditure during the year on the purchase and

development of housing, net of grant and asset sales, totalled

£38.1m (2011/12: £38.5m) and was funded through a

combination of loans drawn on existing facilities and utilisation

of cash deposits.

Prior to the current year bpha had entered into a number of

interest hedging arrangements to fix part of its interest costs.

Continued economic concerns during the year, particularly

within the Eurozone, and the view that the United Kingdom

is a relatively safe haven, have caused projected interest

rates to remain low. Under the terms of the International

Swaps and Derivatives Association (‘ISDA’) contracts, this has

required bpha to continue to provide security collateral to

our counterparties. These deposit requirements fluctuate and

are refunded as and when the market anticipates interest rate

increases. bpha has chosen to meet these marked to market

collateral obligations largely by depositing cash, which at the

year end totalled £41.3m (2011/12: £43.4m), though we retain

the option to charge property to counterparties.

Interest charged on loans comprises the single largest category

of expenditure in bpha’s income and expenditure account.

Interest costs have increased by £4.2m. This is due to increased

borrowings and due to drawing upon loans arranged post

banking crises which are more expensive.

bpha continues to comply with the accounting disclosures

required for pensions under FRS17. The balance sheet includes

a pension liability of £19.7m (2011/12: £15.7m), which

represents the Association’s share of a long term liability under

the Local Government Pension Scheme of which it has been a

member for many years. The liability increased in the year by

£4.0m due mainly to a fall in the discount rate used to calculate

future pension liabilities (see note 17).

Conclusions

Overall 2012/13 has been another successful year for bpha.

Our operational activities run at a surplus of £36.3m, which

at 45.5% of turnover is high by sector standards reflecting

the efficient nature of bpha’s operations. We continue to be a

significant developing association. Investment is being made

into processes, people and technology to drive efficiency and

improve customer service. The actions that we are currently

taking put us in a strong position to meet the challenges ahead.

John Cross

(Chief Executive Officer)

01 July 2013

Analysis of Operating Costs

Key:Housing Management costsService Charge costRoutine MaintenancePlanned MaintenanceRent losses from bad debtsDepreciationOther Social Housing activitiesNon-Social activities

Operating costs (excluding costs relating

to property sales)

£38.8m (2011/12: £37.0m)

25%

16%

18%

10%

21%

5%4%

25%

17%

18%

11%

1%

21%

5% 2%

1%


13

The Board presents its report and audited financial statements for the year ended 31 March 2013.

Principal activities

The Association is a registered provider of social housing

regulated by the Homes and Communities Agency and is

registered as a charitable Industrial and Provident Society under

the Industrial and Provident Societies Act 1965. The Association

was formed in 1989 to take over the entire housing stock of

Bedford Borough Council (then North Bedfordshire Borough

Council) and initially provided rented housing for those tenants

that had transferred. Of the stock that was transferred in 1990,

we continue to own 5,621 housing units which represent about

one-third of current stock. The remaining two-thirds have been

developed or acquired in the 23 years since.

bpha is now a mature association that continues to grow and

diversify its services for a wide range of customers including key

public sector workers and others in

need of low cost homes. bpha now

operates across the counties to the

north and west of London. An Operating and Financial review

of the year’s activities is set out on pages 7 to 12.

Performance for the year

Details of the financial performance of the Association are set

out within the Operating and Financial Review on pages 11 to

12.

Housing property assets

Details of changes to the Association’s fixed assets are shown

in note 10 to the financial statements. Housing property values

are considered in the Operating and Financial Review.

Board members, Officers and Executive Directors

The present Board members and the Executive Directors of the

Association are set out on page 1. The Board comprises nine

members at 31 March 2013, consisting of, five independent

members who own one share each in the Association, one

local authority member nominated by Bedford Borough

Council and therefore an ‘officer’ and three Executive Directors.

The independent Board members are drawn from a wide

background bringing together professional, commercial and

local experience.

The Executive Directors of the Association are the Chief

Executive Officer, the Chief Financial Officer and the Chief

Operating Officer.

The Executive Directors hold no interest in the Association’s

shares and act as executives within the authority delegated by

the Board.

The Association has insurance policies, which indemnify its

Board members and Executive Directors against liability when

acting for the Association.

The Board, Committees and Governance

The Board has overall responsibility for all aspects of the

business and the Association’s system of internal controls.

In response to the significant changes in the commercial and

regulatory landscape the Board commenced, during 2010/11,

an extensive review of the governance arrangements of bpha.

This process has included an evaluation of the skills of the

Board and the relationship of the Board to its Committees and

the responsibilities and structure of these Committees.

The revised governance arrangements require Board members

to commit significantly more time than previously to their

roles to ensure that the Board and its Committees function

effectively. The Non-Executive Directors and co-opted

independent Committee members not only prepare for and

attend formal Board / Committee meetings but also provide

considerable on-going input to governance arrangements

through informal meetings, consideration of technical matters

and guidance and challenge to the Executive.

Resident Scrutiny and Improvement Group

Operations Board

Development Projects Board

Board

Audit Committee

Remuneration Committee

The governance and scrutiny arrangements can be summarised as follows:

Report of the Board

Small board, more meetings, more commitment


14

The Audit Committee and Operations Board include co-opted

independent members who bring specific knowledge and

experience to the role and who were appointed following an

external recruitment process.

Following the establishment of these Boards and Committees

last year, during 2012/13 the terms of reference of each

Committee were reviewed to ensure that these were working

effectively and if deemed appropriate were amended to give

clear accountability for specific matters.

The governance and scrutiny arrangements and terms of

reference can be summarised as follows:

Operations Board

The Operations Board is chaired by the Vice Chair of the Board.

The Operations Board comprises two Non-Executive directors of

the Board, two independent members, two resident members

and one Executive Director of bpha. The Operations Board

is attended in observer status by the Chair of the Resident

Scrutiny and Improvement Group.

The purpose of the Operations Board is to champion and drive

an engaged customer focused service which provides assurance

to the Board and customers that bpha’s operational delivery

is efficient, effective and compliant with the customer service

regulatory framework.

To do this, the Operations Board sets the customer service

principles and parameters of bpha’s operational strategy and

oversees strategic outcomes, including operational performance,

significant customer impacts and resident engagement.


The Board has established a Development Projects Board

which is chaired by a Board member. Its principal purpose is to

scrutinise and recommend relevant development projects for

approval to the Board / Chairs’ Group.

Audit Committee

The Audit Committee, comprising one Board member and two

independent members, has the following terms of reference:

Risk Management To advise the Board on the effectiveness of the Association’s

internal control and risk management systems including

controls for assessing risk.

Finance To advise the Board on the adequacy of the Association’s

financial reporting controls. To review the annual audited

financial statements before submission to the Board.

Report of the Board

Internal Audit To advise the Board on the provision of the internal audit

service, to monitor the effectiveness of the internal audit

service; to consider, approve and monitor progress against

the annual internal audit plan and to consider and advise

on internal audit reports.

External Audit To advise the Board on the appointment of external

auditors, to review and monitor the effectiveness of the

external audit work and to consider the external auditor’s

Audit Findings Report.


The Board has established a Remuneration Committee which

is chaired by a Board member. The Remuneration Committee

comprises three Non-Executive Directors of the Board. The

terms of reference of the Committee include determining the

remuneration and terms and conditions of employment of the

Chief Executive Officer; setting and evaluating all elements of

the remuneration package for the Executive Team and assessing

the skills, experience and other attributes required to effectively

govern the Association. Details of Director’s remuneration are

set out in Note 4 to the financial statements.

Subsequent to the year end, Stephen Hallett stepped down

from the Remuneration Committee and Cllr Shan Hunt was

appointed.

Resident Scrutiny and Improvement Group

The Association has a Resident Scrutiny and Improvement

Group. This Group is independent of the Board. They can

make direct recommendations to Heads of Service and hold

the Board to account for how changes arising from their

recommendations are implemented.

The role of the Resident Scrutiny and Improvement Group is to:

1. Monitor, scrutinise and challenge bpha’s performance to

ensure continual improvement and development of best

practice in service delivery for residents and future residents,

subject to appropriate regulatory and financial constraints.

2. Ensure that residents are involved at the highest level of

decision making and that bpha’s strategic direction in

service delivery reflects the needs and aspirations of its

customers and residents.

3. Strengthen the links between current resident involvement

activities and governance structures to ensure that residents

are able to influence bpha’s decision-making process, and to

improve the variety of resident involvement activities offered.

4. Hold the Board of bpha to account in relation to customer

service delivery.


15

NHF Code of Governance

During the year the Association has complied with the National

Housing Federation Code of Governance (Revised 2010).

Internal Controls Assurance

The Board acknowledges its overall responsibility for

establishing and maintaining the whole system of internal

control and for reviewing its effectiveness. This responsibility

applies to all of the Association.

The system of internal control is designed to manage, rather

than eliminate, the risk of failure to achieve business objectives,

and to provide reasonable, and not absolute, assurance against

material misstatement or loss.

The process for identifying, evaluating and managing the

significant risks faced by the Association is on-going and has

been in place throughout the period commencing 1 April 2012

up to the date of approval of the annual report and financial

statements.

Key elements of the control framework include:

Board approved terms of reference and delegated authorities

for Audit Committee, Development Projects Board,

Operations Board and Remuneration Committee;

Committee

Board

Operations Board


Audit Committee


Stephen Hallett 8/8 3/3

Fiona Gregory 8/8 6/6 3/3

John Cross 8/8 6/7 2/3

Paul Gray 8/8 7/7

Neil McGregor-Patterson 7/8 5/6 2/3

David Keeling 7/8 5/6 7/7

Geoff Potton 8/8 7/7

Peter Male 8/8 5/5

Shan Hunt 7/8

Tony Baker (resigned 25/06/2012) 1/2

Peter Bateson 5/5

Tim Ludlow 5/5

Geri McLeary 5/6

Kate Nelson (resigned 31/05/2013) 5/6 1/2

Judith Pokora (resigned 14/02/2013) 3/6

Jaz Saggu 6/6

John Scott (resigned 04/07/2012) 2/3

Melusi Jubane 5/5

Dave Bartley 5/5

Membership and record of attendance

Report of the Board

clearly defined management responsibilities for the

identification, evaluation and control of significant risks;

robust strategic and business planning processes, with

detailed financial budgets and forecasts;

formal recruitment, retention, training and development

policies for all staff;

established authorisation and appraisal procedures for all

significant new initiatives and commitments;

a sophisticated approach to treasury management which is

subject to periodic review by internal audit;

regular reporting to the appropriate committee on key

business objectives, targets and outcomes;

Board approved whistleblowing, anti-theft and bribery and

corruption policies;

Board approved fraud policies, covering prevention,

detection and reporting; together with recoverability of

assets;

regular monitoring of loan covenants and requirements for

new loan facilities.

The Board cannot delegate ultimate responsibility for the

system of internal control, but has delegated authority to the

Audit Committee to regularly review the effectiveness of the

system of internal control. The Board receives minutes of Audit

Committee meetings.


16

The Board has received confirmation from the Executive

Directors that the system of internal control of the Association

is effective. The Board has also received the annual report of the

internal auditor which did not identify any matters that would

undermine the overall integrity of the system of internal control.

Risk

bpha has a formal risk management policy which identifies,

evaluates, manages and monitors the significant risks it faces. A

key aim is to foster a culture in which all staff throughout bpha

take responsibility for the management of risk.

The Chief Executive Officer has overall day-to-day responsibility

for risk management. It is the role of management to

implement Board policies on risk and control. In fulfilling their

responsibilities, management identify and evaluate the risks

faced by bpha for consideration by the Board and design,

operate and monitor a suitable system of internal control.

The top risks to bpha with a high potential impact and / or

high probability, together with any emerging risks, are brought

to the Board’s attention. These top risks are reported to each

meeting of the Board, specifically noting any changes since

the last report. The Audit Committee, which meets a minimum

of four times a year, has delegated Board responsibility for the

detailed consideration of risk.

All employees have some responsibility for internal control

as part of their accountability for achieving objectives. They

collectively have the necessary knowledge, skills, information,

and authority to establish, operate and monitor the system of

The main risks that the Association has identified and the actions taken to mitigate those risks are:

Key Risk Summary of actions being taken

Operational

Failure to deliver improved systems and processes

capable of supporting bpha’s growth aspirations.

Transformation Project reported to each Board meeting.

Impact of Welfare Reform. Reporting to each Operations Board of actions being taken to mitigate

the impact of Welfare Reform.

Failure to comply with gas safety legislation. Operations Board receive details of gas safety compliance.

Fire in a property. Progress against inspection plan and rectification of outstanding

actions reported to Board.

Business Continuity plan fails to work as expected. Regular testing and lessons learned.

Development

Not generating sufficient funding capacity through

tenure conversions; assets sales and other means.

Monthly meeting of Chief Executive Officer, Chief Financial Officer

and Chief Operating Officer to consider progress on all development

projects, forthcoming contracts, projected headroom and other

matters, before making commitments.

Failure to deliver the HCA programme. Monthly report on shared ownership sales and tenure conversions.

Report to each Board meeting.

Breakdown in strategic relationships. Regular meetings at all levels with key stakeholders.

Treasury Management

Failure to comply with covenants. Ongoing monitoring and quarterly report of compliance with

covenants to Board and funders.

Insufficient security to support facility drawdowns. Security charged on regular basis and ongoing monthly review and

update of rolling headroom projections.

Annually prepared Business Plan, which models all aspects of financial

viability including covenant compliance and analyses sensitivity

changes in key assumptions.

Daily monitoring of marked to market exposure.

Report of the Board


17

internal control. This requires an understanding of bpha, its

objectives, the sectors and markets in which it operates, and the

risks it faces.

Employees

The strength of the Association lies in the quality and

commitment of its employees. The Association’s ability to meet

its objectives and commitments to residents in an efficient and

effective manner depends on the contribution of employees

throughout the Association.

The Association continues to provide information on its

objectives, progress and activities through regular office and

departmental meetings.

The Association is committed to equal opportunities for all

employees and in particular it supports the employment of

disabled people, both in recruitment and in the retention of

employees who become disabled whilst in the employment of

the Association.

The Association has adopted the Code of Practice on Race

Equality arising from the Race and Housing Inquiry Challenge

Report 2001.

Health and safety

The Board is aware of its responsibilities on all matters

relating to health and safety and receives status reports at

every meeting. The Association has prepared detailed health

and safety policies and procedures, and provides training and

education on health and safety matters for Board members,

senior management and staff.

Fundraising for community projects

The Association has been successful in raising funds for special

community projects from a variety of sources and acknowledges

the support and generosity of organisations that have been

involved in fundraising initiatives.

Grant income received in the year 2012/13 includes the

following:

European Social Fund Co-Finance £69,260 for the

Community Employment Support program.

National Careers Service £7,715 to provide individually

tailored information, careers and skills advice.

Grants under £10,000 in the form of restricted funds for

specific community based projects have been received from

Brickhill Parish Council, Awards For All, House of Industry Estate,

and St Neots Town Council.

Report of the Board

Post balance sheet events

We consider there have been no events since the financial

year-end, which have had a significant effect on the financial

position of the Association.

Going concern

After making enquiries, which include a review of the monthly

cashflow forecasts and noting undrawn facilities available of

£106.8m, the Board has a reasonable expectation that the

Association has adequate resources to continue in operational

existence for the foreseeable future. For this reason, it continues

to adopt the going concern basis in the financial statements.

Statement of the responsibilities of the Board

for the report and financial statements

The Board is responsible for preparing the report and financial

statements in accordance with applicable law and regulations.

Industrial and Provident Society legislation requires the Board

to prepare financial statements for each financial year. Under

the law the Board have elected to prepare the financial

statements in accordance with United Kingdom Generally

Accepted Accounting Practice (United Kingdom Accounting

Standards and applicable laws). Under the Industrial and

Provident Society legislation the Board must not approve the

financial statements unless they are satisfied that they give a

true and fair view of the state of affairs and surplus or deficit

of the Association for that period. In preparing these financial

statements, the Board are required to:

select suitable accounting policies and then apply them

consistently;

make judgments and accounting estimates that are

reasonable and prudent;

state whether applicable UK Accounting Standards and

the Statement of Recommended Practice: ‘Accounting by

Registered Housing Providers (‘SORP’) Update 2010’, have

been followed, subject to any material departures disclosed

and explained in the financial statements; and

prepare the financial statements on the going concern basis

unless it is inappropriate to presume that the Association will

continue in business.

The Board is responsible for keeping proper accounting records

which disclose with reasonable accuracy at any time the

financial position of the Association and enable it to ensure

that the financial statements comply with the Industrial and

Provident Societies Acts 1965 to 2002. It is also responsible for

safeguarding the assets of the Association and hence for taking


18

reasonable steps for the prevention and detection of fraud and

other irregularities.

In so far as each member of the Board is aware:

there is no relevant audit information of which the

Association’s auditors are unaware; and

the Board has taken steps that it ought to have taken to

make itself aware of any relevant audit information and to

establish that the auditors are aware of that information.

The Board are responsible for the maintenance and integrity

of the corporate and financial information on the Association’s

website. Legislation in the United Kingdom governing the

preparation and dissemination of financial statements may

differ from legislation in other jurisdictions.

Auditors

A resolution to reappoint Grant Thornton UK LLP as auditors of

the Association will be submitted to the 2013 Annual General

Meeting.

Statement of compliance

In preparing this Operating and Financial Review and Board

report, the Board has followed the principles set out in the

SORP 2010.

The report of the Board was approved by the Board on 1 July

2013 and signed on its behalf by:

Paul Gray FCA

(Chief Financial Officer and Secretary)

1 July 2013

Report of the Board


19

We have audited the financial statements of Bedfordshire

Pilgrims Housing Association for the year ended 31 March

2013 which comprise the income and expenditure account,

the statement of total recognised surpluses and deficits, the

note of historical cost surpluses and deficits, the balance sheet,

the cash flow statement and the related notes. The financial

reporting framework that has been applied in their preparation

is applicable law and United Kingdom Accounting Standards

(United Kingdom Generally Accepted Accounting Practice).

This report is made solely to the housing association’s members,

as a body, in accordance with regulations made under Section

9 of the Friendly and Industrial and Provident Societies Act

1968. Our audit work has been undertaken so that we might

state to the housing association’s members those matters we

are required to state to them in an auditor’s report and for no

other purpose. To the fullest extent permitted by law, we do

not accept or assume responsibility to anyone other than the

housing association and the housing association’s members as

a body, for our audit work, for this report, or for the opinions

we have formed.

Respective responsibilities of

the board and the auditor

As explained more fully in the Statement of the responsibilities

of the Board set out on page 17, the Board is responsible for

the preparation of financial statements which give a true and

fair view. Our responsibility is to audit and express an opinion

on the financial statements in accordance with applicable law

and International Standards on Auditing (UK and Ireland). Those

standards require us to comply with the Auditing Practices

Board’s (APB’s) Ethical Standards for Auditors.

Scope of the audit of the financial statements

A description of the scope of an audit of financial statements

is provided on the APB’s website at www.frc.org.uk/apb/scope/

private.cfm.

Opinion on financial statements

In our opinion the financial statements:

give a true and fair view of the state of the association’s

affairs as at 31 March 2013 and of its income and

expenditure for the year then ended;

have been properly prepared in accordance with the Industrial

and Provident Societies Acts, 1965 to 2002, the Housing

and Regeneration Act 2008 and The Accounting Direction for

Private Registered Providers of Social Housing 2012.

Matters on which we are

required to report by exception

We have nothing to report in respect of the following matters

where the Industrial and Provident Societies Acts, 1965 to 2002

requires us to report to you if, in our opinion:

a satisfactory system of control over transactions has not

been maintained; or

the association has not kept proper accounting records; or

the financial statements are not in agreement with the

books of account; or

we have not received all the information and explanations

we need for our audit.

Grant Thornton UK LLP Statutory Auditor,

Grant Thornton House

202 Silbury Boulevard

Central Milton Keynes

MK9 1LW

2 July 2013

Independent auditors’ report to the members of Bedfordshire Pilgrims Housing Association Limited


20

Note 2013

£’000

2012

£’000

Turnover: continuing activities 3 79,871 77,245

Operating costs 3 (43,560) (44,650)

Operating surplus: continuing activities 3 36,311 32,595

Surplus on sale of fixed assets 9 2,235 1,678

Interest receivable and other income 6 309 113

Interest payable and similar charges 7 (32,970) (28,760)

Other finance costs 17 (788) (425)

Surplus for the financial year 8 5,097 5,201

Income and expenditure account for the year to 31 March 2013

Statement of total recognised surpluses and deficits for the year to 31 March 2013

Note 2013

£’000

2012

£’000

Surplus for the financial year 5,097 5,201

Unrealised surpluses on revaluation of properties 19 8,813 10,297

Actuarial (losses) relating to pension scheme 17 (3,527) (4,064)

Total recognised surpluses since last annual report 10,383 11,434

Note of historical cost surpluses and deficits for the year to 31 March 2013

Note 2013

£’000

2012

£’000

Reported surplus on ordinary activities 5,097 5,201

Realisation of property revaluation 19 714 609

Historical cost retained surplus 5,811 5,810

The notes on pages 23 to 41 form part of these financial statements.


21

Note 2013

£’000

2012

£’000

Fixed assets

Tangible assets 10(i) 857,535 805,163

Investments

Homebuy loan 63,843 67,917

Homebuy grant (47,881) (51,346)

15,962 16,571

873,497 821,734

Current assets

Properties for sale 5,012 4,338

Debtors 11 6,299 6,718

Investments 12 41,347 43,423

Cash 6,627 4,120

59,285 58,599

Less : creditors

Amounts falling due within one year 13 (21,342) (19,692)

Net current assets 37,943 38,907

Total assets less current liabilities 911,440 860,641

Creditors

Amounts falling due after more than one year 14 616,577 580,172

Net pension liability 17 19,737 15,726

636,314 595,898

Capital and reserves

Called-up share capital 18 – –

Revenue reserve 19 18,439 16,155

Revaluation reserve 19 256,687 248,588

275,126 264,743

911,440 860,641


The financial statements were approved by the Board on 1 July 2013 and were signed on its behalf:

S Hallett P Gray

(Chairman) (Chief Financial Officer and Secretary)

Balance sheet as at 31 March 2013


22

Note 2013

£’000

2012

£’000

Net cash inflow from operating activities 23 41,781 42,235

Return on investments and servicing of finance

Net interest paid (33,378) (28,820)

Net cash outflow from return on investments and servicing of finance (33,378) (28,820)

Capital expenditure

Purchase and development of housing properties (52,493) (63,753)

Social housing grant received 7,667 19,547

Other sales of housing properties 6,731 5,830

Purchase of other fixed assets (30) (138)

Net cash outflow from capital expenditure (38,125) (38,514)

Management of liquid resources

Net cash withdrawal of short term deposits and investments 2,076 8,550

Financing

Loans received 45,250 69,695

Loans repaid (15,097) (53,633)

Net cash inflow from financing 30,153 16,062

Increase/(decrease) in cash 24 2,507 (487)


Cashflow statement for the year to 31 March 2013

bpha Notes to the Financial Statements for the year to 31 March 2013

23

1. Legal statusThe Association is registered under the Industrial and Provident Societies Act

1965 and is registered with the Homes and Communities Agency as a social

landlord.

2. Principal accounting policiesBasis of accounting

The financial statements are prepared in accordance with UK Generally Accepted

Accounting Principles (UK GAAP) and the Statement of Recommended Practice:

Accounting by Registered Social Housing Providers Update 2010 and comply with

the Accounting Direction for Private Registered Providers of Social Housing 2012.

The financial statements are prepared on the historical cost basis of accounting

subject to the annual revaluation of certain fixed assets.

A summary of the more important accounting policies is set out below and remain

unchanged from the prior year.

Going concern

The Association’s business activities, its current financial position and factors

likely to affect its future development are set out within the Operating and

Financial Review. The Association has in place long-term debt facilities which

provide adequate resources to finance committed reinvestment and development

programmes, along with the Association’s day-to-day operations. The Association

also has a long-term business plan which shows that it is able to service these

debt facilities whilst continuing to comply with lenders’ covenants.

Turnover

Turnover comprises rental income receivable in the year, income from shared

ownership first tranche sales and other services, fees and revenue grants

receivable from local authorities and the Homes and Communities Agency.

Rental income is recognised from the point when properties under development

reach practical completion or otherwise become available for letting. Income from

property sales is recognised at the point of legal completion of the sale. Revenue

grants are recognised when the conditions for receipt of agreed grant funding

have been met. Charges for support services funded under Supporting People are

recognised as they fall due under the contractual arrangements with Administering

Authorities.

Taxation

The Association has charitable status and is not subject to Corporation Tax on

surpluses arising as a result of, or earned in furtherance of, its charitable objectives.

Value Added Tax

The Association charges value added tax (VAT) on some of its income and is able

to recover part of the VAT it incurs on expenditure. The financial statements include

VAT to the extent that this is suffered by the Association and not recoverable from

HM Revenue and Customs.

Interest Payable

Interest is capitalised on borrowings to finance developments to the extent that it

accrues in respect of the period of development if it represents either:

a) interest payable on borrowings specifically financing the development

programme after deduction of interest receivable on social housing grant

(SHG) in advance; or

b) interest payable on borrowings of the Association as a whole after deduction

of interest receivable on SHG in advance to the extent that they can be

deemed to be financing the development programme.

Other interest payable is charged to the income and expenditure account in the

year.

Loan issue costs

Costs incurred in raising loan finance are recorded as a deduction from gross

proceeds of the loan and subsequently amortised in the income and expenditure

account over the term of the loan. Other loan costs and facility fees are charged to

the income and expenditure account as incurred.

Derivatives

The Association uses interest rate swaps to reduce its exposure to future increases

in interest rates on floating rate loans. The notional principal is not reflected in the

Association’s balance sheet. Payments made under swaps are accrued over the

payment period on a straight-line basis.

Pension costs

The Association operated a defined benefit pension scheme which closed to new

members from 31 March 2010.

The assets of the closed scheme are invested and managed independently of the

finances of the group. Pension costs are assessed in accordance with the advice

of an independent qualified actuary. The operating costs of providing retirement

benefits to participating employees are recognised in the accounting periods in

which the benefits are earned. The related finance costs, expected return on assets

and any other changes in fair value of the assets and liabilities, are recognised in

the accounting period in which they arise. The operating costs, finance costs and

expected return on assets are recognised in the income and expenditure account

with any other changes in fair value of assets and liabilities being recognised in

the statement of total recognised surpluses and deficits.

Since 1 April 2010 a defined contribution scheme has been available to new

members. The income and expenditure charges represent the employers’

contribution payable to the scheme for the accounting period.

Supporting People

Charges for support services funded under Supporting People are recognised as

they fall due under the contractual arrangements with Administering Authorities.

Housing properties

Housing properties are principally properties available for rent and properties

subject to shared ownership leases. Completed housing properties are revalued

annually. The aggregate surplus or deficit on revaluation is transferred to a

revaluation reserve.

Housing properties under construction are stated at cost less related social housing

grant and other capital grants. They are transferred into housing properties when

completed.

Costs include the costs of acquiring land and buildings, development costs, interest

charges incurred during the development period and expenditure incurred in

respect of improvements. Improvements are works which result in an increase in

the net rental income, such as a reduction in future maintenance costs, or result in

a significant extension of the useful economic life of the property in the business.

Only the direct overhead costs associated with new developments or improvements

are capitalised.

Shared ownership properties are split proportionately between current and fixed

assets based on the element relating to expected first tranche sales. The first

tranche proportion is classed as a current asset and related sales proceeds included

in turnover. The remaining element, less any provisions needed for depreciation or

impairment, is classed as a fixed asset and included in housing properties.

Donated land

Land donated by local authorities and others is added to cost at the market value of

the land at the time of donation.

Notes to the Financial Statements for the year to 31 March 2013


24

2. Principal accounting policies (continued)

Social housing grant

Social housing grant (SHG) is receivable from the Homes and Communities Agency

(HCA) and is utilised to reduce the capital costs of housing properties, including

land costs. It is allocated to the land and structure components of the associated

asset in proportion to their cost. Grant receivable in respect of identifiable

components is allocated to those components.

SHG due from the HCA is included as a current asset whereas sums received in

advance are recorded as a liability.

SHG is subordinated to the repayment of loans by agreement with the HCA. SHG

released on sale of a property may be repayable but is normally available to be

recycled and is credited to a Recycled Capital Grant Fund and included in the

balance sheet in creditors.

Other grants

These include grants from local authorities and other organisations. The capital

cost of housing properties are stated net of grants receivable on these properties.

Grants in respect of revenue expenditure are credited to the income and

expenditure account in the same period as the expenditure to which they relate.

Homebuy and other similar schemes

The Association retains a stake in the form of a loan to the homeowner, in

properties whereby the homeowner was assisted in their home acquisition through

the Homebuy and Open Market Homebuy schemes. Investment in Homebuy is

funded through Social Housing Grant and held in the balance sheet at historical

cost. Upon crystallisation of a stake, the HCA grant is released and is normally

available to be recycled. It is credited to a Recycled Capital Grant Fund and included

in the balance sheet in creditors.

Depreciation of housing properties

The Association separately identifies the major components which comprise its

housing properties and charges depreciation, so as to write down the cost of each

component to its estimated residual value on a straight line basis over its estimated

useful life.

The depreciable amount is arrived at on the basis of the revalued amount, less

the residual value (being the estimated value of the land at existing use – social

housing) and less the proportion of SHG and other grants attributable to housing

properties.

Care Home properties are depreciated over the length of the related Lease

Agreements.

Major components are treated as separable assets and depreciated over their

expected useful economic lives as detailed below

Assets Years

Structure 100

Kitchens 20

Bathrooms 30

Heating Systems – Boilers 12

Heating Systems – Radiators 30

Roofs 60

Windows and Doors 30

Electrics 30

Lift – Refurbishment 20

Lift – Renewal 60

Freehold land is not depreciated.

Impairment

Properties which are depreciated over a period in excess of 50 years are

subject to impairment reviews annually. Other assets are reviewed for

impairment if there is an indication that impairment may have occurred.

Where there is evidence of impairment, fixed assets are written down to their

recoverable amount. Any such write down would be charged to operating

surplus unless it was a reversal of a past revaluation surplus, in which case it

would be taken to the statement of total recognised gains and losses.

Other tangible fixed assets

Tangible fixed assets, except housing properties, are stated at cost less

accumulated depreciation. Furniture and equipment are depreciated on a

straight line basis over the expected economic useful lives of the assets, which

range between two and ten years. Long leasehold offices are depreciated on

a straight line basis over 120 years.

Leased assets

Rentals payable under operating leases are charged to the Income and

Expenditure account on a straight line basis over the lease term.

Properties for sale

Shared ownership first tranche sales and property under construction are

stated at the lower of cost and net realisable value. Cost comprises materials,

direct labour and direct development overheads. Net realisable value is based

on estimated sales price after allowing for all further costs of completion and

disposal.

Current asset investments

Current asset investments are stated at market value and include marked to

market collateral deposits and investments.

Liquid resources

Liquid resources are readily disposable current asset investments. They include

some money market deposits held for more than 24 hours that can only be

withdrawn without penalty on maturity or by giving notice of more than one

working day.

Major repairs

The Association is committed to carrying out a comprehensive major repairs

and improvements programme on all housing stock. Works to existing

properties which replace a component that has been treated separately for

depreciation purposes are capitalised as improvements. Any other major

repairs are charged to the income and expenditure account. The Association

funds major repairs on the residential care homes for Oxfordshire Care

Partnership (OCP) with funds received from OCP to cover expected repairs

over the life of the homes. This income is included in turnover on a basis

that matches repair expenditure incurred. Any excess income is included in

deferred income.

Revaluation Reserve

The difference between the valuation of housing properties and their

historical cost carrying value is transferred to the revaluation reserve.


25

2013

2013

Turnover

£’000

Operating

costs

£’000

Operating

surplus

£’000

Operating

surplus

as % of

turnover

Social housing lettings 69,227 (35,479) 33,748 49%

Other social housing activities

Supporting People Contract Income 517 (517) –

Management Fees 701 (192) 509

First Tranche Shared Ownership Sales 5,247 (4,800) 447

Other (including Homebuy Agent) 426 (1,172) (746)

6,891 (6,681) 210 3%

Total social housing activities 76,118 (42,160) 33,958 45%

Non social activities 3,753 (1,400) 2,353 63%

Total housing activities 79,871 (43,560) 36,311 46%

2012

2012

Turnover

£’000

Operating

costs

£’000

Operating

surplus

£’000

Operating

surplus

as % of

turnover

Social housing lettings 64,350 (34,140) 30,210 47%

Other social housing activities

Supporting People Contract Income 525 (525) –

Management Fees 420 (135) 285

First Tranche Shared Ownership Sales 7,949 (7,692) 257

Other (including Homebuy Agent) 1,063 (1,301) (238)

9,957 (9,653) 304 3%

Total social housing activities 74,307 (43,793) 30,514 41%

Non social activities 2,938 (857) 2,081 71%

Total housing activities 77,245 (44,650) 32,595 42%

3. Turnover, operating costs and operating surplus


26

3. Turnover, operating costs and operating surplus (continued)

Income and expenditure from social housing lettings

General

housing

£’000

Low cost

home

ownership

£’000

Supported

housing

£’000

Residential

care

homes

£’000

Others

£’000

2013

£’000

2012

£’000

Income from social housing lettings

Rent receivable net of identifiable

service charges44,670 4,046 4,350 3,922 6,701 63,689 58,651

Charges for support services – – 438 – – 438 591

Service charge income 1,951 177 2,194 407 285 5,014 4,976

Net rents receivable 46,621 4,223 6,982 4,329 6,986 69,141 64,218

Revenue grants from local

authorities and other agencies86 – – – – 86 132

Total income from

social housing lettings46,707 4,223 6,982 4,329 6,986 69,227 64,350

Expenditure on letting activities

Management (7,057) (1,295) (721) – (711) (9,784) (9,105)

Service charge cost (2,038) (374) (3,580) – (205) (6,197) (6,316)

Routine maintenance (5,750) – (588) – (579) (6,917) (6,598)

Planned maintenance (3,022) – (268) (407) (264) (3,961) (4,155)

Rent losses from bad debts (368) (33) (55) – (55) (511) (333)

Depreciation (4,866) – (563) (2,301) (379) (8,109) (7,633)

Total expenditure on

social housing lettings(23,101) (1,702) (5,775) (2,708) (2,193) (35,479) (34,140)

Operating surplus on

social housing lettings23,606 2,521 1,207 1,621 4,793 33,748 30,210

Void losses 563 10 334 – 135 1,042 984


27

Non-Executive Directors’ emoluments

Salaries

£’000

Expenses

£’000

2013

Total

£’000

2012

Total

£’000

Stephen Hallett Chair 50 2 52 42

Fiona Gregory Vice Chair, Chair – Operations Board 30 – 30 26

Peter Male Chair – Audit Committee 20 – 20 18

Neil McGregor-Paterson Chair – Remuneration Committee 20 – 20 16

Geoff Potton Chair – Development Projects Board 20 1 21 19

Cllr Shan Hunt – – – –

Anthony Baker (resigned 1 August 2011) – – – 8

John Scott (resigned 4 July 2011) – – – 8

140 3 143 137

The directors of the Association comprise Non-Executive Directors (Board members) and three Executive Directors. All

members of the Board (but excluding Cllr Shan Hunt) have been paid. Total emoluments in the period to 31 March 2013 for

the Non-Executive Directors amounted to £143K (2012: £137K).

4. Non-executive directors’ and directors’ emoluments

Board Directors

Basic

salary

£’000

Bonus

£’000

Benefits

in kind

£’000

Pension

contributions

£’000

2013

Total

£’000

2012

Total

£’000

John Cross Chief Executive Officer 136 18 5 23 182 174

Paul Gray Chief Financial Officer 110 15 2 13 140 128

David Keeling Chief Operating Officer 100 13 3 17 133 127

346 46 10 53 455 429

Other Executive Directors

Kate Nelson

Executive Director Corporate Services77 10 2 13 102 98

Judith Pokora

Executive Director Customer Services

(resigned 14/2/2013)

108 11 2 9 130 100

185 21 4 22 232 198

531 67 14 75 687 627

In addition to the above a total of £27K (2012: £6K) was paid to the independent members of the Audit Committee and

Operations Board who are not directors of the bpha Board. These positions are paid annual remuneration up to £4K per member.

Executive Directors

The aggregate amount of emoluments (including pension contributions and benefits in kind) paid or receivable by the Executive

Directors of the Association during the year was £687,170 (2012: £627,377). Following Judith Pokora’s resignation in February

2013, bpha agreed that she would not be obliged to work her notice period and therefore her basic salary includes an amount that in

normal circumstances would have been recognised in the following year.

Bonuses are paid a year in arrears and therefore emoluments for 2013 include a bonus in respect of the year ended 31 March 2012.

Due to the dates of their recruitment, Paul Gray and Judith Pokora were not eligible for a bonus payment in 2012.

The Chief Executive Officer is an ordinary member of the Local Government Pension Scheme and no special or enhanced terms apply.

Bonuses are only paid where the Remuneration Committee is satisfied that the individual concerned and the business has achieved

specific stretch targets.

The Chief Executive Officer is the highest paid Director.


28

5. Employee informationThe average weekly number of persons expressed in full-time equivalents employed during the year was:

Staff numbers 2013 2012

Customer Relations 129 133

Property Services 61 63

Development 32 32

Finance 32 32

Corporate Services* 36 33

290 293

*During 2013 the IT service provision was brought back in-house resulting in an increase of Corporate Services employees.

Staff costs

(for the above persons)

2013

£’000

2012

£’000

Wages and salaries 9,442 9,418

Social security costs 874 826

Pension – defined benefit current service cost (note 17) 1,332 1,302

Pension – defined contribution cost 107 73

11,755 11,619

The number of staff (excluding directors) who receive remuneration on a full time equivalent basis in excess of £60k are as follows:

The full-time equivalent number of

staff who receive remuneration

2013

No.

2012

No.

£60,001 to £70,000 6 7

£70,001 to £80,000 1 –

£80,001 to £90,000 2 2

Full time equivalents are calculated based on a standard working week of 37 hours.

6. Interest receivable and other income 2013

£’000

2012

£’000

Interest receivable from unlisted investments 309 113

7. Interest payable and similar charges2013

£’000

2012

£’000

On bank loans, overdrafts and other loans 34,405 30,401

Less: interest payable capitalised on housing properties under construction (1,435) (1,641)

32,970 28,760

Capitalisation rate used to determine finance costs capitalised during the period 5.29% 4.84%


29

8. Surplus for the financial year

Surplus on ordinary activities is stated after charging:

2013

£’000

2012

£’000

Depreciation of housing properties 9,355 8,360

Depreciation of other tangible fixed assets 426 479

Auditors’ remuneration (including VAT)

for audit services 41 38

for non-audit services

– tax advisory 2 3

– other 15 7

Operating lease payments

Vehicles, computers and equipment 78 80

Further fees of £16,296 (2012: £16,920) were paid to the auditors for advice on tax in respect of various development projects which

have been capitalised.

9. Surplus on sale of fixed assets – housing properties2013

£’000

2012

£’000

Disposal proceeds 6,731 5,830

Carrying value of fixed assets (4,496) (4,152)

2,235 1,678


30

10(i). Tangible fixed assets

Housing

properties

£’000

Housing

properties in

the course of

construction

£’000

Long

leasehold

offices

£’000

Furniture

and

equipment

£’000

Total

£’000

Cost or valuation

At 1 April 2012 1,043,923 30,926 3,249 2,715 1,080,813

Schemes completed in the year 43,467 (43,467) – – –

Additions – 50,612 9 21 50,642

Improvements 10,484 – – – 10,484

Interest capitalised – 1,435 – – 1,435

Disposals (5,187) – – – (5,187)

Deficit on revaluation (542) – – – (542)

At 31 March 2013 1,092,145 39,506 3,258 2,736 1,137,645

Depreciation

At 1 April 2012 – – 840 1,933 2,773

Charge for year 9,355 – 61 365 9,781

Transfer to Revaluation Reserve (9,355) – – – (9,355)

At 31 March 2013 – – 901 2,298 3,199

Social Housing Grant

At 1 April 2012 226,773 9,440 – – 236,213

Additions – 3,734 – – 3,734

Transfer to RCGF and DPF (1,143) – – – (1,143)

Transfers 5,725 (5,725) – – –

At 31 March 2013 231,355 7,449 – – 238,804

Community Fund Grants

At 1 April 2012 58 – – – 58

At 31 March 2013 58 – – – 58

Other Grants

At 1 April 2012 32,192 4,414 – – 36,606

Additions – 1,232 – – 1,232

Improvements 211 – – – 211

Transfers 5,119 (5,119) – – –

At 31 March 2013 37,522 527 – – 38,049

Net book value at 31 March 2013 823,210 31,530 2,357 438 857,535

Cost or valuation at 31 March is represented by:

Valuation in the year 823,210 – – – 823,210

Cost – 31,530 2,357 438 34,325

823,210 31,530 2,357 438 857,535

Net book value at 31 March 2012 784,900 17,072 2,409 782 805,163


31

10(i). Tangible fixed assets (continued)The Association’s housing properties have been valued by professional valuers, Savills (L&P) Limited. The valuation of the properties

was undertaken in accordance with the Royal Institution of Chartered Surveyors Valuation – Professional Standards (‘the Red Book’).

Completed housing properties were revalued at Existing Use Value for Social Housing as at 31 March 2013. In valuing the housing

properties, discounted cash flow methodology was adopted and key assumptions included:

Discount rate 4.75%

Long term inflation rate 2.50% pa

Rent increase up to RPI +1% pa

The cost, net of Social Housing Grant and sales receipts, in respect of Low Cost Home Ownership properties included in housing

properties is £70,291,000 (2012: £67,152,000) and housing properties in the course of construction is £11,686,500 (2012:

£1,667,370).

Housing properties

comprise:

Housing properties in the course of construction

comprise:

2013

£’000

2012

£’000

2013

£’000

2012

£’000

Freeholds 705,000 688,084 30,541 3,476

Long leaseholds 118,210 96,816 989 13,596

823,210 784,900 31,530 17,072

If the housing properties had not been revalued, they would have been shown in the balance sheet at the following amounts:

2013

£’000

2012

£’000

Cost of properties 835,458 795,335

Social housing and other grants from the HCA and local authorities (268,935) (259,023)

Net cost 566,523 536,312

10(ii). Expenditure on works to existing properties2013

£’000

2012

£’000

Amounts capitalised 10,484 7,963

Amounts charged to income and expenditure account 810 1,286

11,294 9,249


32

14. Creditors: amounts falling due after more than one year2013

£’000

2012

£’000

Debt (see note 16) 592,307 559,262

Recycled Capital Grant Fund (see note 15) 20,205 17,513

Disposal Proceeds Fund (see note 15) 1,229 879

Major Repairs Fund - OCP (see note 26) 2,836 2,518

616,577 580,172

11. Debtors2013

£’000

2012

£’000

Accounts falling due within one year:

Rental and service charges debtors 1,803 1,553

Less: provision for bad and doubtful debts (1,026) (1,030)

777 523

Other debtors, prepayments and accrued income 4,227 4,028

Less: provision for bad and doubtful debts (797) (593)

3,430 3,435

Social Housing Grants receivable 972 1,615

Housing Benefit from Local Authorities 778 757

Accounts falling due after more than one year:

Loan to Gloucestershire Care Partnership Limited 250 250

Rolled up interest on loan made to Gloucestershire Care Partnership Limited 92 85

Loan to Cambridgeshire Partnerships Limited – 53

6,299 6,718

12. Current asset investments2013

£’000

2012

£’000

Bank deposit – 2,000

Marked to market deposits 41,347 41,423

41,347 43,423

Marked to market deposits represent security given to counterparties of derivatives arrangements.

13. Creditors: amounts falling due within one year2013

£’000

2012

£’000

Bank and Building Society loans (see note 16) 250 2,710

Rent and service charges received in advance 702 522

Contracts for capital works and retentions 10,188 5,953

Taxation and social security 266 461

Other creditors 6,623 6,577

Accruals and deferred income 3,313 3,469

21,342 19,692

Payments to creditors

The Association’s policy is to pay purchase invoices when due.


33

15. Recycled capital grant fund Disposal proceeds fund

2013 2012

RCGF

£’000

DPF

£’000

Total

£’000

RCGF

£’000

DPF

£’000

Total

£’000

At 1 April 17,513 879 18,392 15,261 877 16,138

Grants Recycled – Housing properties 797 346 1,143 762 – 762

Grants Recycled – Homebuy 2,173 – 2,173 1,449 – 1,449

Interest accrued 47 4 51 41 2 43

Purchase/development of properties (325) – (325) – – –

Balance at 31 March 20,205 1,229 21,434 17,513 879 18,392

16. Debt analysis2013

£’000

2012

£’000

Due within one year:

Bank and Building Society loans 250 2,710

Due after more than one year:

Bank and Building Society loans 590,023 557,410

Other loans 6,499 6,499

Deferred costs (4,215) (4,647)

592,307 559,262

Debt is repayable as follows:

Due within one year 250 2,710

Due after one year and within five years 16,395 7,499

Due after more than five years 575,912 551,763

592,557 561,972

Bank and Building Society loans

Housing loans from banks and building societies are secured by specific charges on the Association’s housing properties and are

repayable at fixed rates of interest (excluding margin on the loan) ranging from 5.25% to 10.00% and at variable rates linked to LIBOR.

Interest Rate Hedges

The Association has stand alone International Swaps & Derivatives Association (‘ISDA’) arrangements in order to hedge against the

long-term risk of an increase in variable interest rates under its principal loan facility. As an Industrial and Provident Society with

charitable objectives and a social landlord registered with the Homes and Communities Agency, the Association does not trade

for profit and is regulated by the Homes and Communities Agency which has issued extensive guidelines on the use of derivative

instruments by registered social landlords. The Association has applied this guidance in entering into 14 swap transactions which

include two cancellable swaps. These comprise eight with Barclays Bank plc totalling £130 million (of which £15 million is a cancellable

arrangement), two with HSBC Bank plc totalling £50 million, two with Lloyds Banking Group plc totalling £50 million (of which £30

million is a cancellable arrangement), one with Royal Bank of Scotland plc for £25m and one with Bank of Scotland plc for £25m. The

rates of interest range from 3.96% to 5.08% and maturity dates range from 31 March 2021 to 1 September 2051. The commencement

dates of these swaps range from 27 February 2004 to 1 September 2011.


34

17. PensionsThe Association is an admitted member of the Bedfordshire Pension Fund (‘the fund’). This is a multi-employer scheme with more than

one participating employer, which is administered by Bedford Borough Council under the Regulations governing the Local Government

Pension Scheme (‘LGPS’), and is a defined benefit scheme.

The employers’ contributions to the Fund by the Association for the year ended 31 March 2013 totalled £1,636,000 (2012:

£1,427,000) and the employers’ contribution rate from 1 April 2011 is 16.9% (estimated contributions for 2013/14: £1,732,000)

together with lump sum cash contributions of £616,000 in the next year.

Triennial actuarial valuations of the scheme are performed by an independent, professionally qualified actuary using the projected unit

method. The most recent formal actuarial valuation was completed as at 31 March 2010. The next triennial valuation as at 31 March

2013 is due to be completed by the actuary in early 2014.

The market value of the scheme assets at 31 March 2010 was £1,168m and the level of funding was 72%. The main actuarial

assumptions used in the valuation were:

Salary increases 5.3% per annum

Future pension increases 3.3%

Financial assumptions

The main financial assumptions used by the actuary in assessing liabilities on a basis consistent with Financial Reporting Standard 17

were:

2013

% per

annum

2012

% per

annum

Future salary increases * 5.1% 4.8%

Future pension increases 2.8% 2.5%

Discount rate 4.5% 4.8%

Inflation assumption 2.8% 2.5%

* In 2013 future salary increase are assumed to be 1% nominal until 31 March 2015 reverting to the long-term assumption shown

thereafter. In 2012 future salary increases were assumed to be 2.5% p.a. nominal until 31 March 2015 reverting to the long-term

assumption shown thereafter.

Mortality assumptions

The post retirement mortality assumptions used to value the benefit and obligation at March 2012 and March 2013 are based on the

Fund’s VitaCurves with improvements from 2010 in line with the Medium Cohort and a 1% p.a. underpin.

Based on these assumptions, the average future life expectancies at age 65 are:

Males Females

2013 2012 2013 2012

Current Pensioners 21.6 years 21.6 years 23.2 years 23.2 years

Future Pensioners 23.6 years 23.6 years 25.6 years 25.6 years

Borrowing facilities

The Association has undrawn committed borrowing facilities from lenders. The facilities available at 31 March, in respect of which all

conditions precedent had been met, were as follows:

2013

£’000

2012

£’000

Expiring in more than five years 57,015 92,015

Expiring in two years or more but

less than five years

49,750 50,000

106,765 142,015

16. Debt analysis (continued)


35

17 Pensions (continued)Major categories of plan assets as a percentage of total plan assets:

31 Mar 2013

%

31 Mar 2012

%

Equities 70% 49%

Bonds 19% 24%

Property 8% 9%

Cash 3% 18%

Actual return on plan assets:

2013

£’000

2012

£’000

Actual return/(loss) on plan assets 2,664 (28)

Estimated value and expected return on assets

The expected return on assets is based on the long-term future expected investment return for each asset class as at the

beginning of the year (i.e. as at 1 April 2012 for the year to 31 March 2013). The return on bonds are the yields applicable at

the relevant date. The return on equities and property is then assumed to be a margin above bond yields.

The expected value of assets in the Fund and the expected rates of return were:

31 March 2013 31 March 2012 31 March 2011

Assets

£’000

Expected

Return %

Assets

£’000

Expected

Return %

Assets

£’000

Expected

Return %

Equities 20,077 5.7 12,197 6.3 13,082 7.5

Bonds 5,449 3.2 5,974 3.3 5,572 4.9

Property 2,294 3.9 2,240 4.4 2,180 5.5

Cash 860 3.0 4,481 3.5 3,392 4.6

Total 28,680 24,892 24,226

Amounts for the current and previous four years are as follows:

2013

£’000

2012

£’000

2011

£’000

2010

£’000

2009

£’000

Present value of defined benefit obligation (48,417) (40,618) (35,588) (40,304) (22,731)

Fair value of scheme assets 28,680 24,892 24,226 21,297 15,347

Deficit on scheme (19,737) (15,726) (11,362) (19,007) (7,384)

Experience gains/(losses) on plan liabilities 43 (354) (1,649) (3) –

Experience gains/(losses) on plan assets 1,417 (1,584) 486 3,666 (4,753)

Analysis of the amount charged to the income and expenditure account:

2013

£’000

2012

£’000

Current service cost 1,332 1,302

Total operating charge 1,332 1,302

Analysis of net loss on pension assets:

2013

£’000

2012

£’000

Expected return on pension scheme assets 1,247 1,548

Interest on pension scheme liabilities (1,971) (1,973)

Losses on curtailments (64) –

Net loss on assets (788) (425)


36

17. Pensions (continued)Analysis of the amount recognised in statement of total recognised surpluses and deficits (STRSD)

2013

£’000

2012

£’000

Actual return less expected return on pension scheme assets 43 (354)

Changes in financial and demographic assumptions underlying the present value of scheme liabilities (3,570) (3,710)

Actuarial losses recognised in STRSD (3,527) (4,064)

The amount of the actuarial loss relating to changes in financial assumptions for the year ended 31 March 2013 is £3,527,000

(2012: £4,064,000).

The cumulative actuarial loss at 31 March 2013 is £14,079,000 (2012: £10,552,000 loss).

Movement in deficit during the year

2013

£’000

2012

£’000

Association’s share of scheme liabilities at beginning of year (15,726) (11,362)

Movement in year:

Current service cost (1,332) (1,302)

Employer contributions 1,632 1,423

Contributions in respect of unfunded benefits 4 4

Other finance costs (788) (425)

Actuarial losses (3,527) (4,064)

Association’s share of scheme liabilities at end of year (19,737) (15,726)

Changes in present value of defined benefit obligation are as follows:

2013

£’000

2012

£’000

Opening defined benefit obligation 40,618 35,588

Current service cost 1,332 1,302

Interest cost 1,971 1,973

Contributions by members 479 503

Actuarial losses 4,944 2,480

Losses on curtailments 64 –

Estimated unfunded benefits paid (4) (4)

Estimated benefits paid (987) (1,224)

Closing defined benefit obligation 48,417 40,618

Changes in the fair value of plan assets are as follows:

2013

£’000

2012

£’000

Opening fair value of plan assets 24,892 24,226

Expected return on assets 1,247 1,548

Contributions by members 479 503

Contributions by employer 1,632 1,423

Contributions in respect of unfunded benefits 4 4

Actuarial gains/(losses) 1,417 (1,584)

Unfunded benefits paid (4) (4)

Benefits paid (987) (1,224)

Closing fair value of plan assets 28,680 24,892


37

17. Pensions (continued)History of experience gains and losses

2013

£’000

2012

£’000

2011

£’000

2010

£’000

2009

£’000

Difference between expected and actual return on scheme assets: 43 (354) 486 3,666 (4,753)

Experience gains and (losses) on share of scheme liabilities: 1,417 (1,584) (1,649) (3) –

Total amount recognised in statement of total recognised

surpluses and deficits:(3,527) (4,064) 8,437 (11,586) (2,272)

18. Called up share capitalEach non executive member of the Board other than the Local Authority nominated member holds one share of £1 in the Association.

The shares provide members with the right to vote at general meetings, but do not provide any rights to dividends or distribution on

winding up. Shares are cancelled when the holder ceases to be a qualifying member of the Board.

2013

£

2012

£

Allotted, issued and fully paid 5 5

19. ReservesRevaluation

Reserve

£’000

Revenue

Reserve

£’000

Total

£’000

At 1 April 2012 248,588 16,155 264,743

Surplus for year – 5,097 5,097

Surplus on revaluation on properties 8,813 – 8,813

Actuarial loss relating to pension scheme – (3,527) (3,527)

Transfer in respect of realised gains on disposal of revalued properties (714) 714 –

At 31 March 2013 256,687 18,439 275,126

At 31 March 2013, the revenue reserve was stated after taking charges totalling £19,737,000 in respect of the defined benefit

pension liability (2012: £15,726,000).

Revaluation reserve

2013

£’000

2012

£’000

Net book value including valuations of housing properties 823,210 784,900

Net cost of housing properties (Note 10) (566,523) (536,312)

Revaluation reserve 256,687 248,588

20. Financial commitmentsCapital commitments

2013

£’000

2012

£’000

Capital expenditure that has been contracted for,

but has not been provided for in the financial statements

24,454 17,189

Capital expenditure that has been authorised by the Board

but has not yet been contracted for

83,450 15,911

The above commitments will be financed primarily through borrowings, which are available for draw-down under existing loan

arrangements, together with social housing grant.


38

20. Financial commitments (continued)Operating leases

At 31 March 2013 the Association had minimum annual commitments in respect of operating leases for furniture, equipment and

motor vehicles expiring:

2013

£’000

2012

£’000

Between one and two years 35 37

Between two and five years 26 28

61 65

21. Number of units owned and in management

At the end of the year:

2013

Restated*

2012

Owned - General and Supported 9,728 9,943

Owned - Affordable 316 27

Owned - Students/Nurses 498 497

Owned - Elderly Care Homes 1,249 1,035

Shared Ownership 1,436 1,406

Key Worker - Shared Ownership 246 254

Owned - Managed by Others 523 524

Near Market Rents 446 444

Rent to Homebuy 625 602

Total Owned 15,067 14,732

Open Market Homebuy 834 896

My Choice Homebuy/Shared Equity 686 712

Leaseholders 519 512

Managed for Others 112 161

Total Other Properties 2,151 2,281

Total Owned and in Management 17,218 17,013

*the 2012 figures have been restated to be consistent with the analysis in 2013.

22. Contingent liabilitiesThere are no contingent liabilities at 31 March 2013 (2012: nil).

23. Reconciliation of operating surplus to net cash inflow from operating activities

2013

£’000

2012

£’000

Operating surplus for the year excluding interest and tax payable 36,311 32,595

Depreciation 9,781 8,839

Internal development on-costs (3,069) (2,501)

Pensions operating charge 1,332 1,302

Pensions contributions paid (1,636) (1,427)

Increase in properties for sale (674) (1,328)

Increase in debtors (217) 1,540

Decrease in creditors (47) 3,215

Net cash inflow from operating activities 41,781 42,235


39

24. Reconciliation of net cashflow to movement in net debt2013

£000

2012

£000

Increase/(decrease) in cash 2,507 (487)

Cashflow from (decrease) in liquid resources (2,076) (8,550)

Cash inflow from (increase) in debt and lease finance and set up fees (30,153) (16,062)

Increase in net debt from cashflows (29,722) (25,099)

Non-cashflow items (432) (296)

Total changes in net debt for the period (30,154) (25,395)

Net debt brought forward at 1 April (514,429) (489,034)

Net debt at 31 March (544,583) (514,429)

25. Analysis of net debt

1 April

2012

£’000

Cashflow

£’000

Non-

cashflow

items

£’000

31 March

2013

£’000

Loans (560,120) (30,153) - (590,273)

Other loans (6,499) - - (6,499)

Loans set up fees 4,647 - (432) 4,215

Changes in debt (561,972) (30,153) (432) (592,557)

Cash at bank and in hand 4,120 2,507 - 6,627

Current asset investments 43,423 (2,076) - 41,347

Changes in net debt (514,429) (29,722) (432) (544,583)

26. Related party transactionsBoard Members

One of the members of the Board (Cllr Shan Hunt) is the appointee of Bedford Borough Council, a local authority having nomination

rights over initial tenancies to new build Association properties in their area. All transactions with the Council are on normal

commercial terms and the Councillor Board member is not able to use their position for their personal advantage or that of Bedford

Borough Council.

Oxfordshire Care Partnership Limited (OCP) (see note 27)

The income and expenditure account includes the following transactions between the Association and OCP:

2013

£000

2012

£000

Income from lease rentals 4,071 3,621

Management Fee receivable 90 87

Interest receivable – 1

4,161 3,709

Major Repairs contribution 900 587

Major Repairs expenditure (560) (507)

Balance taken to Major Repairs Fund 340 80

The amounts due from OCP at the year end are:

Income from lease rentals 351 –

The amounts due to OCP at the year end are:

Development expenditure 268 –

Fund for future Major Repairs expenditure 2,836 2,517

3,104 2,517


40

26. Related party transactions (continued)Gloucestershire Care Partnership Limited (GCP) (see note 27)

The income and expenditure account includes the following transactions between the Association and GCP:

2013

£000

2012

£000

Income from lease rentals 1,395 962

Interest receivable 7 73

1,402 1,035

The amounts due from GCP at the year end are:

2013

£000

2012

£000

Interest receivable on loan 92 85

Loan from bpha 250 250

342 335

Cambridgeshire Partnerships Limited (CPL)

During the financial year 2007/08 the HCA selected a bid from Cambridgeshire Partnerships Limited, led by bpha and incorporating

four other Housing Association partners, to deliver the vision of the Cambridge Challenge.

Cambridgeshire Partnerships Limited which is an associated company in which bpha has a 20% stake, has incurred legal and audit

costs of £6k during the year. These costs represent the only transactions of this entity for the financial year and are not deemed

material and have therefore not been consolidated.

27. Joint venturesThe Association holds 50% of the shares in each of two joint venture companies, The Oxfordshire Care Partnership Limited (OCP)

and The Gloucestershire Care Partnership Limited (GCP). The joint ventures are managed through a Board of Trustees on which the

Association and its partner are equally represented.

OCP’s and GCP’s principal activities are the provision of care to elderly people through the care homes. OCP and GCP provide housing,

accommodation and assistance to help house people who are elderly or disabled and the provision of associated facilities and

amenities for such people.

As the Association is not required to prepare consolidated financial statements, under FRS 9 ‘Associates and Joint Ventures’, the

Association is required to prepare additional information including, on an equity accounting basis, its share of the joint venture’s

results for the period to 31 March 2013 and the net assets as at 31 March 2013.

Any surplus from the joint venture companies shall be applied solely towards the promotion of charitable objects as determined by the

trustees. No dividends by way of profits will be distributed to the members of the company.

Income and expenditure account for the year 31 March 2013

2013

Association

£’000

OCP

£’000

GCP

£’000

2013

Total

£’000

2012

Total

£’000

Turnover:

Continuing activities 79,871

Operating costs (43,560)

Operating surplus/(deficit): Continuing activities 36,311 (11) (35) 36,265 32,572

Surplus on sale of fixed assets 2,235 - - 2,235 1,678

Interest receivable and similar income 309 19 1 329 120

Interest payable and similar charges (32,970) - (9) (32,979) (28,781)

Other finance costs (788) - - (788) (425)

Surplus/(deficit) on ordinary

activities before and after tax5,097 8 (43) 5,062 5,164


41

27. Joint ventures (continued)Balance Sheet as at 31 March 2013

2013

Association

£’000

2013

Joint

Ventures

OCP

£’000

2013

Joint

Ventures

GCP

£’000

2013

Association

including

Joint Ventures

£’000

2012

Association

including

Joint Ventures

£’000

Fixed Assets

Tangible assets 857,535 857,535 805,163

Investments 15,962 15,962 16,571

Joint Ventures:

Share of gross assets 3,288 639

Share of gross liabilities (1,199) (849)

1,879 1,905

873,497 875,376 823,639

Current Assets

Properties for sale 5,012 5,012 4,338

Debtors 6,299 6,299 6,718

Investments 41,347 41,347 43,423

Cash 6,627 6,627 4,120

59,285 59,285 58,599

Less: Creditors

Amounts falling due within one year (21,342) (21,342) (19,692)

Net Current Assets 37,943 37,943 38,907

Total Assets less Current Liabilities 911,440 2,089 (210) 913,319 862,546

Creditors

Amounts falling due after more than one year 616,577 616,577 580,172

Net pension liability 19,737 19,737 15,726

Capital and Reserves

Called-up share capital –

Revenue reserve 18,439 2,089 (210) 20,318 18,060

Revaluation reserve 256,687 256,687 248,588

911,440 2,089 (210) 913,319 862,546

424422

Bedfordshire Pilgrims Housing Association Limited (bpha) is registered as a Charitable Industrial and Provident Society (26751R) and also with the Tenant Services Authority (LH3887) and is affiliated to the National Housing Federation.

www.bpha.org.ukTelephone: 0330 100 0272

Registered office: Pilgrims House, Horne Lane, Bedford MK40 1NY

193

VALUATION REPORT

The following valuation report (the Valuation Report) relates to the properties which will be charged in favour of the Security Trustee on the Closing Date (the Initial Properties) and allocated to secure the Bonds. Accordingly, on the Closing Date the Issuer's Designated Security will be comprised of the Initial Properties.

The Valuation Report was prepared by Savills Advisory Services Limited, Registered Chartered Surveyors, of Innovation Court, 121 Edmund Street, Birmingham B3 2NJ (the Valuer). The Valuation Report is included in this Prospectus, in the form and context in which it is included, with the consent of the Valuer and the Valuer has authorised the contents of this section.

The Valuer does not have a material interest in the Issuer or the Borrower.

Summary of valuations

A summary of the values of the Initial Properties set out in the Valuation Report is set out below:

*An additional 33 units have been given nil value

EUV-SH / MV-ST as appropriate Total

Units No. Valued on EUV-SH basis

Units No. Valued on MV-ST basis

406 £27,900,000 1,191 £132,140,000 £160,040,000

bpha Finance plc

Valuation of Housing Stock for Loan Security Purposes

Relating to the Issue of £200,000,000, 4.816% Secured Bonds due

2044 by bpha Finance plc

31 MARCH 2014

Innovation Court

121, Edmund Street

Birmingham

B3 2HJ

CONTENT PAGE NO

1. INSTRUCTIONS & TERMS OF REFERENCE 2

2. EXECUTIVE SUMMARY OF VALUATION 6

3. THE PROPERTIES 7

4. ENVIRONMENTAL CONSIDERATIONS 8

5. TOWN PLANNING 8

6. TENURE 8

7 RENT RESTRUCTURING, TARGET RENTS AND “CONVERGENCE” RENTS 9

8 RENTS AND CPI 10

9 “AFFORDABLE” RENT 10

10 WELFARE REFORM - ADDITIONAL COMMENTARY ON VOIDS, ARREARS AND BAD DEBTS 11

11 THE PROPERTY MARKET – GENERAL MARKET SUMMARY 11

12 EXISITNG USE VALUE FOR SOCIAL HOUSING - VALUATION APPROACH 12

13 VALUATION APPROACH - MARKET VALUE SUBJECT TO TENANCIES 14

14 SHARED OWNERSHIP – VALUATION APPROACH 16

15 VALUATIONS 17

16 LOTTING AND VALUE DISAGGREGATION 18

17 SUITABILITY AS LOAN SECURITY 18

18 GENERAL ASSUMPTIONS AND STANDARD CONDITIONS 19

19 VERIFICATION 19

Appendices Appendix 1 Executive Summary of Valuation – Schedules MV-STT, EUV-SH & Nil Value

Appendix 2 Market Commentary

Appendix 3 Photographs

Appendix 4 Red Book Confirmations of Instructions, General Assumptions & Responsibility and

Confidentiality Clause

David E Smith E: [email protected]

DL: +44 (0) 121 634 8435 M;+44(0) 7967 555733

Innovation Court

121, Edmund Street Birmingham B3 2HJ

savills.com

Offices and associates throughout the Americas, Europe, Asia Pacific, Africa and the Middle East.

Savills Advisory Services Limited. Chartered Surveyors. A subsidiary of Savills plc. Registered in England No. 6215875. Registered office: 33 Margaret Street, London W1G 0JD

Dear Sirs VALUATION OF HOUSING STOCK FOR LOAN SECURITY PURPOSES RELATING TO THE ISSUE OF £200,000,000, 4.816 PER CENT. SECURED BONDS DUE 2044 (THE “BONDS”) BY bpha FINANCE PLC (THE “ISSUER”) REPORTING COMPANY: SAVILLS ADVISORY SERVICES LIMITED

31 March 2014 TO: Prudential Trustee Company Limited in its capacity as Security Trustee acting as trustee for and on behalf of itself and the Beneficiaries (as defined in the security trust deed dated on 19 March 2009 and made between, inter alios, Prudential Trustee Company Limited as security trustee and Bedfordshire Pilgrims Housing Association Limited as the Borrower (as the same may be amended, novated, supplemented, varied or restated from time to time) the “Security Trust Deed”) (the “Security Trustee”) and: Prudential Trustee Company Limited

Laurence Pountney Hill London EC4R 0HH (the “Bond Trustee”)

and: Canaccord Genuity Limited 88 Wood Street London EC2V 7QR (as “Arranger”)

and: Banco Santander, S.A. Ciudad Grupo Santander 28660 Boadilla del Monte Madrid (as a “Joint Bookrunner”)

and: Barclays Bank PLC 5 The North Colonnade Canary Wharf London E14 4BB (as a “Joint Bookrunner”)

and: bpha Finance plc Bedford Heights Manton Lane Bedford MK41 7BJ

and: bpha Limited Bedford Heights Manton Lane Bedford MK41 7BJ

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bpha Limited - Valuation of 1,630 Properties

1. INSTRUCTIONS & TERMS OF REFERENCE 1.1 Instructions

This Report is required in connection with the proposed issue by the Issuer of the Bonds.

Further to instructions received from the bpha Limited (formerly “Bedfordshire Pilgrims Housing Association Limited”) (the “Borrower”) and Savills Terms Of Business Letter dated 6 February 2013 which confirmed our instructions we now have pleasure in reporting the following valuations and advice.

The schedule of Properties with apportioned values is attached at Appendix 1 and relates to 1630 units in total. In completing this exercise, we have:

a) agreed a full set of property schedule data with the Borrower;

b) discussed details as to our approach and methodology; and

c) completed our own inspections, research and analysis.

The above has enabled us to arrive at the valuation assumptions that have enabled us to carry out our valuations and final reported figures herein.

For the avoidance of doubt, we confirm that it would not be appropriate or possible to compare this valuation with any values appearing in the Borrower’s annual accounts. The reasons for this are set out below: (i) This Report has been prepared in accordance with the RICS Red Book (as defined herein).

The valuations are prepared on this basis so that we can determine the value recoverable if the charges over the properties which are the subject of this Report (the “Properties”) were enforced as at the date of this Report. The values for residential properties reported in the Borrower’s accounts are prepared for that purpose on the basis of Existing Use Value – Social Housing by reference to the entire stock of the organisation’s dwellings valued as a single lot, in contrast with the valuation in respect of this Report which only represents the value to a funder in possession of a portion of the stock. As such different assumptions would be applied. Disaggregated shares for individual dwellings derived from differently sized portfolios, and valued for different purposes, may vary, resulting in any comparisons being inaccurate;

(ii) For the purposes of this Report, the Properties have been valued on an EUV-SH (as defined

below) basis and, where appropriate (as described in this Report), have also been valued on an MV-STT (as defined below) basis. In contrast, the properties valued for the purposes of the Borrower’s statutory accounts are valued on the basis of EUV-SH only;

(iii) For the purposes of valuing the Properties in relation to this Report and valuing the

Borrower’s entire portfolio of properties for the purposes of the Borrower’s statutory accounts, the relevant properties are valued as a portfolio and are not valued on an individual basis. No valuation figures are provided in respect of individual properties for the purposes of the Borrower’s statutory accounts, making it impossible to compare individual property valuations. The valuation figure in the Borrower’s statutory accounts sets out the value of the entire portfolio of properties held by the Borrower and, other than a breakdown of such properties into sub-totals for letting properties and shared ownership properties, there is no other breakdown of property values and no breakdown of property values on an individual basis. This Report does provide an aggregate valuation in respect of the portfolio of

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Properties, however a breakdown is also provided in relation to individual Properties. This breakdown is on the basis of an apportionment of the total value of the portfolio of Properties, as more fully described in Section 16 of this Report. Such breakdown is subject to our judgement and we will make certain assumptions in relation to the apportionment for individual Properties. These assumptions and considerations include the types of properties, legal restrictions, letting types and location; and

(iv) For the purposes of this Report, Properties will only be assigned a value if they are residential

properties. Accordingly, certain Properties contained in the Report which are not residential properties, such as commercial units, are assigned a nil value because they do not meet this criteria. However any such units which are valued for the purposes of the statutory accounts of the Borrower are not subject to this residential property criteria and would not be valued at nil value.

This Report has been prepared in accordance with the RICS Red Book (as defined herein). We emphasise that, under the definitions of the bases of valuation we have been instructed to adopt, we are not valuing the Borrower’s stewardship of the Properties – rather we are assessing what a hypothetical purchaser in the market would pay for the stock, based on the market’s judgement of the capabilities of the portfolio of Properties. The assumptions we have made in our appraisal reflect our opinion of the view the market would adopt on the future performance of the portfolio of Properties. In forming our opinion, we have had regard to other recent valuations we have undertaken of comparable stock. We confirm that, in our opinion, should the Security Trustee become a mortgagee in possession of this portfolio of Properties, then it would be possible to achieve a sale either to another Registered Provider of Social Housing that would be at a price at least equivalent to our valuation on the basis of EUV-SH, or, in principle, to a private purchaser at a price equivalent to our valuation on the basis of MV-STT where provided, both as set out in this Report. Our valuations have been carried out on the basis of the General Assumptions and Standard Conditions set out in Appendix 4.

1.2 Basis of Valuation – MV-STT Unencumbered Stock

In relation to Properties which may be disposed of by a mortgagee in possession on an unfettered basis (meaning subject to tenancies but otherwise vacant possession and not subject to any security interest option or other encumbrance or to any restriction preventing its sale to, or use by, any person for residential use):-

(i) The Market Value of such properties for loan security purposes firstly reflecting the fact or

(where not the case) making an assumption as to the fact that the properties are subject to existing tenancies that grant security of tenure to the occupational tenant. Our valuation will refer to this basis of value as “MV–STT" or “market value, subject to tenancies”; and

(ii) The Existing Use Value – Social Housing (“EUV-SH”) of such properties for loan security

purposes. 1.3 Basis of Valuation – EUV-SH Encumbered Stock

In relation to Properties other rented properties than those specified in paragraph 1.2 above AND the retained equity in shared ownership properties:-

(i) The Existing Use Value for Social Housing (“EUV-SH”) of such properties for loan security

purposes.

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1.4 Definition of Bases of Valuations In accordance with your instructions, we have provided an assessment of the Existing Use Value for Social Housing (“EUV-SH”) and The Market Value Subject to Tenancies (“MV-STT”) of the tenanted properties.

Existing Use Value - Social Housing is defined by the Royal Institution of Chartered Surveyors (“RICS”) at UKVS 1.13 as:-

“The estimated amount for which an asset or liability should exchange on the valuation date

between a willing buyer and a willing seller in an arm's-length transaction after proper marketing and

where the parties had each acted knowledgeably, prudently and without compulsion - subject to the

following special assumptions that the property will continue to be let by a body pursuant to delivery

of a service for the existing use:

i) at the valuation date, any regulatory body, in applying its criteria for approval, would not

unreasonably fetter the vendor's ability to dispose of the property to organisations intending

to manage their housing stock in accordance with that regulatory body's requirements;

ii) properties temporarily vacant pending re-letting would be valued, if there is a letting

demand, on the basis that the prospective purchaser intends to re-let them, rather than with

vacant possession; and

iii) any subsequent sale would be subject to all of the above special assumptions.”

Market Value is defined by the Royal Institution of Chartered Surveyors as:-

“The estimated amount for which an asset or liability should exchange on the date of valuation

between a willing buyer and a willing seller in an arm’s-length transaction after proper marketing and

where the parties had each acted knowledgeably, prudently and without compulsion”.

We confirm that there will be no material difference in the MV-STT and EUV-SH valuations between freehold and long leasehold interests and therefore we do not feel that separate summaries are required, this approach being compliant with the RICS Valuation Standards. All Properties held long leasehold by the Borrower have in excess of 80 years unexpired.

1.5. Date of Valuation

Our opinions of value are as at the date of this report. The importance of the date of valuation must be stressed as property values can change over a relatively short period of time.

1.6. Purpose of Valuation

We understand that our valuation is required for security purposes in connection with the proposed issue by the Issuer of the Bonds. This report is issued for the benefit of the addressees and for the inclusion in the prospectus (the “Prospectus”) for the Bonds to be issued by the Issuer and may only be used in connection with the transaction referred to in this report and for the purposes of the Prospectus. We hereby give consent to the publication of this report within the Prospectus and accept responsibility for the information contained in this report. To the best of our knowledge and belief (having taken all reasonable care to ensure that such is the case) the information given in this report is in accordance with the facts and does not omit anything likely to affect the import of such information.

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1.7. Conflicts of Interest

We are independent valuers and are not aware of any conflict of interest, either with the Properties, the Issuer or the Borrower, preventing us from providing you with an independent valuation of the Properties in accordance with the RICS Red Book. We will value as External Valuers.

1.8. Valuer Details and Inspection

In Accordance with the RICS Red Book, we confirm that the Valuer has the relevant experience to report on this property type. The due diligence enquiries referred to below were undertaken by David Smith MRICS who is experienced in the valuation of this type of property in these locations. The majority of the Properties were inspected externally and a representative sample at each location was inspected internally on 3 December 2013 and 11 February 2014.

1.9. Extent of Due Diligence Enquiries and Information Sources

The extent of the due diligence enquiries we have undertaken and the sources of the information we have relied upon for the purpose of our valuation are stated in the relevant sections of our report below. We have also reviewed (i) the final form certificates of title dated on or about the date of this report and (ii) the certificates of title to be dated on or around 9 April 2014 and any ancillary reliance letters and letters updating such certificates of title for the portfolio issued by Devonshires Solicitors to be dated on or about the date of this report (together, the ‘Certificates of Title’) and can confirm that our valuations fully reflect the disclosures contained therein. In particular, in respect of each unit which we have valued on the basis on MV-STT, we confirm that (based on our review of the Certificates of Title) such units may be disposed of by a mortgagee in possession on an unfettered basis (meaning subject to existing tenancies but otherwise with vacant possession and not subject to any security interest, option or other encumbrance or to any restriction preventing its sale to, or use by, any person for residential use).

1.10 RICS Compliance

This report has been prepared in accordance with Royal Institution of Chartered Surveyors’ (“RICS”) Valuation – Professional Standards (the “RICS Red Book”), effective from 6 January 2014, in particular, where relevant, in accordance with the requirements of Valuation Professional Standards VPS3: Valuation Reports, UKVS1: Valuations for financial statements, UKVS1.13: Valuations for Registered Social Landlords, UKVS3: Valuations for Residential Property, UKVS3.11 Affordable Rent and Market Rent, UK Appendix 1: Accounting concepts and terms used in FRS 15 and SSAP 19 and UK Appendix 13: Valuation of registered social housing providers' stock for secured lending purposes. This report also complies with the International Valuation Standards where applicable. Our report in accordance with those requirements is set out below.

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2. EXECUTIVE SUMMARY OF VALUATION

Based on the schedule of Properties provided by the Borrower and upon assumptions detailed in this report, our opinions of value on the bases indicated as at the date of this report are as follows: Unencumbered Properties Our opinion of value, in aggregate, of the 1,191 unencumbered dwellings as mentioned at 1.2 above, to be charged by the Borrower, on the basis of Market Value – Subject to Tenancies (MV-STT) is £132,140,000 (one hundred and thirty

Two million one hundred and forty thousand pounds ) This valuation reflects a deduction of £998,324 of section 106 liabilities in respect of the following schemes: A- Batch 51- Arbury Park – (title no CB350496)- £156,840 B- Batch 54- Loves Farm – (title no CB351073) - £460,000 C- Batch 81 – London Road, St Ives (title no CB358666)-£114,315 D- Batch 73- Houghton Road, St Ives (title no CB323003)-£197,869 E- Batch 75- Manor Farm, Yaxley (title no CB336699) - £69,300 Restricted and Shared Ownership Properties Our opinion of value, in aggregate, of the 234 rented dwellings and retained equity in 172 shared ownership dwellings as mentioned at 1.3 above, on the basis of Existing Use for Social Housing is £27,900,000 (twenty seven million, nine hundred

thousand pounds) There are 33 properties which have been ascribed a nil value. A breakdown of the categories of property concerned and their respective values is given at Section 15 below. A full stock schedule with apportioned values is included at Appendix 1.

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3. THE PROPERTIES 3.1 Location – Overview

The majority of the Properties are situated in Bedfordshire and Cambridgeshire. The other properties are spread across six other neighbouring counties. These locations all fall within the Borrower’s principal areas of operation. There are 37 batches of properties in total. Table 1 sets out the number of units in each county.

Table 1: Breakdown of the stock by County

County No of Units

Bedfordshire 872 Buckinghamshire 56 Cambridgeshire 310 Hertfordshire 21 Huntingdonshire 204 Northamptonshire 51 Oxfordshire 115 Suffolk 1 Total 1630

Source: bpha

3.2 Description

Around 1030 of the Properties are modern purpose built developments, most of which date from 2006 or later. A small number of purpose built schemes were built in the 1990’s. In addition, there are around 600 acquired street properties, but these tend to have been more recently acquired. The developments are a mix of houses, flats and bungalows. Within the new-build group many developments have multiple forms of tenure including social rent, affordable rent, Rent to HomeBuy (currently let as market rent) and traditional forms of Shared Ownership. Please refer to the schedule at Appendix 1 for a full breakdown of all of the units, types and the number of units within the value groups. Also, see Table 2 below for a general breakdown of the Accommodation. Table 2: Breakdown by Unit Type

Type Beds Total Units

House

1 4 2 402 3 718

4 104 5 12 7 2

Flat 1 193 2 191 3 3

Grand Total

1630

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The new build properties are generally two storey houses and low rise flats.

Sample photographs are provided at Appendix 3

3.3 Construction/ Condition

The majority of the properties are believed to be of traditional cavity brick and block construction. Owing to the modernity of the property some will have been constructed using modern methods of construction, such as timber, concrete or system built methods. We have been provided with a copy of the most recent stock condition survey data, which relates to the whole of the Borrower’s stock and dates from 2010. We have also considered the level of costs currently reported by Savills Building Surveyors for comparable stock. We have applied our own level of costs and this is set out at Table 7 below. The stock is generally in a good condition, commensurate with its modernity.

4. ENVIRONMENTAL CONSIDERATIONS

We have valued the Properties on the assumption that the Properties have not suffered any land contamination in the past, nor are they likely to become so contaminated in the foreseeable future. However, should it subsequently be established that contamination exists at the Property, or on any neighbouring land, then we may wish to review our valuation advice.

We have assumed there to be no adverse ground or soil conditions and that the load bearing qualities of the site are sufficient to support the building constructed thereon.

5. TOWN PLANNING

We have not made specific planning enquiries for each site. We have therefore assumed for the purposes of this report, save as set out in the Certificates of Title, that there are no pending planning applications or other planning issues or planning conditions that would adversely affect the valuation. The existence of all necessary Town Planning and Building Regulation approvals should be confirmed in respect of the Properties. The existence of any remaining NHBC cover or similar building warranty where appropriate, should also be confirmed.

6. TENURE 6.1 Title

Our valuation reflects our opinion of value in aggregate of the freehold or long leasehold interests ( in each case) of the properties owned by the Borrower and identified by the subject of this report and scheduled at Appendix 1 and more particularly described in the Certificates of Title. In respect of each unit which we have valued on the basis on MVSTT we confirm that we have reviewed the Certificates of Title and confirm that the relevant property can be disposed of on an unfettered basis (ie subject only to existing tenancies disclosed in the Certificates of Title but not subject to any security interest, option or other encumbrance or to any restriction preventing or restricting its sale to or use by any person for residential use).

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6.2 Social and Affordable Rented Tenancies

We have seen the Borrower’s standard assured agreements for the subject stock which are in a fairly typical format. Under the assured tenancy agreement rent can be reviewed once a year to an open market level. The tenant has the usual rights of appeal to the Rent Assessment Committee. The Affordable Rent tenancy is essentially the same as the assured tenancy excepting that the rent is set at 80% of Market Rent.

6.3 Rent to Home Buy, Market Rent and Starter Tenancies

These tenure types are essentially Assured Shorthold Tenancies (“AST”), with rent being charged at a market or sub-market level. The AST starter tenancies are expected to roll over into a full Assured Tenancy within 12 months and have been valued as Assured Tenancies. The Rent to Home-Buy is an AST expected to roll over to a Shared Ownership Lease, but is valued at the date of this report as an AST tenanted unit.

6.4 Shared Ownership Leases The Borrower’s shared ownership leases follow a standard template, with a lease of 99 or 125 years at an initial rent based on a % of the share retained by the Borrower. The rent is inflated by RPI plus 0.5%. The Lessee, in most cases, has the right to staircase to 100% ownership.

7 RENT RESTRUCTURING, TARGET RENTS AND “CONVERGENCE” RENTS

As you will be aware, in 2001 the Government issued a policy document, Quality and Choice: A Decent Home for All – The Way Forward for Housing, following up the Housing Green Paper published in April 2000. Amongst other things the document proposed that rent setting in the social housing sector be brought on to a common system based upon relative property values and local earnings. This policy document was accompanied by a Guide to Social Rent Reforms which set out the basis upon which rent restructuring would take place and was followed by more detailed guidance from the Housing Corporation.

The Association have provided us with target rents they have calculated for their properties and from

these we have derived an average across the (social rented) stock of £112.55 per week (52 weeks net including the 5% tolerance).

We show below a comparison of passing rents, CORE rents, Affordable rents and target rents.

Table 3: Summary Comparison of Rents 2013/14 (£ per week net, 52 weeks)

£pw net

Passing Rents * £108.14 NHF CORE Data – net- Cambs, Northants, Beds £86.02 Savills estimated Affordable Rent £136.20 Target Rent * £107.19 Max. Target Rent £112.55

Source: Savills & the Borrower *Ignoring Rents already at Affordable levels

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It is clear from the Guidance that mortgagees in possession and their successors in title are exempted from rent restructuring. Nevertheless it is very unlikely that any purchaser of the properties would base a bid for the properties on a rent regime significantly out of step with the rents charged by other RPs locally unless there were compelling reasons to do so.

For the purposes of our loan security valuation we have to assess the extent to which a prospective purchaser would increase rents when bidding competitively for the stock and so have to carefully consider how a purchaser would assess the market in order to compete successfully for the purchase. However we have assumed that a purchaser would not wish to increase rents any further than to the maximum under the Rent Influencing regime.

The Borrower’s current rent for social rent is virtually at target already. The rents are higher than the

CORE recorded, because they are newer high value units, generally located in the higher value areas of the region. The current rents are significantly below Affordable rent levels. Savills’ overall “Convergence” Rent, are therefore set at maximum target levels.

8 RENTS AND CPI

The Government announced in 2013 that from 2015/16 formula/target rents will be permitted to increase at a maximum of CPI + 1%. The current regime allows RPI + 0.5%. Given that over time CPI has averaged around 0.5% lower than RPI, subject to further analysis and forecasting, it seems likely that the effect of this change will be generally neutral and to have minimal impact on rental growth and our valuations, where current rents have converged with target or are due to do so by 2015/16. The situation in regard to current rents that have not yet converged is that the +/- £2 per week rent adjustment has not been extended beyond 2014/15. In the case of loan security valuations we continue to hold the view that a mortgagee-in-possession and successors in title would not be bound by the rent regulations and would therefore be able to continue to converge rents to target beyond 2014/15 if necessary. As is the case under current policy, individual housing associations would be able to approach the regulator if adherence to the new regulation would cause financial difficulties.

9 “AFFORDABLE” RENT

November 2010 saw the introduction of a new more flexible ‘Affordable Rent’ tenancy. Tenancy terms for existing social tenants will remain unchanged, but RPs can offer a “proportion” of new tenants intermediate rents at up to 80% of the market rent. The ability to charge these higher rents is linked to participation in new development on a “something for something” basis and reaching a Framework contract with the HCA. At present we do not believe the value of Social Rented stock will have increased because the market has yet to mature. We have yet to see any evidence that RPs will pay higher prices for stock subject to Affordable rents. This situation may begin to change over the course of the next twelve months. However at present our valuations reflect the improved cashflow produced by the current Affordable rents, making allowance for increased costs that may arise. The cashflow does not assume turnover to the affordable rent basis going forward. EUV-SH valuations may be affected in future. As part of this valuation exercise we have estimated current open market rental levels across the stock with the intention of placing the current and target rents for the properties into a wider context.

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For the Borrower’s stock valued here the 80% market rent higher than target rents for all property

types. Table 4 below details the estimated average affordable rents across the social rented stock.

Table 4: Estimated Market and “Affordable” Rents – For Current Social Rents

Type Beds

Average Target Rent £pw

Indicative Market Rent £pw

Max Affordable 80% Market Rent £pw

Social rented Houses

1 81.71 137.02 109.62 2 96.94 164.57 131.66 3 109.58 175.99 140.79 4 126.38 222.88 178.30 5 144.81 210.84 168.67 7 135.94 147.12 117.69

Average 107.19 170.25 136.20

Social rented Flats

1 106.25 144.14 115.31 2 102.90 150.11 120.09 3 100.53 182.31 145.85

Average 104.87 146.90 117.52

Overall Average

107.14 170.25 136.20 Source: Savills

10 WELFARE REFORM - ADDITIONAL COMMENTARY ON VOIDS, ARREARS AND BAD DEBTS

April 2013 saw the remaining provisions of the Welfare Reform Act (changes in Housing Benefit entitlement, the under-occupation cap and the overall benefit cap) come into effect. Universal Credit and direct payment has now been introduced in some areas. These changes will have a significant impact on Registered Providers and their tenants. It is the general view across the sector that both void losses and bad debts will increase and that additional management time will need to be devoted to rent collection. It is necessary to reflect the likely impact of the changes in our valuations and we have therefore assumed an increase in arrears, void loss and written off debt in the future. We have assumed an increase in void figures, long-term of 2.0%. In the long term we have assumed an increase to 1.5%in written off debt, with an increase to 2.5% in years 1 and 2. Our assumptions will be kept under review.

11 THE PROPERTY MARKET – GENERAL MARKET SUMMARY 11.1 General Market Summary

Please refer to Appendix 2 for a full, detailed market commentary.

11.2. Local Market Conditions

The market has improved over the past 6 to 9 months, with properties selling more quickly than before. There is a feeling that prices are starting to rise, reflecting property indices. Some areas, such as St Ives and Cambridge, are seeing tangible increased prices resulting from higher levels of demand.

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The majority of the stock is modern purpose built family housing and therefore should be popular with other RP’s if they were to bid for the stock, Investors buying the whole developments and indeed with individual purchasers and market renters.

11.3 Vacant Possession Values

Table 5 below shows the average vacant possession values for the most common properties included within the valuation summarised by type and bedroom number: Table 5: Vacant Possession Values Savills Property Type Bedrooms Average VP Value £ per unit

Flats 1 118,000

2 121,400 Average VP value flats 118,600

Houses

2 158,700 3 168,700 4 230,600

Average VP value Houses

171,200 Source; Savills

11.4 Market Rents

Table 6 below shows the average vacant possession values for the most common properties included within the valuation summarised by type and bedroom number: Table 6: Average Market Rents per week Savills Property Type Bedrooms Average Market Rent £ pu pw

Flats 1 144.30

2 150.29 Average Market Rent value of all flats 147.25

Houses 2 164.99 3 175.02 4 216.52

Average Market Rent Houses

169.45 Source; Savills

12 EXISTING USE VALUE FOR SOCIAL HOUSING - VALUATION APPROACH 12.1 Approach to EUV-SH

EUV-SH assumes the property will be disposed of to another Registered Provider (RP) and not into the open market. These organisations will calculate their bid according to their projected income and outgoings profile which they would estimate the properties would produce under their management. This basis assumes affordable rents will be charged in perpetuity and all vacant units will be re-let. Owing to the complex income and expenditure profile particular to RP’s we consider that the appropriate method of valuation is to use a discounted cash flow (DCF). The DCF allows us to project rental income and expenditure over the term of the cash flow to arrive at an annual surplus or deficit, which is then discounted to a net present value.

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12.2 DCF Variables

The DCF assumptions are defined from economic data and information received from the Borrower.

Table 7 - Overall DCF Variables – Social Rented Only Excl Shared Ownership

EUV-SH DCF Variable Unit Year Variable Amount Source

Current rent 108.14 Current Av £ Per Week bpha

Max Target rent 112.55 Current Av £ Per Week bpha

Voids and bad debts 4.5%, 3.5%

Yr1-3 Yr 4+

% Savills

Turnover 10-15% All Years % Savills

Management costs 525-700 All Years Average per unit/pa Savills

Cyc. & Resp. maint. costs 838 All Years Average per unit/pa Savills

Prog. Maint. costs 913 All Years Average per unit/pa Savills Rental Inflation 3.2 2013/14 % Savills

3.0 2014/15

3.0 2015/16

3.25 2016/17

2.5 2017+ RPI Inflation 3.0 2013/14 % Savills

3.0 2014/15

3.0 2015/16

3.25 2016/17 2.5 2017+

Maintenance cost inflation 0.5 Long Term % Real Savills

Programmed Cost Inflation 1.0 2013/14 % Real Savills

0.0 2014/15 0.0 2015/16 0.75 2016/17

0.0 2017+

Management cost inflation 0.5% Long Term % Real Savills

Discount rate 4.75-5.75 All Years % pa Real Savills

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12.3 Discount Rate

There is no hard and fast rule for determining the most appropriate rate to be adopted in a discounted cashflow. The discount rate is probably the most important variable in the model since it determines the net present value of future predicted income and expenditure flows for the property in question. Our role as valuers is to interpret the way in which potential purchasers of the stock would assess their bids. The market for this stock will be within the RP sector.

Effectively, the discount rate is representative of both the long term cost of borrowing for an acquiring

organisation and the risks implicit in the property portfolio concerned. The current level of long term interest rates, and the overall cost of funds, must be reflected in our valuation. In addition to considering the cost of funds, we also need to make an allowance for the risk which attaches to our cashflow assumptions – some of which may be subject to a higher degree of risk than those generally made in the business plans. The margin for risk needs to be considered on a case-by-case basis, having regard to the nature of the stock.

Currently the yield on 30 year Gilts is around 3.5%. This is in effect the risk free discount rate. Yields on Housing Association long dated, rated and unrated bonds are typically around 4.5% (Source: Santander HA Bond Market update 18 February 2014). The latest public rated issues from Notting Hill HT (4.45%, 2054, Feb 2014) and EMH Treasury (4.58%, 2044, February 2014) have achieved “spreads” above their reference gilts of 0.98% and 1.08% respectively.

New Business Plans are being run at nominal interest rates of around 5.5% and 7.0%. In addition to

this, the level of margin and fees allowed for is around 1%-2%. The supply of long-term (25 or 30 year) funding has diminished and is only available from a handful of lenders. Shorter term funding (5-7 years), and funding with in-built options to re-price margins at a future date, is commonplace, introducing a new level of re-financing risk to business plans. Allowing for all these factors means that the typical all-in cost of funds being reflected in business plans is in the region of 7% to 8%.

Although interest rates generally, and short term rates in particular, are lower than we have seen for

some time, the increase in lenders margins and other charges has resulted in overall long term funding costs being similar to those which have pertained over the past few years. At the current time we do not propose to alter the general range of the discount rates we are adopting. However they will be kept under close review.

Over the past three years our view has been that for good quality, generally non-problematical stock,

a discount rate of 5% to 5.5% real is appropriate (over a long term inflation rate of 2.5%). The margin for risk implicit in this, over and above the cost of funds, is about 1% to 2%. A greater margin for risk will be appropriate in some cases. We would expect to value poorer stock at rates around 5.5% to 6.5% real. On the other hand exceptional stock could be valued at rates below 5% real.

We have adopted a discount rate of 4.75% real for the majority of the stock and 5.75% real per

annum, for the sheltered properties, reflecting their more limited market and typically shorter lifespan. 13 VALUATION APPROACH - MARKET VALUE SUBJECT TO TENANCIES 13.1 Valuation Methodology MV-STT

We assess the MV-STT in two ways; firstly by applying a discount to Market Value with Vacant Possession (“MV-VP”) and secondly by applying a yield to rental income. The valuation of properties and portfolios subject to Assured and Secure tenancies is carried out with direct reference to comparable evidence, gleaned from the sales of similar tenanted portfolios and individual units, sold subject to Protected Tenancies and on Assured Shorthold Tenancies. There is an established body of evidence from portfolios traded on the open market to which we can refer.

a


The purchasers of residential investments are usually private investors or firms who acquire vacant units and let on Assured Shorthold tenancies (“AST”). Investors tend to base their bid on their ability to “trade out” individual units at Market Value assuming vacant possession over time. In locations where there is a limited market or where a property is difficult to trade, owing to style or market conditions, investors will base their bid on rental return compared to capital cost. The discount to MV-VP ranges from 10% for prime property to 50% where market conditions are difficult. Typical rates are around a 20% to 30% discount to MV-VP for properties subject to AST tenancies. The yield applied to net income varies from 4% or less for prime property, to 10% or more for poorer locations. This equates to a yield on gross income (after deductions for management, maintenance & voids) of between 5% and 12% and possibly higher for sheltered accommodation. The discount and yield applied to Assured and Secure Tenancies is adjusted to reflect the additional security of tenure such tenants benefit from. With reference to paragraph 5 above on Tenure it is essential that the lender confirms that the development is capable of being let at an open market rent, or disposed of free of restrictions, should the lender take possession. If there are restrictions on title limiting disposal only to other RP’s or binding contractual nominations then the relevant value is EUV-SH. It must be noted that the MV-STT valuation is only attainable by a Mortgagee in Possession, selling the properties tenanted, outside of the RP sector. The basis is dependant upon the subsequent purchaser being able to sell vacant units and charge a market rent to existing tenants. Current rental income has been advised by the Borrower but we make no warranty that the current rental income supports lending on an MV-STT basis on either on individual valuation groups or against the whole portfolio.

13.2 Principal Assumptions – MV-STT

In establishing the MV-STT we assume that the rent would revert to a market rent within a short space of time. The other assumptions are set out below.

Table 8: Investment Variables

Variable Unit of Cost Year Variable Amount Source

Voids % of Rent Debit p.a. All years 7.5 Savills Management % of Rent p.a. All years 10 Savills Maintenance % of Rent p.a. All Years 12.5 Savills Yield Applied to Net Rent % All Years 5.5-7.0 Savills

Source; Savills

a


14 SHARED OWNERSHIP – VALUATION APPROACH 14.1 General There are 172 shared ownership properties in the portfolio (the “Shared Ownership Properties”).

We understand that the Borrower retains a 58.61% average share. In addition, there are 29 shared ownership properties which have staircased to the maximum level (75 or 100%) and pay no rent. These 29 properties have nil value.

14.2 Valuation Approach The Shared Ownership Properties are valued in isolation owing to the more complex nature of their

cashflow. Shared ownership property produces a rental income dependant on the percentage owned by the

leaseholder and the percentage retained by the RP. This rental income is unusually low risk. As shared ownership tenants have a stake in the property, arrears and default are comparatively rare and landlords can retrieve management costs. Maintenance does not erode rental income as the tenant is responsible. Shared ownership property produces good quality rental income on the share retained and unusually from the point of view of leasehold property, at the occurrence of default the leaseholder can look forward to a capital receipt rather than a negative effect.

Capital receipts happen on the occurrence of default or when the purchaser decides to acquire the

remaining equity, this usually happens when they decide to sell and move on. We use a discounted cashflow model designed for the valuation of shared ownership property which

projects future rent and outgoings to arrive at a net present value. We have assumed that service charges equal the management expenditure. We have applied a discount rate of 4.75% real reflecting the secure nature of shared ownership income and have not taken into account any staircasing in the valuation.

14.3 Shared Ownership Valuations Principal DCF Assumptions

Discount rate for rental income 4.75% Discount rate for capital receipts 6.75% We have assumed 0% of the units staircase Average Rent £57.86 pa per unit with an average retained share of 58.6% Rental increases are limited to RPI +0.5% pa

a


15 VALUATIONS 15.1 A. Properties that may be disposed of by a mortgagee in possession at MV-STT, that is

on an unfettered basis (meaning subject to existing tenancies but otherwise with vacant possession and not subject to any security interest, option or other encumbrance or to any restriction preventing its sale to, or use by, any person for residential use) as referred to in paragraph 1.2 above. Table 9: Valuation of Property that may be disposed at MV-STT

Category of Property Number of Dwellings

Market Value – Subject to Tenancies

(MV-STT) £

Existing Use Value – Social Housing

(EUV-SH) £

Affordable /Market Rent / AST 241 £26,535,000 £13,000,000

General Social Rented Properties RTHB 950 £105,605,000 £75,320,000

Total 1,191 £132,140,000 £88,320,000

This valuation reflects a deduction of £998,324 of section 106 liabilities in respect of the following schemes: A- Batch 51- Arbury Park – (title no CB350496)- £156,840 B- Batch 54- Loves Farm – (title no CB351073) - £460,000 C- Batch 81 – London Road, St Ives (title no CB358666)-£114,315 D- Batch 73- Houghton Road, St Ives (title no CB323003)-£197,869 E- Batch 75- Manor Farm, Yaxley (title no CB336699) - £69,300

15.2 B. Properties that owing to Restrictions or letting type may only be sold at EUV-SH -

defined as other properties including the retained equity in shared ownership dwellings as referred to in paragraph 1.3 above. Table 10: Valuation of Property that may be only by disposed at EUV-SH

Category of Property Number of Dwellings

Existing Use Value – Social Housing

(EUV-SH)

Affordable /Market Rent / AST RTHB 38 £3,500,000

General Social Rented Properties 196 £13,700,000

Shared Ownership 172 £10,700,000

Total 406 £27,900,000

a


A full stock schedule with apportioned values is included at Appendix 1. 15.3 Market Value with Vacant Possession (MV-VP) For Information Purposes Only

The MV-VP figure should not be relied upon for lending as this figure does not represent what a Lender / Investor could sell the portfolio for and is provided as instructed purely for indicative purposes only. The aggregate MV-VP of the 1425 rented units is £227,825,000. The valuation is apportioned by unit and is broken down into individual property valuations at Appendix 1.

15.4 Property in Charge at Nil Value

We are informed that 33 properties (including 29 shared ownership) as scheduled at Appendix 1 are to be included within the charge alongside the above-mentioned properties. We have not ascribed any value to these properties in accordance with our instructions.

16 LOTTING AND VALUE DISAGGREGATION

We have valued the properties as a single portfolio. As a result we have not assessed individual valuations for each property. We have, however, provided a disaggregation of the overall valuation figures by reference to target rent or market rent as appropriate, and these figures are shown on the property schedule at Appendix 1.

17 SUITABILITY AS LOAN SECURITY 17.1 Funder’s Responsibility

It is usual for a valuer to be asked to express an opinion as to the suitability of a property as security for a loan, debenture, bond or mortgage. However, it is a matter for the funder to assess the risks involved and make its own assessment in fixing the terms of the loan, such as the percentage of value to be advanced, the provision for repayment of the capital, and the interest rate. In this report we refer to all matters that are within our knowledge and which may assist you in your assessment of the risk. In assessing the nature of the risk we would draw your attention to the following matters:

Valuation is a question of opinion and different valuers can legitimately arrive at a different opinion of value. Historically it has generally been considered that valuers should arrive at a tolerance of accuracy of up to 15%. Academic research has questioned this statistic and suggested that a wider bracket is appropriate.

The definition of Value requires a valuer to arrive at a value at the top of a range. There is no

discount or margin to reflect the purpose of the valuation for loan security purposes. We have made subjective adjustments during our valuation approach in arriving at our opinion and

whilst we consider these to be both logical and appropriate they are not necessarily the same adjustments which would be made by a purchaser acquiring the properties.

a


Where we have expressed any reservations about the property we have reflected these in the valuation figure reported. However it may be that the purchasers in the market at the time the property is marketed might take a different view.

17.2 Suitability as Security

We have considered each of the principal risks associated with these Properties within the context of the wider property market and these risks are reflected in our valuation calculations and reported figures as appropriate.

We are of the opinion that the Properties do form adequate security for the Bonds. We would stress however that it is up to the addressees to assess the level of borrowing which the Properties support and to assess the risk not directly associated with the Property themselves

18 GENERAL ASSUMPTIONS AND STANDARD CONDITIONS

Please refer to Appendix 4 which contains the General Assumptions and Standard Conditions on which our valuation is based except that where information is contained to the contrary in the Certificates of Title, we confirm that our valuations fully reflect the disclosures therein

19 VERIFICATION

This report contains several other stated assumptions, some of a general and some of a more specific nature. Our valuations are based in part upon information supplied to us by others, notably the Borrower, in relation to the ownership and details of occupation of the subject Properties and also the accommodation, configuration, age and passing rent in each case. We have specifically assumed this information to be complete and correct. It is possible that some material information may not have been provided to us and our valuation will not, therefore, reflect any effect such information might have on our calculations of value

We hope the above is acceptable for your purposes however should you have any queries, please do not hesitate to contact us. Yours faithfully

David E Smith MRICS Andrew G Smith MRICS RICS Registered Valuer RICS Registered Valuer Associate Director Director For and on behalf of Savills Advisory For and on behalf of Savills Advisory Services Ltd Services Ltd

a


Appendix 1 Property Schedule with Apportioned Values

Scheme Board or S172 date

Property ref Address1 Address2 Address3 County Postcode Tenure Hse, flat Beds Weekly Rent * Wkly rent Ass Sec bpha % Funding basis -EUV-SH/ MV EUV-SH for funding EUV-SH for infoMV-stt

Trumpington Meadows C2 25-Mar-13 5990000018 018 CONSORT AVENUE TRUMPINGTON CAMBRIDGE CAMBS CB2 9AF Genl needs House 3 135.50 135.50 NAT - MV-STT £101,897 £230,977









Trumpington Meadows C2 25-Mar-13 5991150006 006 OLD MILLS ROAD TRUMPINGTON CAMBRIDGE CAMBS CB2 9AJ Genl needs House 3 141.68 141.68 NAT - MV-STT £106,545 £230,977








Trumpington Meadows C2 25-Mar-13 5990000506 006 RIALTO CLOSE TRUMPINGTON CAMBRIDGE CAMBS CB2 9AH Genl needs House 3 140.77 140.77 NAT - MV-STT £105,860 £230,977

Trumpington Meadows C2 25-Mar-13 5990000508 008 RIALTO CLOSE TRUMPINGTON CAMBRIDGE CAMBS CB2 9AH Genl needs House 3 140.77 140.77 NAT - MV-STT £105,860 £230,977

Trumpington Meadows C2 25-Mar-13 5990000028 028 CONSORT AVENUE TRUMPINGTON CAMBRIDGE CAMBS CB2 9AF Sh/own House 2 433.35 100.00 SO 60 MV-STT £119,232 £119,232 £119,232

Trumpington Meadows C2 25-Mar-13 5990000030 030 CONSORT AVENUE TRUMPINGTON CAMBRIDGE CAMBS CB2 9AF Sh/own House 2 433.35 100.00 SO 62 MV-STT £123,206 £123,206 £123,206

Trumpington Meadows C2 25-Mar-13 5991150002 002 OLD MILLS ROAD TRUMPINGTON CAMBRIDGE CAMBS CB2 9AJ Sh/own House 3 100.00 100.00 SO 60 MV-STT £137,862 £137,862 £137,862

Trumpington Meadows C2 25-Mar-13 5991150004 004 OLD MILLS ROAD TRUMPINGTON CAMBRIDGE CAMBS CB2 9AJ Sh/own House 3 100.00 100.00 SO 60 MV-STT £137,862 £137,862 £137,862

Trumpington Meadows C3a 13-May-13 9000100001 40 CONSORT AVENUE TRUMPINGTON MEADOWS CAMBRIDGE CAMBS CB2 9AF Genl needs House 2 127.01 127.01 NAT - MV-STT £95,513 £199,455






Trumpington Meadows C3a 13-May-13 9000100007 52 CONSORT AVENUE TRUMPINGTON MEADOWS CAMBRIDGE CAMBS CB2 9AF Genl needs House 2 124.86 124.86 NAT - MV-STT £93,896 £199,455Trumpington Meadows C3a 13-May-13 9000100007 52 CONSORT AVENUE N MEADOWS CAMBRIDGE CAMBS CB2 9AF Genl needs House 2 124.86 124.86 NAT - MV-STT £93,896 £199,455





Trumpington Meadows C3a 13-May-13 9000100012 7 BANNER ROAD TRUMPINGTON MEADOWS CAMBRIDGE CAMBS CB2 9AG Genl needs House 3 139.71 139.71 NAT - MV-STT £105,063 £230,977








Trumpington Meadows C3a 13-May-13 9000100020 2 PIPER ROAD TRUMPINGTON MEADOWS CAMBRIDGE CAMBS CB2 9BQ Genl needs House 2 130.80 130.80 NAT - MV-STT £95,513 £199,455

Trumpington Meadows C3a 13-May-13 9000100021 4 PIPER ROAD TRUMPINGTON MEADOWS CAMBRIDGE CAMBS CB2 9BQ Genl needs House 2 130.80 130.80 NAT - MV-STT £95,513 £199,455




Trumpington Meadows C3a 13-May-13 9000100025 68 CONSORT AVENUE TRUMPINGTON MEADOWS CAMBRIDGE CAMBS CB2 9AF Sh/own House 2 433.35 100.00 SO 60 MV-STT £119,232 £119,232 £119,232




Hempsted P'boro NT1a 23-May-11 4777663002 002 SAXONBURY WAY PETERBOROUGH CAMBS CAMBS PE2 9FB Genl needs House 4 114.11 114.11 NAT - MV-STT £87,744 £117,398

















bpha Bond Appendix Stock Schedule1







Hempsted P'boro NT1a 23-May-11 4777663044 044 SAXONBURY WAY PETERBOROUGH CAMBS CAMBS PE2 9FB Sh/own House 3 304.01 70.16 SO 70 MV-STT £65,205 £65,205 £65,205




Hempsted P'boro NT1a 23-May-11 4777663046 046 SAXONBURY WAY PETERBOROUGH CAMBS CAMBS PE2 9FB #REF! House 3 655.41 151.25 AST 100 MV-STT £79,811 £107,032


















Brickhill 23-May-11 0123444150 150 ASHMEAD ROAD BEDFORD BEDS BEDS MK41 7FD Genl needs House 4 120.74 120.74 NAT - MV-STT £95,904 £140,227















Brickhill 23-May-11 3564444045 045 CRISPIN DRIVE WOODLANDS PARK BEDFORD BEDS MK41 7EP #REF! House 3 630.00 145.38 AST 100 MV-STT £76,717 £134,250

Brickhill 23-May-11 3564444047 047 CRISPIN DRIVE WOODLANDS PARK BEDFORD BEDS MK41 7FP #REF! House 3 617.76 142.56 AST 100 MV-STT £75,226 £134,250






Brickhill 23-May-11 3564444057 057 CRISPIN DRIVE WOODLANDS PARK BEDFORD BEDS MK41 7FP Sh/own House 3 313.24 72.29 SO 70 MV-STT £82,593 £82,593 £82,593

Brickhill 23-May-11 3564444061 061 CRISPIN DRIVE WOODLANDS PARK BEDFORD BEDS MK41 7FP Sh/own House 3 263.22 60.74 SO 50 MV-STT £58,995 £58,995 £58,995

Brickhill 23-May-11 1623330004 004 POMEROY CLOSE BEDFORD BEDS BEDS MK41 7FW Genl needs House 4 137.40 137.40 NAT - MV-STT £105,635 £140,227

Brickhill 23-May-11 3564444076 076 CRISPIN DRIVE BEDFORD BEDS BEDS MK41 7FS Genl needs House 3 123.56 123.56 NAT - MV-STT £94,497 £124,750








Brickhill 23-May-11 3564444082 082 CRISPIN DRIVE BEDFORD BEDS BEDS MK41 7FS #REF! House 2 557.42 128.64 AST 100 MV-STT £67,879 £117,239



Brickhill 23-May-11 1623330002 002 POMEROY CLOSE BEDFORD BEDS BEDS MK41 7FW #REF! House 4 772.42 178.25 AST 100 MV-STT £94,060 £151,227

Brickhill 23-May-11 3564444084 084 CRISPIN DRIVE BEDFORD BEDS BEDS MK41 7FS Sh/own House 2 285.59 65.91 SO 70 MV-STT £71,726 £71,726 £71,726

Brickhill 23-May-11 3564444100 100 CRISPIN DRIVE BEDFORD BEDS BEDS MK41 7FS Sh/own House 3 331.66 76.54 SO 70 MV-STT £82,593 £82,593 £82,593

Brickhill 23-May-11 0123444134 134 ASHMEAD ROAD BEDFORD BEDS BEDS MK41 7FD Genl needs Flat 2 93.75 93.75 NAT - MV-STT £70,516 £88,068



Brickhill 23-May-11 0123444140 140 ASHMEAD ROAD BEDFORD BEDS BEDS MK41 7FD Genl needs Flat 2 92.72 92.72 NAT - MV-STT £69,734 £88,068

Brickhill 23-May-11 1203884018 018 LAXTON WAY BEDFORD BEDS BEDS MK41 7FH Genl needs House 5 145.71 145.71 NAT - MV-STT £116,388 £147,295






Brickhill 23-May-11 1308230002 002 MARGIL ROAD BEDFORD BEDS BEDS MK41 7FQ Genl needs Flat 2 92.72 92.72 NAT - MV-STT £69,734 £88,068






Brickhill 23-May-11 2001100101 001 STURMER ROAD BEDFORD BEDS BEDS MK41 7FJ Genl needs House 5 138.52 138.52 NAT - MV-STT £110,553 £147,295

Brickhill 23-May-11 2001100105 005 STURMER ROAD BEDFORD BEDS BEDS MK41 7FJ Genl needs House 3 111.93 111.93 NAT - MV-STT £84,187 £124,750

Brickhill 23-May-11 0800827005 005 HANWELL PLACE BEDFORD BEDS BEDS MK41 7FR #REF! Flat 1 416.85 96.20 AST 100 MV-STT £50,761 £81,341

Brickhill 23-May-11 0800827007 007 HANWELL PLACE BEDFORD BEDS BEDS MK41 7FR #REF! Flat 1 436.85 100.81 AST 100 MV-STT £53,196 £81,341

Brickhill 23-May-11 1308230012 012 MARGIL ROAD BEDFORD BEDS BEDS MK41 7FQ #REF! Flat 1 452.69 104.47 AST 100 MV-STT £55,125 £81,341

Brickhill 23-May-11 2001100003 003 STURMER ROAD BEDFORD BEDS BEDS MK41 7FJ #REF! Flat 1 453.99 104.77 AST 100 MV-STT £55,284 £81,341

Brickhill 23-May-11 2001100007 007 STURMER ROAD BEDFORD BEDS BEDS MK41 7FJ #REF! Flat 2 493.99 114.00 AST 100 MV-STT £60,155 £94,568

Brickhill 23-May-11 3564444033 033 CRISPIN DRIVE BEDFORD BEDS BEDS MK41 7FP #REF! Flat 2 532.69 122.93 AST 100 MV-STT £64,867 £94,568

Brickhill 23-May-11 0800827003 003 HANWELL PLACE BEDFORD BEDS BEDS MK41 7FR Sh/own Flat 2 229.45 52.95 SO 70 MV-STT £56,511 £56,511 £56,511


Brickhill 23-May-11 0800827006 006 HANWELL PLACE BEDFORD BEDS BEDS MK41 7FR Sh/own Flat 2 202.44 46.72 S/O-nil value 0 nil value £0 £0



Brickhill 23-May-11 1203884016 016 LAXTON WAY BEDFORD BEDS BEDS MK41 7FH Sh/own House 5 408.76 94.33 SO 70 MV-STT £99,981 £99,981 £99,981





Brickhill 23-May-11 2001100009 009 STURMER ROAD BEDFORD BEDS BEDS MK41 7FJ Sh/own Flat 2 236.17 54.50 SO 70 MV-STT £56,511 £56,511 £56,511

Brickhill 23-May-11 3564444031 031 CRISPIN DRIVE BEDFORD BEDS BEDS MK41 7FP Sh/own Flat 2 236.17 54.50 SO 70 MV-STT £56,511 £56,511 £56,511

Wixams H2a 23-May-11 1302431004 004 LADYBIRD WAY WIXAMS BEDFORD BEDS MK42 6BB Genl needs House 3 107.84 107.84 NAT - MV-STT £82,819 £91,636



Wixams H2a 23-May-11 1302431002 002 LADYBIRD WAY WIXAMS BEDFORD BEDS MK42 6BB #REF! House 2 571.07 131.79 AST 100 MV-STT £69,541 £111,580




Wixams H2a 23-May-11 1854452022 022 GREEN LANE WIXAMS BEDFORD BEDS MK42 6AN #REF! House 3 651.07 150.25 AST 100 MV-STT £79,283 £128,591



Wixams H2a 23-May-11 1302411157 157 BEDFORD ROAD WIXAMS BEDFORD BEDS MK42 6AT #REF! House 3 620.60 143.22 AST 100 MV-STT £75,572 £128,591

Wixams H2a 23-May-11 130241157A 157A BEDFORD ROAD WIXAMS BEDFORD BEDS MK42 6AT #REF! House 2 576.60 133.06 AST 100 MV-STT £70,214 £111,580

Wixams H2a 23-May-11 130241157B 157B BEDFORD ROAD WIXAMS BEDFORD BEDS MK42 6AT Sh/own House 3 329.89 76.13 SO 70 MV-STT £78,246 £78,246 £78,246

Wixams H2a 23-May-11 1302431014 014 LADYBIRD WAY WIXAMS BEDFORD BEDS MK42 6BB Sh/own House 2 272.00 62.77 SO 70 MV-STT £67,379 £67,379 £67,379

Wixams J2a (inc J2b-1 & J2b-2) 23-May-11 1302426002 002 GOLDFINCH GARDENS WIXAMS BEDFORD BEDS MK42 6DH Sh/own House 3 300.82 69.42 SO 60 MV-STT £67,068 £67,068 £67,068



Wixams J2a (inc J2b-1 & J2b-2) 23-May-11 1302426001 001 GOLDFINCH GARDENS WIXAMS BEDFORD BEDS MK42 6DH Genl needs House 2 121.84 121.84 NAT - MV-STT £73,238 £80,182











Wixmams V1 Ph4 G1 23-May-11 185445203A 003A GREEN LANE WIXAMS BEDFORD BEDS MK42 6AD Sh/own House 3 284.51 65.66 SO 50 MV-STT £55,890 £55,890 £55,890

Wixmams V1 Ph4 G1 23-May-11 1854452003 003 GREEN LANE WIXAMS BEDFORD BEDS MK42 6AD #REF! House 3 658.45 151.95 AST 100 MV-STT £80,181 £128,591













Wixams V1 Ph4 G3 (inc G2-1 & G2-2)23-May-11 1854452001 001 GREEN LANE WIXAMS BEDFORD BEDS MK42 6AD Genl needs Flat 2 91.95 91.95 NAT - MV-STT £69,147 £74,455

Wixams V1 Ph4 G3 (inc G2-1 & G2-2)23-May-11 1854457155 155 BROOKLANDS AVENUE WIXAMS BEDFORD BEDS MK42 6AE Genl needs House 4 156.92 156.92 NAT - MV-STT £94,731 £114,545




Wixams V1 Ph4 G3 (inc G2-1 & G2-2)23-May-11 1854457163 163 BROOKLANDS AVENUE WIXAMS BEDFORD BEDS MK42 6DJ Genl needs House 4 162.21 162.21 NAT - MV-STT £94,731 £114,545

Wixams V1 Ph4 G3 (inc G2-1 & G2-2)23-May-11 1854401165 FLAT 1 165 BROOKLANDS AVE WIXAMS BEDFORD BEDS MK42 6DJ Genl needs Flat 2 99.97 99.97 NAT - MV-STT £75,178 £99,273











Arbury Orchard Park 23-May-11 2992388021 021 CHIEFTAIN WAY CAMBRIDGE CAMBS CB4 2EF Sh/own House 4 367.01 84.69 SO 60 MV-STT £104,328 £104,328 £104,328










Arbury Orchard Park 23-May-11 2994940024 024 STANLEY AVENUE CAMBRIDGE CAMBS CB4 2GU Sh/own House 3 386.06 89.09 SO 70 MV-STT £99,981 £99,981 £99,981





Arbury Orchard Park 23-May-11 2994940034 034 STANLEY AVENUE CAMBRIDGE CAMBS CB4 2EX Sh/own House 3 181.94 41.99 SO 35 MV-STT £49,991 £49,991 £49,991

Arbury Orchard Park 23-May-11 2994940035 035 STANLEY AVENUE CAMBRIDGE CAMBS CB4 2EX Sh/own House 4 312.10 72.02 SO 50 MV-STT £86,940 £86,940 £86,940

Arbury Orchard Park 23-May-11 3002697001 001 VALES PLACE CAMBRIDGE CAMBS CB4 2EL Sh/own House 3 263.22 60.74 SO 50 MV-STT £71,415 £71,415 £71,415




Arbury Orchard Park 23-May-11 3002697005 005 VALES PLACE CAMBRIDGE CAMBS CB4 2EL Sh/own Flat 2 263.22 60.74 SO 60 MV-STT £70,794 £70,794 £70,794

Loves Farm B5 23-May-11 5503214139 139 CAMBRIDGE ROAD LOVES FARM ST NEOTS HUNTINGDONSHIRE PE19 6AH #REF! Flat 2 443.22 102.28 AST 100 MV-STT £53,972 £90,375








Loves Farm B5 23-May-11 5503237001 001 GORHAM WAY LOVES FARM ST NEOTS HUNTINGDONSHIRE PE19 6DB #REF! House 2 560.00 129.23 AST 100 MV-STT £68,193 £107,898









Loves Farm B5 23-May-11 5503258002 002 LUCAS CRESCENT LOVES FARM ST NEOTS HUNTINGDONSHIRE PE19 6DD #REF! House 3 627.91 144.90 AST 100 MV-STT £76,462 £141,818




Loves Farm B5 23-May-11 5504984001 001 LOVES WAY LOVES FARM ST NEOTS HUNTINGDONSHIRE PE19 6DA #REF! Flat 2 486.20 112.20 AST 100 MV-STT £59,206 £90,375

Loves Farm B5 23-May-11 5504984003 003 LOVES WAY LOVES FARM ST NEOTS HUNTINGDONSHIRE PE19 6DA #REF! House 3 682.91 157.59 AST 100 MV-STT £83,160 £141,818



Loves Farm B5 23-May-11 5503214125 125 CAMBRIDGE ROAD LOVES FARM ST NEOTS HUNTINGDONSHIRE PE19 6AH Genl needs House 4 116.44 116.44 NAT - MV-STT £89,685 £138,602




Loves Farm B5 23-May-11 5503214133 133 CAMBRIDGE ROAD LOVES FARM ST NEOTS HUNTINGDONSHIRE PE19 6AH Genl needs Flat 2 108.01 108.01 NAT - MV-STT £65,838 £88,920



Loves Farm B5 23-May-11 5503237003 003 GORHAM WAY LOVES FARM ST NEOTS HUNTINGDONSHIRE PE19 6DB Genl needs House 3 105.66 105.66 NAT - MV-STT £81,067 £131,818

Loves Farm B5 23-May-11 5503237005 005 GORHAM WAY LOVES FARM ST NEOTS HUNTINGDONSHIRE PE19 6DB Genl needs Flat 2 86.57 86.57 NAT - MV-STT £65,838 £88,920

Loves Farm B5 23-May-11 5503237007 007 GORHAM WAY LOVES FARM ST NEOTS HUNTINGDONSHIRE PE19 6DB Genl needs Flat 2 86.57 86.57 NAT - MV-STT £65,838 £88,920

Loves Farm B5 23-May-11 5503258001 001 LUCAS CRESCENT LOVES FARM ST NEOTS HUNTINGDONSHIRE PE19 6DD Genl needs House 3 105.66 105.66 NAT - MV-STT £81,067 £131,818

Loves Farm B5 23-May-11 5503258003 003 LUCAS CRESCENT LOVES FARM ST NEOTS HUNTINGDONSHIRE PE19 6DD Genl needs House 2 93.65 93.65 NAT - MV-STT £71,493 £101,148

Loves Farm B5 23-May-11 5504984009 009 LOVES WAY LOVES FARM ST NEOTS HUNTINGDONSHIRE PE19 6AH Genl needs House 2 93.65 93.65 NAT - MV-STT £71,493 £101,148



Loves Farm B5 23-May-11 5503237006 006 GORHAM WAY LOVES FARM ST NEOTS HUNTINGDONSHIRE PE19 6DB Sh/own House 2 263.22 60.74 SO 70 MV-STT £58,685 £58,685 £58,685







Loves Farm B5 23-May-11 5503258006 006 LUCAS CRESCENT LOVES FARM ST NEOTS HUNTINGDONSHIRE PE19 6DD Sh/own House 3 342.18 78.96 SO 70 MV-STT £86,940 £86,940 £86,940

Loves Farm B5 23-May-11 5504984005 005 LOVES WAY LOVES FARM ST NEOTS HUNTINGDONSHIRE PE19 6DA Sh/own House 2 231.63 53.45 SO 60 MV-STT £50,301 £50,301 £50,301



Loves Farm C3 23-May-11 5503198001 001 ALVEY ROAD LOVES FARM ST NEOTS HUNTINGDONSHIRE PE19 6GR #REF! House 2 565.19 130.43 AST 100 MV-STT £68,825 £107,898




Loves Farm C3 23-May-11 5503229001 001 EMBRY DRIVE LOVES FARM ST NEOTS HUNTINGDONSHIRE PE19 6GQ #REF! Flat 2 462.52 106.74 AST 100 MV-STT £56,322 £90,375

Loves Farm C3 23-May-11 5503229005 005 EMBRY DRIVE LOVES FARM ST NEOTS HUNTINGDONSHIRE PE19 6GQ #REF! House 2 565.19 130.43 AST 100 MV-STT £68,825 £107,898







Loves Farm C3 23-May-11 5503229020 020 EMBRY DRIVE LOVES FARM ST NEOTS HUNTINGDONSHIRE PE19 6GP #REF! House 3 635.00 146.54 AST 100 MV-STT £77,326 £141,818

Loves Farm C3 23-May-11 5503229027 027 EMBRY DRIVE LOVES FARM ST NEOTS HUNTINGDONSHIRE PE19 6GQ #REF! Flat 2 486.07 112.17 AST 100 MV-STT £59,190 £90,375

Loves Farm C3 23-May-11 5503242048 048 GREAT HIGH GROUND LOVES FARM ST NEOTS HUNTINGDONSHIRE PE19 6GP #REF! Flat 2 486.07 112.17 AST 100 MV-STT £59,190 £90,375




Loves Farm C3 23-May-11 5503247001 001 HULL WAY LOVES FARM ST NEOTS HUNTINGDONSHIRE PE19 6GS #REF! House 3 683.49 157.73 AST 100 MV-STT £83,231 £141,818




Loves Farm C3 23-May-11 5503229019 019 EMBRY DRIVE LOVES FARM ST NEOTS HUNTINGDONSHIRE PE19 6GQ Genl needs House 2 93.65 93.65 NAT - MV-STT £71,493 £101,148




Loves Farm C3 23-May-11 5503242030 030 GREAT HIGH GROUND LOVES FARM ST NEOTS HUNTINGDONSHIRE PE19 6GP Genl needs Flat 2 86.57 86.57 NAT - MV-STT £65,838 £88,920



Loves Farm C3 23-May-11 5503242036 036 GREAT HIGH GROUND LOVES FARM ST NEOTS HUNTINGDONSHIRE PE19 6GP Genl needs House 4 116.44 116.44 NAT - MV-STT £89,685 £138,602






Loves Farm C3 23-May-11 5503198004 004 ALVEY ROAD LOVES FARM ST NEOTS HUNTINGDONSHIRE PE19 6GR Sh/own House 2 270.24 62.36 SO 70 MV-STT £58,685 £58,685 £58,685

Loves Farm C3 23-May-11 5503229003 003 EMBRY DRIVE LOVES FARM ST NEOTS HUNTINGDONSHIRE PE19 6GQ Sh/own House 3 322.88 74.51 SO 70 MV-STT £86,940 £86,940 £86,940




Loves Farm C3 23-May-11 5503242026 026 GREAT HIGH GROUND LOVES FARM ST NEOTS HUNTINGDONSHIRE PE19 6GP Sh/own Flat 2 215.84 49.81 SO 70 MV-STT £49,991 £49,991 £49,991



Loves Farm C3 23-May-11 5503247003 003 HULL WAY LOVES FARM ST NEOTS HUNTINGDONSHIRE PE19 6GS Sh/own House 2 270.24 62.36 SO 70 MV-STT £58,685 £58,685 £58,685







Loves Farm B6 23-May-11 5503221002 002 DRAMSELL RISE LOVES FARM ST NEOTS HUNTINGDONSHIRE PE19 8GW Genl needs House 4 116.44 116.44 NAT - MV-STT £89,685 £138,602





Loves Farm B6 23-May-11 5503237017 017 GORHAM WAY LOVES FARM ST NEOTS HUNTINGDONSHIRE PE19 6DP Genl needs House 3 105.62 105.62 NAT - MV-STT £81,067 £131,818



Loves Farm B6 23-May-11 5503258008 008 LUCAS CRESCENT LOVES FARM ST NEOTS HUNTINGDONSHIRE PE19 6DP Genl needs House 5 107.36 107.36 NAT - MV-STT £98,295 £145,670

Loves Farm B6 23-May-11 5503258009 009 LUCAS CRESCENT LOVES FARM ST NEOTS HUNTINGDONSHIRE PE19 6DP Genl needs Flat 2 86.57 86.57 NAT - MV-STT £65,838 £88,920

Loves Farm B6 23-May-11 5503258010 010 LUCAS CRESCENT LOVES FARM ST NEOTS HUNTINGDONSHIRE PE19 6DP Genl needs House 3 105.66 105.66 NAT - MV-STT £81,067 £131,818













Loves Farm B6 23-May-11 5503258037 037 LUCAS CRESCENT LOVES FARM ST NEOTS HUNTINGDONSHIRE PE19 6DP Genl needs Flat 2 86.57 86.57 NAT MV-STT £65,838 £88,920





Loves Farm B6 23-May-11 5503237026 026 GORHAM WAY LOVES FARM ST NEOTS HUNTINGDONSHIRE PE19 6DP #REF! House 3 640.00 147.69 AST 100 MV-STT £77,935 £141,818






Loves Farm C2 23-May-11 5503229002 002 EMBRY DRIVE LOVES FARM ST NEOTS HUNTINGDONSHIRE PE19 6GQ Genl needs Flat 1 95.91 95.91 NAT - MV-STT £58,409 £70,900

















Loves Farm C4 23-May-11 5503207017 017 ASH TREE LANE LOVES FARM ST NEOTS HUNTINGDONSHIRE PE19 6GY Genl needs Flat 2 89.99 89.99 NAT - MV-STT £68,561 £88,920






Loves Farm C4 23-May-11 5503221058 058 DRAMSELL RISE LOVES FARM ST NEOTS HUNTINGDONSHIRE PE19 6GW Genl needs House 3 99.23 99.23 NAT - MV-STT £69,320 £131,818





Loves Farm C4 23-May-11 5503221068 068 DRAMSELL RISE LOVES FARM ST NEOTS HUNTINGDONSHIRE PE19 6GW Genl needs Flat 3 89.99 89.99 NAT - MV-STT £68,561 £102,959






Loves Farm MXDA 23-May-11 5505644001 001 STATION SQUARE LOVES FARM ST NEOTS HUNTINGDONSHIRE PE19 6GX #REF! Flat 2 474.58 109.52 AST 100 MV-STT £57,791 £90,375






Loves Farm MXDA 23-May-11 5505644007 007 STATION SQUARE LOVES FARM ST NEOTS HUNTINGDONSHIRE PE19 6GX #REF! House 3 635.83 146.73 AST 100 MV-STT £77,427 £141,818

Loves Farm MXDA 23-May-11 5505644008 008 STATION SQUARE LOVES FARM ST NEOTS HUNTINGDONSHIRE PE19 6GX #REF! House 3 675.83 155.96 AST 100 MV-STT £82,298 £141,818

Loves Farm MXDA 23-May-11 5505632002 002 SCHOOL DRIVE LOVES FARM ST NEOTS HUNTINGDONSHIRE PE19 6BD #REF! Flat 1 415.83 95.96 AST 100 MV-STT £50,637 £75,000

Loves Farm MXDA 23-May-11 5505632004 004 SCHOOL DRIVE LOVES FARM ST NEOTS HUNTINGDONSHIRE PE19 6BD #REF! Flat 1 415.83 95.96 AST 100 MV-STT £50,637 £75,000

Loves Farm MXDA 23-May-11 5503242001 001 GREAT HIGH GROUND LOVES FARM ST NEOTS HUNTINGDONSHIRE PE19 6GL Genl needs House 4 116.44 116.44 NAT - MV-STT £89,685 £138,602








Loves Farm MXDA 23-May-11 5505632006 006 SCHOOL DRIVE LOVES FARM ST NEOTS HUNTINGDONSHIRE PE19 6BD Genl needs Flat 1 76.27 76.27 NAT - MV-STT £57,619 £70,900

Loves Farm MXDA 23-May-11 5505632008 008 SCHOOL DRIVE LOVES FARM ST NEOTS HUNTINGDONSHIRE PE19 6BD Genl needs Flat 1 76.27 76.27 NAT - MV-STT £57,619 £70,900

Loves Farm MXDA 23-May-11 5505644009 009 STATION SQUARE LOVES FARM ST NEOTS HUNTINGDONSHIRE PE19 6GX Genl needs Flat 1 76.27 76.27 NAT - MV-STT £57,619 £70,900



Manor Farm Drive 23-May-11 4785207044 044 COOPER ROAD GUNTHORPE PETERBOROUGH CAMBS PE4 7AN Genl needs House 3 92.89 92.89 NAT - MV-STT £72,110 £107,080






Manor Farm Drive 23-May-11 4785207056 056 COOPER ROAD GUNTHORPE PETERBOROUGH CAMBS PE4 7AL Genl needs House 2 82.27 82.27 NAT - MV-STT £64,282 £96,761

Manor Farm Drive 23-May-11 4785214031 031 FLETCHER WAY GUNTHORPE PETERBOROUGH CAMBS PE4 7AL Genl needs House 2 82.27 82.27 NAT - MV-STT £64,282 £96,761

Manor Farm Drive 23-May-11 4785214022 022 FLETCHER WAY GUNTHORPE PETERBOROUGH CAMBS PE4 7AL Sh/own House 2 161.69 37.31 SO 50 MV-STT £45,023 £45,023 £45,023








Mortgage Rescue 9/10 23-May-11 3718340032 032 MEADOW COURT LITTLEPORT ELY CAMBS CB6 1JW AST House 4 660.00 152.31 AST - MV-STT £0 £121,091

Mortgage Rescue 9/10 23-May-11 4774418033 033 ST GEORGES AVENUE STANGROUND PETERBOROUGH CAMBS PE2 8QG AST House 3 520.00 120.00 AST - MV-STT £0 £101,823

Mortgage Rescue 9/10 23-May-11 3407388038 038 SUTHERLAND ROAD CORBY NORTHANTS NORTHANTS NN18 9LU AST House 3 440.00 101.54 AST - MV-STT £0 £81,341

Mortgage Rescue 9/10 23-May-11 2913444062 062 RINGWAY BRIAR HILL NORTHAMPTON NORTHANTS NN4 8SH AST House 3 520.00 120.00 AST - MV-STT £0 £82,000

Mortgage Rescue 9/10 23-May-11 4398681004 004 BRICKWELL COURT NORTHAMPTON NORTHANTS NORTHANTS NN3 9TS AST House 2 520.00 120.00 AST - MV-STT £0 £82,000

Mortgage Rescue 9/10 23-May-11 5975652069 069 DOCKLEWELL CLOSE TOWCESTER NORTHANTS NORTHANTS NN12 6JF AST House 2 500.00 115.38 AST - MV-STT £0 £100,193

Mortgage Rescue 9/10 23-May-11 5175574006 006 CHICHESTER CLOSE ROTHWELL NORTHANTS NORTHANTS NN14 6SU AST House 4 520.00 120.00 AST - MV-STT £0 £122,966

Mortgage Rescue 9/10 23-May-11 6519022023 023 HORSEMOOR SQUARE

ECTON BROOK NORTHAMPTON NORTHANTS NN3 5AE AST House 3 460.00 106.15 AST - MV-STT £0 £72,500

Mortgage Rescue 9/10 23-May-11 3610684035 035 EASTFIELD ROAD DUSTON NORTHAMPTON NORTHANTS NN5 6TG AST House 3 520.00 120.00 AST - MV-STT £0 £100,295

Mortgage Rescue 9/10 23-May-11 3407341075 075 DORKING WALK CORBY NORTHANTS NORTHANTS NN18 9JL AST House 4 460.00 106.15 AST - MV-STT £0 £92,125

Mortgage Rescue 9/10 23-May-11 4002770001 001 FERNDALE ROAD NORTHAMPTON NORTHANTS NORTHANTS NN3 2NR Genl needs House 4 147.69 147.69 NAT - MV-STT £107,000 £107,364

Mortgage Rescue 9/10 23-May-11 4200708202 002 ANMER GARDENS LUTON BEDS BEDS LU4 0HB AST House 3 580.00 133.85 AST - MV-STT £0 £117,341


Mortgage Rescue 9/10 23-May-11 4004380074 074 NORTON ROAD NORTHAMPTON NORTHANTS NORTHANTS NN2 7TN AST House 3 540.00 124.62 AST - MV-STT £0 £102,136

Mortgage Rescue 9/10 23-May-11 3855612044 044 WINDSOR ROAD GODMANCHESTER HUNTINGDON

HUNTINGDONSHIRE PE29 2DD AST House 3 600.00 138.46 AST - MV-STT £0 £128,659

Mortgage Rescue 9/10 23-May-11 3408000022 022 CHEYNE CLOSE DUNSTABLE BEDS BEDS LU6 1BX AST House 3 580.00 133.85 AST - MV-STT £0 £115,432

Mortgage Rescue 9/10 23-May-11 4004673096 096 DEEBLE ROAD KETTERING NORTHANTS NORTHANTS NN15 5HW AST House 3 500.00 115.38 AST - MV-STT £0 £111,545

Mortgage Rescue 9/10 23-May-11 4400441026 026 GODWIN WALK RYEHILL NORTHAMPTON NORTHANTS NN5 7RW AST House 3 500.00 115.38 AST - MV-STT £0 £81,115

Sherwood Close 23-May-11 6412004017 017 SHERWOOD CLOSE WOOTTON BEDS BEDS MK43 9AF Genl needs House 4 123.90 123.90 NAT - MV-STT £93,181 £147,580





Sherwood Close 23-May-11 6423776007 007 SHERWOOD CLOSE WOOTTON BEDS BEDS MK43 9AF #REF! Flat 2 435.78 100.56 AST 100 MV-STT £53,066 £100,261





Wixams Ph2 H2B 30-Sep-10 1854452048 048 GREEN LANE WIXAMS BEDFORD BEDS MK42 6BA Genl needs House 3 112.18 112.18 NAT - MV-STT £84,375 £110,898

Wixams Ph2 H2B 30-Sep-10 1854463050 050 GREEN LANE WIXAMS BEDFORD BEDS MK42 6BA Genl needs House 4 123.37 123.37 NAT - MV-STT £92,790 £119,591

Wixams Ph2 H2B 30-Sep-10 1854463001 001 NIGHTINGALE COURT WIXAMS BEDFORD BEDS MK42 6BD Genl needs House 3 110.11 110.11 NAT - MV-STT £82,819 £110,898


Wixams Ph2 H2B 30-Sep-10 1854463005 005 NIGHTINGALE COURT WIXAMS BEDFORD BEDS MK42 6BD Genl needs House 3 112.18 112.18 PAT - MV-STT £84,375 £102,000





Wixams Ph2 H2B 30-Sep-10 1854463004 004 NIGHTINGALE COURT WIXAMS BEDFORD BEDS MK42 6BD #REF! House 3 613.74 141.63 AST 100 MV-STT £74,737 £119,148




Wixams Ph2 H2B 30-Sep-10 1854463002 002 NIGHTINGALE COURT WIXAMS BEDFORD BEDS MK42 6BD Sh/own House 2 204.00 47.08 SO 50 MV-STT £55,606 £55,606 £55,606

Wixams Ph2 H2B 30-Sep-10 1854463008 008 NIGHTINGALE COURT WIXAMS BEDFORD BEDS MK42 6BD Sh/own House 2 285.59 65.91 SO 70 MV-STT £77,849 £77,849 £77,849

Wixams Ph2 B2B 30-Sep-10 1854468001 001 MAGPIE GARDENS WIXAMS BEDFORD BEDS MK42 6BG Genl needs House 4 123.37 123.37 NAT - MV-STT £92,790 £119,591



Wixams Ph2 B2B 30-Sep-10 1854468004 004 MAGPIE GARDENS WIXAMS BEDFORD BEDS MK42 6BG Genl needs Flat 2 86.70 86.70 NAT - MV-STT £68,561 £96,761













Wixams Ph3 C2 30-Sep-10 1854482015 015 WOODPECKER GARDENS WIXAMS BEDFORD BEDS MK42 6AZ Genl needs House 4 123.37 123.37 NAT - MV-STT £92,790 £119,591










Wixams Ph3 C2 30-Sep-10 1854482007 007 WOODPECKER GARDENS WIXAMS BEDFORD BEDS MK42 6AZ #REF! House 3 620.00 143.08 AST 100 MV-STT £75,499 £119,148



Wixams Ph3 C2 30-Sep-10 1854482009 009 WOODPECKER GARDENS WIXAMS BEDFORD BEDS MK42 6AZ Sh/own House 3 322.44 74.41 SO 70 MV-STT £82,871 £82,871 £82,871

Wixams Ph3 D2A 30-Sep-10 1854437011 011 BLUEBIRD GARDENS WIXAMS BEDFORD BEDS MK42 6AJ Genl needs House 2 95.53 95.53 NAT - MV-STT £74,795 £103,830






Wixams Ph3 D2A 30-Sep-10 1854437001 001 BLUEBIRD GARDENS WIXAMS BEDFORD BEDS MK42 6AJ Sh/own House 2 294.81 68.03 SO 70 MV-STT £77,849 £77,849 £77,849


Wixams Ph3 D2A 30-Sep-10 1854437004 004 BLUEBIRD GARDENS WIXAMS BEDFORD BEDS MK42 6AK Sh/own House 3 319.37 73.70 SO 70 MV-STT £82,871 £82,871 £82,871



Wixams Ph3 D2A 30-Sep-10 1854437005 005 BLUEBIRD GARDENS WIXAMS BEDFORD BEDS MK42 6AJ #REF! House 3 624.00 144.00 AST 100 MV-STT £75,986 £119,148




Wixams Ph3 D2B 30-Sep-10 1302444004 004 MALLARD COURT WIXAMS BEDFORD BEDS MK42 6AF Genl needs House 3 105.77 105.77 NAT - MV-STT £83,593 £110,898








Wixams Ph3 D2B 30-Sep-10 1302444001 001 MALLARD COURT WIXAMS BEDFORD BEDS MK42 6AF #REF! House 3 655.00 151.15 AST 100 MV-STT £79,761 £119,148





Wixams Ph3 D2B 30-Sep-10 1302444003 003 MALLARD COURT WIXAMS BEDFORD BEDS MK42 6AF Sh/own House 2 203.99 47.07 SO 50 MV-STT £55,606 £55,606 £55,606



Wixams Ph3 H2C 30-Sep-10 1854462003 003 LINNET LANE WIXAMS BEDFORD BEDS MK42 6AS Genl needs House 2 93.65 93.65 NAT - MV-STT £75,178 £103,830









Wixams Ph3 H2C 30-Sep-10 1854462012 012 LINNET LANE WIXAMS BEDFORD BEDS MK42 6AS #REF! House 3 655.00 151.15 AST 100 MV-STT £79,761 £119,148

Wixams Ph3 H2C 30-Sep-10 1854462018 018 LINNET LANE WIXAMS BEDFORD BEDS MK42 6AS #REF! House 3 655.00 151.15 AST 100 MV-STT £79,761 £119,148

Wixams Ph3 H2C 30-Sep-10 1854462014 014 LINNET LANE WIXAMS BEDFORD BEDS MK42 6AS Sh/own House 2 285.59 65.91 SO 70 MV-STT £77,849 £77,849 £77,849

Wixams Ph3 H2C 30-Sep-10 1854462016 016 LINNET LANE WIXAMS BEDFORD BEDS MK42 6AS Sh/own House 2 280.77 64.79 SO 70 MV-STT £77,849 £77,849 £77,849

Wixams Ph3 H2C 30-Sep-10 1854462022 022 LINNET LANE WIXAMS BEDFORD BEDS MK42 6AS Sh/own House 3 346.40 79.94 SO 70 MV-STT £77,849 £77,849 £77,849Mortgage Rescue 9/10 27-Oct-10 2405561027 003 PRIMARY WAY ARLESEY BEDS BEDS SG15 6YE AST House 2 540.00 124.62 AST - MV-STT £0 £123,038Mortgage Rescue 9/10 27-Oct-10 3002916019 019 MEADOW COURT LITTLEPORT ELY CAMBS CB6 1JW Genl needs House 3 520.00 120.00 AST - MV-STT £0 £104,114Mortgage Rescue 9/10 27-Oct-10 3610177001 001 ASTWOOD ROAD CRANFIELD BEDS BEDS MK43 0AU AST House 3 680.00 156.92 AST - MV-STT £0 £98,352Mortgage Rescue 9/10 27-Oct-10 3610612026 026 ADDISON ROAD

DESBOROUGH KETTERING NORTHANTS NN14 2NN AST House 3 440.00 101.54 AST - MV-STT £0 £67,000

Mortgage Rescue 9/10 27-Oct-10 3983121012 012 SYCAMORE ROAD HOUGHTON REGIS DUNSTABLE BEDS LU5 5NQ Genl needs House 3 494.32 114.07 AST - MV-STT £0 £128,557

Mortgage Rescue 9/10 27-Oct-10 4398855013 013 REDRUTH CLOSE NORTHAMPTON NORTHANTS NN4 8PL AST House 2 460.00 106.15 AST - MV-STT £0 £92,693

Mortgage Rescue 9/10 27-Oct-10 4398874005 005 WAINGROVE BLACKTHORN NORTHAMPTON NORTHANTS NN3 8EP AST House 3 460.00 106.15 AST - MV-STT £0 £122,864Mortgage Rescue 9/10 27-Oct-10 4733270007 007 AINSDALE DRIVE WERRINGTON PETERBOROUGH CAMBS PE4 6RH AST House 3 525.00 121.15 AST - MV-STT £0 £102,170Mortgage Rescue 9/10 27-Oct-10 4766886084 084 NORMAN ROAD

PETERBOROUGH CAMBS PE1 5LD AST House 3 480.00 110.77 AST - MV-STT £0 £77,625

Mortgage Rescue 9/10 27-Oct-10 5109057038 038 GOLD STREET RISELEY BEDS BEDS MK44 1EQ AST House 3 520.00 120.00 AST - MV-STT £0 £79,000Mortgage Rescue 9/10 27-Oct-10 4201002020 020 BARKERS PIECE

MARSTON MORETAINE BEDS BEDS MK43 0LZ AST House 4 620.00 143.08 AST - MV-STT £0 £111,061

Mortgage Rescue 9/10 27-Oct-10 6517180034 034 WESTBURY WALK CORBY NORTHANTS NORTHANTS NN18 0AE AST House 3 440.00 101.54 AST - MV-STT £0 £87,068Mortgage Rescue 9/10 23-May-11 4427780036 036 WATER LANE

NORTHAMPTON NORTHANTS NORTHANTS NN4 6HE AST House 3 540.00 124.62 AST - MV-STT £0 £116,940

Mortgage Rescue 9/10 23-May-11 6024888007 007 CHURCH ROAD UPPER SUNDON BEDS BEDS LU3 3PB AST House 4 640.00 147.69 AST - MV-STT £0 £128,625

Mortgage Rescue 9/10 23-May-11 4177476070 070 MAGDALENE CLOSE LONGSTANTON CAMBS CAMBS CB24 3EQ Genl needs House 3 130.48 130.48 AST - MV-STT £0 £126,334

Mortgage Rescue 9/10 23-May-11 3854277012 012 PLANE TREE CLOSE GAMLINGAY BEDS BEDS SG19 3NE AST House 3 600.00 138.46 AST - MV-STT £0 £122,898Mortgage Rescue 9/10 23-May-11 4004679029 029 WEEKLEY GLEBE ROAD KETTERING NORTHANTS NN16 9NP AST House 3 500.00 115.38 AST - MV-STT £0 £77,500Mortgage Rescue 9/10 23-May-11 4733366418 418 OUNDLE ROAD

ORTON LONGUEVILLE PETERBOROUGH CAMBS PE2 7DB AST House 3 560.00 129.23 AST - MV-STT £0 £131,823

Mortgage Rescue 9/10 23-May-11 3407469082 082 FRIARS AVENUE DELAPRE NORTHAMPTON NORTHANTS NN4 8PX AST House 3 560.00 129.23 AST - MV-STT £0 £109,739Mortgage Rescue 9/10 23-May-11 3742660044 044 WESTFIELDS CLARE SUFFOLK SUFFOLK CO10 8NJ AST House 3 580.00 133.85 AST - MV-STT £0 £111,130Mortgage Rescue 9/10 23-May-11 4109522116 116 CHALKLANDS LINTON CAMBS CAMBS CB21 4JH AST House 3 620.00 143.08 AST - MV-STT £0 £149,489Mortgage Rescue 9/10 23-May-11 4146771006 006 DONELLAN GREEN SOUTHFIELDS NORTHAMPTON NORTHANTS NN3 5DJ AST House 3 480.00 110.77 AST - MV-STT £0 £94,568Mortgage Rescue 9/10 23-May-11 3742331023 023 DRYLEYS COURT GOLDINGS NORTHAMPTON NORTHANTS NN3 8XY Genl needs House 3 440.01 101.54 AST - MV-STT £0 £77,625Mortgage Rescue 9/10 23-May-11 3407351071 071 EASTBROOK CORBY NORTHANTS NORTHANTS NN18 9BL AST House 3 440.00 101.54 AST - MV-STT £0 £67,000Mortgage Rescue 9/10 23-May-11 4400471052 052 TEWKESBURY CLOSE

NORTHAMPTON NORTHANTS NORTHANTS NN4 8NA AST House 3 660.00 152.31 AST - MV-STT £0 £109,739

Mortgage Rescue 9/10 23-May-11 3001641083 083 BREWHOUSE LANE SOHAM ELY CAMBS CB7 5JD AST House 3 520.00 120.00 AST - MV-STT £0 £115,261Mortgage Rescue 9/10 23-May-11 3409006045 045 VICTORIA STREET DUNSTABLE BEDS BEDS LU6 3AZ AST House 2 540.00 124.62 AST - MV-STT £0 £101,823Mortgage Rescue 9/10 23-May-11 3995550036 036 DRAYTON ROAD

IRTHLINGBOROUGH NORTHANTS NORTHANTS NN9 5TB AST House 3 480.00 110.77 AST - MV-STT £0 £88,875

Mortgage Rescue 9/10 23-May-11 4107334008 008 NELSON ROADLEIGHTON BUZZARD BEDS BEDS LU7 3EE AST House 3 580.00 133.85 AST - MV-STT £0 £138,034

Mortgage Rescue 9/10 23-May-11 6517160004 004 YARDLEY CLOSE CORBY NORTHANTS NORTHANTS NN17 2YE AST House 4 600.00 138.46 AST - MV-STT £0 £109,602

Freemans Common Area 12 40686 3564444046 046 CRISPIN DRIVE BEDFORD BEDS BEDS MK41 7FS AST House 3 593.72 137.01 AST 100 MV-STT £72,299 £124,807




Freemans Common Area 12 40686 1313455001 001 MEADFOOT PLACE BEDFORD BEDS BEDS MK41 7GF Genl needs House 3 113.21 113.21 NAT - MV-STT £87,105 £116,057

Freemans Common Area 12 40686 1313455003 003 MEADFOOT PLACE BEDFORD BEDS BEDS MK41 7GH Genl needs House 3 113.21 113.21 NAT - MV-STT £87,105 £116,057

Freemans Common Area 12 40686 1313455005 005 MEADFOOT PLACE BEDFORD BEDS BEDS MK41 7GH Genl needs House 3 112.24 112.24 NAT - MV-STT £87,105 £116,057

Freemans Common Area 12 40686 1901777002 002 SALTCOTE WAY BEDFORD BEDS BEDS MK41 7FT Genl needs House 3 113.21 113.21 NAT - MV-STT £87,105 £116,057



Freemans Common Area 12 40686 3564444040 040 CRISPIN DRIVE BEDFORD BEDS BEDS MK41 7FS Genl needs House 2 129.23 129.23 NAT-aff - MV-STT £76,344 £108,989

Freemans Common Area 12 40686 3564444042 042 CRISPIN DRIVE BEDFORD BEDS BEDS MK41 7FS Genl needs House 3 138.46 138.46 NAT - MV-STT £87,105 £116,057

Freemans Common Area 12 40686 3564444044 044 CRISPIN DRIVE BEDFORD BEDS BEDS MK41 7FS Genl needs House 3 138.46 138.46 NAT-aff - MV-STT £87,105 £116,057

Freemans Common Area 12 40686 3564444054 054 CRISPIN DRIVE BEDFORD BEDS BEDS MK41 7FS Genl needs House 2 99.74 99.74 NAT - MV-STT £76,344 £108,989Mortgage Rescue 9/10 24-Oct-11 2886917070 070 WINSTON CRESCENT BRACKLEY NORTHANTS NORTHANTS NN13 7DZ AST House 3 580.00 133.85 AST - MV-STT £70,628 £111,614Mortgage Rescue 9/10 24-Oct-11 3001844039 039 WILKIN WALK COTTENHAM CAMBS CAMBS CB24 8TS AST House 2 600.00 138.46 AST - MV-STT £73,064 £134,284Mortgage Rescue 9/10 24-Oct-11 3992223071 071 FARNDISH ROAD IRCHESTER NORTHANTS NORTHANTS NN29 7BD AST House 3 480.00 110.77 AST - MV-STT £58,451 £100,261Mortgage Rescue 9/10 24-Oct-11 5395370006 006 BANK AVENUE SOMERSHAM CAMBS CAMBS PE28 3DH AST House 3 520.00 120.00 AST - MV-STT £63,322 £128,489Mortgage Rescue 9/10 24-Oct-11 6517152166 166 STEPHENSON WAY CORBY NORTHANTS NORTHANTS NN17 1DF AST House 3 480.00 110.77 AST - MV-STT £58,451 £72,500Mortgage Rescue 9/10 24-Oct-11 4603642012 012 SANDS CLOSE PATTISHALL TOWCESTER NORTHANTS NN12 8LU AST House 2 460.00 106.15 AST - MV-STT £56,016 £92,659Mortgage Rescue 9/10 24-Oct-11 3960023018 018 KIRTON WAY

HOUGHTON REGIS BEDFORDSHIRE BEDS LU5 5PZ AST House 3 543.88 125.51 AST - MV-STT £66,230 £122,864

Mortgage Rescue 9/10 24-Oct-11 5977703008 008 SHEPPARDS CRESCENT TOWCESTER NORTHANTS NORTHANTS NN12 6AY AST House 4 580.00 133.85 AST - MV-STT £70,628 £83,500

Mortgage Rescue 9/10 24-Oct-11 3992222002 002 EVELYN WAY IRCHESTER NORTHANTS NORTHANTS NN29 7AP Genl needs House 3 480.00 110.77 AST - MV-STT £0 £100,261Mortgage Rescue 9/10 24-Oct-11 6518221026 026 THORESBY COURT CORBY NORTHANTS NORTHANTS NN18 0EL AST House 3 420.00 96.92 AST - MV-STT £51,145 £75,716Mortgage Rescue 9/10 24-Oct-11 2996777019 019 WILLEY TERRACE CHATTERIS CAMBS CAMBS PE16 6UD AST House 3 460.00 106.15 AST - MV-STT £56,016 £90,750Mortgage Rescue 9/10 24-Oct-11 4398755028 028 KEYHAM COURT

NORTHAMPTON NORTHANTS NORTHANTS NN8 8TT AST House 3 500.00 115.38 AST - MV-STT £60,886 £75,000


Mortgage Rescue 9/10 24-Oct-11 4426640016 016 WELLAND WAY KINGSHEATH NORTHAMPTON NORTHANTS NN5 7ND AST House 3 560.00 129.23 AST - MV-STT £68,193 £84,000Mortgage Rescue 9/10 24-Oct-11 4107888023 023 NORTHCOURT

LEIGHTON BUZZARD BEDS BEDS LU7 3DJ AST House 3 600.00 138.46 AST - MV-STT £73,064 £138,034

Mortgage Rescue 9/10 24-Oct-11 4200965084 084 SHELLEY ROAD LUTON BEDS BEDS LU4 0JA AST House 3 600.00 138.46 AST - MV-STT £73,064 £119,182Mortgage Rescue 9/10 24-Oct-11 4201333015 015 POETS GREEN LUTON BEDS BEDS LU4 0RQ AST House 2 520.00 120.00 AST - MV-STT £63,322 £111,614Mortgage Rescue 9/10 24-Oct-11 3807355052 052 MILLWRIGHT WAY FLITWICK BEDS BEDS MK45 1BQ AST House 3 600.00 138.46 AST - MV-STT £73,064 £90,000Mortgage Rescue 9/10 24-Oct-11 4398857015 015 HAM MEADOW DRIVE

NORTHAMPTON NORTHANTS NORTHANTS NN3 5AG AST House 2 500.00 115.38 AST - MV-STT £60,886 £87,000

Mortgage Rescue 9/10 24-Oct-11 4734500060 006 MARTINSBRIDGE PARNWELL PETERBOROUGH CAMBS PE1 4YB AST House 4 560.00 129.23 AST - MV-STT £68,193 £121,023ESP 11 HALIFAX 31/10/97 08-Dec-09 4200852101 008 COULSON COURT DALLOW

ROAD LUTON BEDS LU1 1XQ Genl needs Flat 2 85.37 85.37 NAT MV-STT £64,214 £65,000

ESP 11 HALIFAX 31/10/97 08-Dec-09 4200896101 001 HAMER COURT LUTON BEDS BEDS LU2 7DZ Genl needs Flat 2 85.37 85.37 NAT MV-STT £64,214 £90,545ESP 22 06/03/1998 08-Dec-09 0126101200 012 ATHOLL WALK BEDFORD BEDS BEDS MK41 0BG Genl needs House 3 100.21 100.21 NAT MV-STT £80,668 £107,892ESP 22 06/03/1998 08-Dec-09 0328000400 004 CHURCH LANE BEDFORD BEDS BEDS MK41 0AN Genl needs House 3 104.89 104.89 NAT MV-STT £78,886 £107,892ESP 22 06/03/1998 08-Dec-09 0615016000 160 FOSTER HILL ROAD BEDFORD BEDS BEDS MK41 7TB Genl needs House 4 121.50 121.50 NAT MV-STT £103,349 £123,125ESP 22 06/03/1998 08-Dec-09 2904257000 036 CORNWALLIS CLOSE BROMHAM BEDFORD BEDS MK43 8LG Genl needs House 3 107.37 107.37 NAT MV-STT £80,751 £108,705ESP 22 06/03/1998 08-Dec-09 6903002110 021 DENNIS ROAD KEMPSTON BEDFORD BEDS MK42 7HG Genl needs House 2 101.54 101.54 NAT-aff MV-STT £69,087 £93,795ESP 22 06/03/1998 08-Dec-09 690300320A 032 A DENNIS ROAD KEMPSTON BEDFORD BEDS MK42 7HF Genl needs House 3 102.86 102.86 NAT MV-STT £77,367 £100,864ESP 22 06/03/1998 08-Dec-09 690300320B 032 B DENNIS ROAD KEMPSTON BEDFORD BEDS MK42 7HF Genl needs House 3 102.86 102.86 NAT MV-STT £77,367 £100,864ESP 22 06/03/1998 08-Dec-09 0228005700 057 THE BOUNDARY BEDFORD BEDS MK41 9HB Genl needs House 3 104.89 104.89 NAT MV-STT £78,886 £118,534ESP 23 29/07/1998 08-Dec-09 3001000042 042 THE VALLEY COMBERTON CAMBS CAMBS CB3 7DF Genl needs House 3 118.95 118.95 NAT MV-STT £94,039 £131,250ESP 23 29/07/1998 08-Dec-09 3001100054 054 COOLIDGE GARDENS COTTENHAM CAMBS CAMBS CB4 8RJ Genl needs House 3 114.75 114.75 NAT MV-STT £94,039 £133,727ESP 23 29/07/1998 08-Dec-09 3001100131 131 COOLIDGE GARDENS COTTENHAM CAMBS CAMBS CB4 8RH Genl needs House 3 118.95 118.95 NAT MV-STT £94,039 £133,727ESP 26 14/12/98 08-Dec-09 5228202700 027 NEWTON WAY SANDY BEDS BEDS SG19 1QX Genl needs House 3 106.86 106.86 NAT MV-STT £80,375 £95,160ESP 26 14/12/98 08-Dec-09 5228400400 004 SANDON CLOSE SANDY BEDS BEDS SG19 1QT Genl needs House 3 98.98 98.98 NAT MV-STT £80,375 £95,160ESP 26A 08-Dec-09 5224000200 020 DAPIFER DRIVE SANDY BEDS BEDS SG19 1QJ Genl needs House 3 106.86 106.86 NAT MV-STT £80,375 £95,160MT1 MTG RESCUE 23/06/1999 08-Dec-09 0507006600 066 ELLIOTT CRESCENT BEDFORD BEDS MK41 0HJ Genl needs House 2 92.46 92.46 NAT MV-STT £69,538 £100,011MT1 MTG RESCUE 23/06/1999 08-Dec-09 5902005003 005 THE CLOSE THURLEIGH BEDS BEDS MK44 2DT Genl needs House 3 104.82 104.82 NAT MV-STT £81,067 £113,766ESP 27 27/5/99 08-Dec-09 0118001100 011 ARDEN WALK BEDFORD BEDS BEDS MK41 0AX Genl needs House 3 107.26 107.26 PAT MV-STT £80,668 £99,250ESP 27 27/5/99 08-Dec-09 0240001080 108 BRICKHILL DRIVE BEDFORD BEDS BEDS MK41 7QN Genl needs House 3 108.83 108.83 NAT MV-STT £81,849 £116,057ESP 27 27/5/99 08-Dec-09 0240001100 110 BRICKHILL DRIVE BEDFORD BEDS BEDS MK41 7QN Genl needs House 3 121.85 121.85 NAT MV-STT £81,849 £116,057ESP 27 27/5/99 08-Dec-09 0240001040 104 BRICKHILL DRIVE BEDFORD BEDS BEDS MK41 7QN Genl needs House 3 108.83 108.83 NAT MV-STT £81,849 £116,057ESP 27 27/5/99 08-Dec-09 0325702500 025 CHILLINGHAM GREEN BEDFORD BEDS BEDS MK41 8HT Genl needs House 3 104.89 104.89 NAT MV-STT £78,886 £103,830ESP 27 27/5/99 08-Dec-09 7205004000 040 HASTINGS ROAD KEMPSTON BEDFORD BEDS MK42 7HT Genl needs House 3 100.96 100.96 NAT MV-STT £75,930 £100,864ESP 27 27/5/99 08-Dec-09 25100014A0 014 A HIGH STREET GREAT

BARFORD BEDS BEDS MK44 3LB Genl needs House 3 108.62 108.62 NAT MV-STT £81,698 £109,273

ESP 27 27/5/99 08-Dec-09 7401000360 036 LOVAT WALK KEMPSTON BEDFORD BEDS MK42 7LX Genl needs House 3 121.81 121.81 NAT MV-STT £75,930 £100,864ESP 27 27/5/99 08-Dec-09 5206205400 054 ROOKERY ROAD WYBOSTON BEDS BEDS MK44 3AD Genl needs House 3 104.94 104.94 NAT MV-STT £78,931 £109,273ESP 27 27/5/99 08-Dec-09 8204001500 015 WHITEBEAM CLOSE KEMPSTON BEDFORD BEDS MK42 7RN Genl needs House 3 102.86 102.86 NAT MV-STT £77,367 £100,864H18 AND H21 08-Dec-09 72040018A0 018 HARTER ROAD ROOM 1 KEMPSTON BEDS MK42 7EY Shelt House 1 84.33 84.33 AST MV-STT £48,918 £100,295H18 AND H21 08-Dec-09 72040018B0 018 HARTER ROAD ROOM 2 KEMPSTON BEDS MK42 7EY Shelt House 1 84.08 84.08 AST MV-STT £48,766 £107,864H18 AND H21 08-Dec-09 7204002100 021 HARTER ROAD KEMPSTON BEDFORD BEDS MK42 7EY Genl needs House 3 104.94 104.94 NAT MV-STT £78,931 £100,864ESP 30 (B27) 13/07/1999 08-Dec-09 0116000300 003 APPLECROSS WALK BEDFORD BEDS BEDS MK41 0BT Genl needs House 3 107.26 107.26 NAT MV-STT £80,668 £107,892ESP 30 (B27) 13/07/1999 08-Dec-09 0225702300 023 BIRSE GREEN BEDFORD BEDS BEDS MK41 0NL Genl needs House 3 105.85 105.85 NAT MV-STT £80,668 £107,892ESP 30 (B27) 13/07/1999 08-Dec-09 0307400100 001 CARRICK ROAD BEDFORD BEDS BEDS MK41 0PU Genl needs House 3 107.26 107.26 NAT MV-STT £80,668 £107,892ESP 30 (B27) 13/07/1999 08-Dec-09 0514403500 035 ETTRICK DRIVE BEDFORD BEDS BEDS MK41 0NN Genl needs House 3 107.26 107.26 NAT MV-STT £80,668 £107,892ESP 30 (B27) 13/07/1999 08-Dec-09 2513002900 029 PYMS CLOSE GREAT

BARFORD BEDS BEDS MK44 3HY Genl needs House 3 108.62 108.62 NAT MV-STT £81,698 £109,273

ESP 30 (B27) 13/07/1999 08-Dec-09 2534440045 045 WILLOUGHBY CLOSE GREAT BARFORD

BEDS BEDS MK44 3LD Genl needs House 3 108.62 108.62 NAT MV-STT £81,698 £109,273ESP 30 (B27) 13/07/1999 08-Dec-09 7205006800 068 HASTINGS ROAD KEMPSTON BEDFORD BEDS MK42 7HT Genl needs House 3 100.96 100.96 NAT MV-STT £75,930 £100,864ESP 30 (B27) 13/07/1999 08-Dec-09 7301000300 003 KENDALL ROAD KEMPSTON BEDFORD BEDS MK42 7DZ Genl needs House 3 100.96 100.96 NAT MV-STT £75,930 £100,864ESP 30 (B27) 13/07/1999 08-Dec-09 7800000760 076 SPRUCE WALK KEMPSTON BEDFORD BEDS MK42 7LS Genl needs House 3 100.96 100.96 NAT MV-STT £75,930 £100,864ESP 30 (B27) 13/07/1999 08-Dec-09 8150000300 003 WALNUT WALK KEMPSTON BEDFORD BEDS MK42 7PP Genl needs House 3 121.81 121.81 NAT-aff MV-STT £75,930 £100,864ESP 30 (B27) 13/07/1999 08-Dec-09 8150001900 019 WALNUT WALK KEMPSTON BEDFORD BEDS MK42 7PP Genl needs House 3 100.96 100.96 NAT MV-STT £75,930 £100,864ESP 31 LUTON 22/09/00 08-Dec-09 4200730203 203 BIRDSFOOT LANE LUTON BEDS BEDS LU3 2HT Genl needs House 3 104.96 104.96 NAT MV-STT £80,668 £109,841ESP 31 LUTON 22/09/00 08-Dec-09 4200865190 190 DEVON ROAD LUTON BEDS BEDS LU2 0RL Genl needs House 3 104.68 104.68 NAT MV-STT £80,668 £126,375ESP 31 LUTON 22/09/00 08-Dec-09 4200895290 029 GELDING CLOSE LUTON BEDS BEDS LU4 0TZ Genl needs House 3 107.26 107.26 NAT MV-STT £80,668 £111,182ESP 31 LUTON 22/09/00 08-Dec-09 4200898020 020 HUNTS CLOSE LUTON BEDS BEDS LU1 5JL Genl needs House 3 105.22 105.22 NAT MV-STT £75,000 £75,000ESP 31 LUTON 22/09/00 08-Dec-09 4200960853 053 MACAULEY ROAD LUTON BEDS BEDS LU4 0LN Genl needs House 3 104.87 104.87 NAT MV-STT £80,668 £111,182ESP 31 LUTON 22/09/00 08-Dec-09 4200970150 015 THATCH CLOSE LUTON BEDS BEDS LU4 0SU Genl needs House 3 107.26 107.26 NAT MV-STT £80,668 £111,182ESP 32 30/11/00 08-Dec-09 0180003200 032 BALLINGHALL CLOSE BEDFORD BEDS BEDS MK41 0AB Genl needs House 3 104.89 104.89 NAT MV-STT £78,886 £107,892ESP 32 30/11/00 08-Dec-09 0208002500 025 BARLEY WAY BEDFORD BEDS BEDS MK41 8HY Genl needs House 3 104.89 104.89 NAT MV-STT £78,886 £107,892ESP 32 30/11/00 08-Dec-09 0317000200 002 CEDAR ROAD BEDFORD BEDS BEDS MK42 0HR Genl needs House 2 94.82 94.82 NAT MV-STT £71,313 £103,830ESP 32 30/11/00 08-Dec-09 0328016700 167 CHURCH LANE BEDFORD BEDS BEDS MK41 0PR Genl needs House 3 107.26 107.26 NAT MV-STT £80,668 £100,011ESP 32 30/11/00 08-Dec-09 0328018700 187 CHURCH LANE BEDFORD BEDS BEDS MK41 0PF Genl needs House 3 107.26 107.26 NAT MV-STT £80,668 £94,186ESP 32 30/11/00 08-Dec-09 0514403200 032 ETTRICK DRIVE BEDFORD BEDS BEDS MK41 0NN Genl needs House 2 96.00 96.00 NAT MV-STT £72,200 £94,186ESP 32 30/11/00 08-Dec-09 0825000200 002 HICKLING CLOSE BEDFORD BEDS BEDS MK40 4NA Genl needs House 3 106.19 106.19 NAT MV-STT £85,872 £100,011ESP 32 30/11/00 08-Dec-09 0825000300 003 HICKLING CLOSE BEDFORD BEDS BEDS MK40 4NA Genl needs House 3 108.31 108.31 NAT MV-STT £85,872 £118,534ESP 32 30/11/00 08-Dec-09 1803000700 007 RANWORTH WALK BEDFORD BEDS BEDS MK40 4NB Genl needs House 3 108.31 108.31 NAT MV-STT £85,872 £100,864ESP 32 30/11/00 08-Dec-09 1817001300 013 ROCKINGHAM WALK BEDFORD BEDS BEDS MK41 0BX Genl needs House 2 107.99 107.99 NAT MV-STT £72,200 £107,892ESP 32 30/11/00 08-Dec-09 1912005600 056 ST.LEONARD'S ST BEDFORD BEDS BEDS MK42 9EQ Genl needs House 3 95.88 95.88 NAT MV-STT £72,110 £103,830ESP 32 30/11/00 08-Dec-09 2201001000 010 VICARS WALK BEDFORD BEDS BEDS MK41 9HG Genl needs House 3 104.89 104.89 NAT MV-STT £78,886 £94,186ESP 32 30/11/00 08-Dec-09 2318010080 008 WINCHESTER ROAD BEDFORD BEDS BEDS MK42 0RZ Genl needs House 3 107.82 107.82 NAT MV-STT £81,555 £89,977ESP 32 30/11/00 08-Dec-09 2505500400 004 CHAPELFIELD GREAT

BARFORD BEDS BEDS MK44 3JP Genl needs House 3 108.62 108.62 NAT MV-STT £81,698 £110,898

ESP 32 30/11/00 08-Dec-09 7401000600 060 LOVAT WALK KEMPSTON BEDFORD BEDS MK42 7LX Genl needs House 3 100.96 100.96 NAT MV-STT £75,930 £109,27314 THE RISINGS 08-Dec-09 1814001400 014 THE RISINGS BEDFORD BEDS MK41 9HL Genl needs House 4 111.42 111.42 PAT MV-STT £83,796 £115,500ESP 9 HALIFAX 08-Dec-09 0118002500 025 ARDEN WALK BEDFORD BEDS BEDS MK41 0AX Genl needs House 2 96.00 96.00 NAT MV-STT £72,200 £100,011ESP 9 HALIFAX 08-Dec-09 1209701500 015 LEIGHFIELD CLOSE BEDFORD BEDS BEDS MK41 0AG Genl needs House 2 94.44 94.44 NAT MV-STT £71,027 £89,409ESP 9 HALIFAX 08-Dec-09 1409803700 037 NORSE ROAD BEDFORD BEDS BEDS MK41 0TH Genl needs House 2 96.00 96.00 NAT MV-STT £72,200 £100,011ESP 9 HALIFAX 08-Dec-09 1912008100 081 ST.LEONARD'S ST BEDFORD BEDS BEDS MK42 9EG Genl needs House 2 88.06 88.06 NAT MV-STT £66,229 £100,011ESP 8 HALIFAX 08-Dec-09 5503444081 081 HAMPDEN WAY EYNESBURY ST.NEOTS CAMBS PE19 2JH Genl needs House 3 97.13 97.13 NAT MV-STT £73,058 £97,330ESP 8 HALIFAX 08-Dec-09 5503776008 008 DERWENT CLOSE ST IVES CAMBS CAMBS PE27 3HR Genl needs House 3 110.30 110.30 NAT MV-STT £84,067 £113,659ESP 8 HALIFAX 08-Dec-09 5503776012 012 DERWENT CLOSE ST IVES CAMBS CAMBS PE27 3HR Genl needs House 3 110.23 110.23 NAT MV-STT £84,067 £113,659ESP 8 HALIFAX 08-Dec-09 5503900005 005 GREBE CLOSE ST IVES CAMBS CAMBS PE27 6HW Genl needs House 2 102.10 102.10 NAT MV-STT £76,810 £129,341ESP 8 HALIFAX 08-Dec-09 5503910021 021 KENT CLOSE ST IVES CAMBS CAMBS PE27 3DH Genl needs House 3 110.98 110.98 NAT MV-STT £84,067 £113,659


ESP 8 HALIFAX 08-Dec-09 5504100023 023 MARLBOROUGH CL ST IVES CAMBS CAMBS PE27 3DD Genl needs House 3 129.23 129.23 NAT-aff MV-STT £84,067 £113,659ESP 8 HALIFAX 08-Dec-09 5504751058 058 TAMAR CLOSE ST IVES CAMBS CAMBS PE27 3JE Genl needs House 2 89.74 89.74 NAT MV-STT £67,485 £106,591ESP 10 HALIFAX 08-Dec-09 3408000300 300 HIGH STREET NORTH DUNSTABLE BEDS BEDS LU6 1LF Genl needs House 3 134.77 134.77 NAT-aff MV-STT £81,849 £148,920ESP 10 HALIFAX 08-Dec-09 3408444108 008 NORTHFIELDS DUNSTABLE BEDS BEDS LU5 5AL Genl needs House 3 110.68 110.68 NAT MV-STT £83,240 £113,864ESP 10 HALIFAX 08-Dec-09 3408444147 047 NORTHFIELDS DUNSTABLE BEDS BEDS LU5 5AL Genl needs House 3 108.82 108.82 NAT MV-STT £81,849 £113,864ESP 10 HALIFAX 08-Dec-09 3408444194 094 NORTHFIELDS DUNSTABLE BEDS BEDS LU5 5AL Genl needs House 3 108.82 108.82 NAT MV-STT £81,849 £113,864ESP 10 HALIFAX 08-Dec-09 3409000059 059 SPOONDELL DUNSTABLE BEDS BEDS LU6 3JE Genl needs House 3 108.82 108.82 NAT MV-STT £81,849 £102,773ESP 12 HALIFAX 08-Dec-09 0105003200 032 ALAMEIN AVENUE BEDFORD BEDS BEDS MK42 0DF Genl needs House 3 96.40 96.40 NAT MV-STT £72,509 £110,898ESP 12 HALIFAX 08-Dec-09 0113002200 022 ALTHORPE STREET BEDFORD BEDS BEDS MK42 9HF Genl needs House 3 95.29 95.29 AST MV-STT £72,110 £96,477ESP 12 HALIFAX 08-Dec-09 0124000120 012 ASPLEY ROAD BEDFORD BEDS BEDS MK42 9JU Genl needs House 4 106.29 106.29 NAT MV-STT £79,946 £98,573ESP 12 HALIFAX 08-Dec-09 0205011500 115 BAMFORD ROAD BEDFORD BEDS BEDS MK42 0NH Genl needs House 3 102.93 102.93 NAT MV-STT £77,419 £110,898ESP 12 HALIFAX 08-Dec-09 0226000600 006 BLUNDELL PLACE BEDFORD BEDS BEDS MK42 9XB Genl needs House 3 101.35 101.35 NAT MV-STT £76,231 £89,977ESP 12 HALIFAX 08-Dec-09 1105602500 025 KERSHOPE CLOSE BEDFORD BEDS BEDS MK41 0AQ Genl needs House 3 107.26 107.26 NAT MV-STT £80,668 £107,892ESP 12 HALIFAX 08-Dec-09 1302003600 036 MAITLAND STREET BEDFORD BEDS BEDS MK40 1QX Genl needs House 3 105.47 105.47 NAT MV-STT £81,082 £96,477ESP 12 HALIFAX 08-Dec-09 1912007600 076 ST.LEONARD'S ST BEDFORD BEDS BEDS MK42 9EQ Genl needs House 2 89.82 89.82 NAT MV-STT £67,794 £82,909ESP 12 HALIFAX 08-Dec-09 7101000042 042 GULLIVER CLOSE KEMPSTON BEDFORD BEDS MK42 8RB Genl needs House 3 102.86 102.86 NAT MV-STT £77,367 £96,477ESP 12 HALIFAX 08-Dec-09 7215500900 009 HULME CLOSE KEMPSTON BEDFORD BEDS MK42 8HN Genl needs House 2 91.86 91.86 NAT MV-STT £69,087 £87,784ESP 12 HALIFAX 08-Dec-09 7406001200 012 THE LINKS KEMPSTON BEDFORD BEDS MK42 7JS Genl needs House 3 103.68 103.68 NAT MV-STT £75,930 £100,864ESP 12 HALIFAX 08-Dec-09 8203500410 041 WHITEBEAM CLOSE KEMPSTON BEDFORD BEDS MK42 7RW Genl needs House 3 102.86 102.86 NAT MV-STT £77,367 £100,864ESP 15 08-Dec-09 6710000801 008 BUNYAN ROAD KEMPSTON BEDFORD BEDS MK42 8HP Genl needs House 3 102.86 102.86 NAT MV-STT £77,367 £96,477ESP 15 08-Dec-09 0280200005 005 CAISTER ROAD BEDFORD BEDS BEDS MK41 0DF Genl needs House 4 118.04 118.04 NAT MV-STT £88,782 £115,773ESP 15 08-Dec-09 0325700300 003 CHILLINGHAM GREEN BEDFORD BEDS BEDS MK41 8HT Genl needs House 3 104.89 104.89 PAT MV-STT £78,886 £95,500ESP 15 08-Dec-09 6412003607 007 FOSTER WAY WOOTTON BEDFORD BEDS MK43 9ER Genl needs House 3 111.44 111.44 NAT MV-STT £83,804 £98,670ESP 15 08-Dec-09 7408000420 042 MAGNOLIA CLOSE KEMPSTON BEDFORD BEDS MK42 7RY Genl needs House 3 100.96 100.96 NAT MV-STT £75,930 £100,864ESP 15 08-Dec-09 2009003313 013 TOTNES CLOSE BEDFORD BEDS BEDS MK40 3AX Genl needs House 3 107.81 107.81 NAT MV-STT £81,082 £120,159ESP 15 08-Dec-09 2301003700 037 WARWICK AVENUE BEDFORD BEDS BEDS MK40 2EE Genl needs House 5 154.87 154.87 NAT MV-STT £116,000 £116,909ESP 14 08-Dec-09 0421007900 079 DUCHESS ROAD BEDFORD BEDS BEDS MK42 0SE Genl needs House 3 108.88 108.88 PAT MV-STT £83,262 £102,000ESP 14 08-Dec-09 7101000300 003 GALLOWAY CLOSE KEMPSTON BEDS BEDS MK42 7DX Genl needs House 3 100.96 100.96 NAT MV-STT £75,930 £100,864ESP 14 08-Dec-09 0725500010 010 GRESKINE CLOSE BEDFORD BEDS BEDS MK41 0NW Genl needs House 3 107.26 107.26 NAT MV-STT £80,668 £107,892ESP 14 08-Dec-09 0800801000 010 HAMSTERLEY CLOSE BEDFORD BEDS BEDS MK41 0BZ Genl needs House 3 105.65 105.65 NAT MV-STT £79,465 £107,892ESP 14 08-Dec-09 1313400002 002 MARYVILLE ROAD BEDFORD BEDS BEDS MK42 9PX Genl needs House 3 101.06 101.06 NAT MV-STT £76,006 £89,977ESP 14 08-Dec-09 1314006100 061 MEADWAY BEDFORD BEDS BEDS MK41 9HH Genl needs House 2 92.46 92.46 NAT MV-STT £69,538 £111,466ESP 14 08-Dec-09 1320700102 002 MILBURN ROAD BEDFORD BEDS BEDS MK41 0NY Genl needs House 3 103.06 103.06 NAT MV-STT £80,668 £107,892ESP 14 08-Dec-09 1800503400 034 RADNOR WALK BEDFORD BEDS BEDS MK41 0DB Genl needs House 3 107.26 107.26 NAT MV-STT £80,668 £107,892ESP 14 08-Dec-09 7527506800 068 NORTHDALE CLOSE KEMPSTON BEDFORD BEDS MK42 8NG Genl needs House 2 91.86 91.86 NAT MV-STT £69,087 £87,784ESP 14 08-Dec-09 7800000860 086 SPRUCE WALK KEMPSTON BEDFORD BEDS MK42 7LS Genl needs House 3 100.96 100.96 NAT MV-STT £75,930 £100,864ESP 14 08-Dec-09 6425047111 057 ST.MARY'S ROAD WOOTTON BEDS BEDS MK43 9HA Genl needs House 2 99.43 99.43 NAT MV-STT £74,772 £91,602ESP 14 08-Dec-09 6427040058 058 TITHE BARN ROAD WOOTTON BEDS BEDS MK43 9EZ Genl needs House 3 110.82 110.82 NAT MV-STT £83,804 £98,670ESP 16 08-Dec-09 3602001157 157 COOLIDGE GARDENS COTTENHAM CAMBS CAMBS CB4 8RH Genl needs House 3 110.89 110.89 NAT MV-STT £83,398 £133,727ESP 16 08-Dec-09 6140000610 061 LONG LANE WILLINGHAM CAMBS CAMBS CB4 5LD Genl needs House 3 108.31 108.31 NAT MV-STT £81,465 £115,489ESP 16 08-Dec-09 4600007000 007 MORDEN ROAD PAPWORTH

EVERARD CAMBS CAMBS CB23 8UN Genl needs House 2 97.70 97.70 NAT MV-STT £76,359 £127,823

ESP 16 08-Dec-09 3002666043 043 OTTER CLOSE BAR HILL CAMBS CAMBS CB3 8EA Genl needs House 3 138.46 138.46 NAT-aff MV-STT £81,465 £115,773ESP 16 08-Dec-09 6150000271 071 ROCKMILL END WILLINGHAM CAMBS CAMBS CB4 5HY Genl needs House 3 108.31 108.31 NAT MV-STT £81,465 £115,489ESP 21 08-Dec-09 0615000400 004 FOSTER HILL ROAD BEDFORD BEDS BEDS MK40 2EN Genl needs House 3 106.95 106.95 NAT MV-STT £78,239 £100,011ESP 21 08-Dec-09 1402000220 022 NEEDWOOD ROAD BEDFORD BEDS BEDS MK41 0BS Genl needs House 2 89.32 89.32 NAT MV-STT £72,200 £91,602ESP 21 08-Dec-09 5310031102 102 HIGH STREET SHARNBROOK BEDFORD BEDS MK44 1JG Genl needs House 3 104.94 104.94 NAT MV-STT £78,931 £114,148ESP 21 08-Dec-09 6425047219 019 ST.MARY'S ROAD WOOTTON BEDS BEDS MK43 9HB Genl needs House 2 99.43 99.43 NAT MV-STT £74,772 £107,932ESP 21 08-Dec-09 6906000500 005 DUDLEY CLOSE KEMPSTON BEDFORD BEDS MK42 7QQ Genl needs House 3 127.38 127.38 NAT MV-STT £77,367 £99,239ESP 21 08-Dec-09 7204003000 030 HARTER ROAD KEMPSTON BEDFORD BEDS MK42 7EY Genl needs House 4 112.12 112.12 PAT MV-STT £84,315 £92,750ESP 6 HALIFAX 08-Dec-09 0359000004 004 CUTCLIFFE PLACE BEDFORD BEDS BEDS MK40 4DF Genl needs House 4 117.57 117.57 NAT MV-STT £107,793 £199,659ESP 6 HALIFAX 08-Dec-09 1226003300 033 LUKE PLACE BEDFORD BEDS BEDS MK42 9XJ Genl needs House 3 101.35 101.35 NAT MV-STT £76,231 £89,977ESP 6 HALIFAX 08-Dec-09 1622010800 108 PILGRIMS WAY BEDFORD BEDS BEDS MK42 9TY Genl needs House 4 123.38 123.38 PAT MV-STT £90,000 £90,650ESP 6 HALIFAX 08-Dec-09 1912008700 087 ST.LEONARD'S ST BEDFORD BEDS BEDS MK42 9EG Genl needs House 3 96.40 96.40 NAT MV-STT £72,509 £89,977ESP 6 HALIFAX 08-Dec-09 2201050230 023 WANSBECK ROAD BEDFORD BEDS BEDS MK41 7AX Genl needs House 4 119.69 119.69 NAT MV-STT £90,023 £123,125ESP 6 HALIFAX 08-Dec-09 7101000200 002 GALLOWAY CLOSE KEMPSTON BEDFORD BEDS MK42 7DX Genl needs House 4 112.12 112.12 NAT MV-STT £84,315 £107,932ESP 6 HALIFAX 08-Dec-09 7505000400 004 MARDALE CLOSE KEMPSTON BEDFORD BEDS MK42 8JF Genl needs House 3 100.96 100.96 PAT MV-STT £75,930 £88,750ESP 6 HALIFAX 08-Dec-09 7801006800 068 ST.JOHN'S AVENUE KEMPSTON BEDFORD BEDS MK42 8JP Genl needs House 2 99.45 99.45 PAT MV-STT £74,795 £86,550ESP 7 HALIFAX 08-Dec-09 0205011300 113 BAMFORD ROAD BEDFORD BEDS BEDS MK42 0NH Genl needs House 3 102.93 102.93 NAT MV-STT £77,419 £106,307ESP 7 HALIFAX 08-Dec-09 0307002200 022 CARLISLE ROAD BEDFORD BEDS BEDS MK40 4HU Genl needs House 3 103.32 103.32 PAT MV-STT £77,698 £102,000ESP 7 HALIFAX 08-Dec-09 0349002300 023 COSTIN STREET BEDFORD BEDS BEDS MK40 1RD Genl needs House 2 91.27 91.27 NAT MV-STT £68,643 £94,186ESP 7 HALIFAX 08-Dec-09 1224002600 026 LOVELL ROAD BEDFORD BEDS BEDS MK42 0LR Genl needs House 2 94.82 94.82 NAT MV-STT £71,313 £87,118ESP 7 HALIFAX 08-Dec-09 1315100026 026 MERSEY WAY BRICKHILL BEDFORD BEDS MK41 7AZ Genl needs House 3 108.83 108.83 NAT MV-STT £81,849 £103,830ESP 7 HALIFAX 08-Dec-09 1509200001 001 OUSELAND ROAD BEDFORD BEDS BEDS MK40 4NX Genl needs House 2 90.39 90.39 NAT MV-STT £67,982 £116,057ESP 7 HALIFAX 08-Dec-09 6310001400 014 MORGANS CLOSE WILSHAMSTE

AD BEDFORD BEDS MK45 3EB Genl needs House 3 110.81 110.81 PAT MV-STT £80,000 £80,150

ESP 7 HALIFAX 08-Dec-09 7401000190 019 LOVAT WALK KEMPSTON BEDFORD BEDS MK42 7LU Genl needs House 3 118.15 118.15 NAT-aff MV-STT £75,930 £101,920REFURB 4 RENT HALIFAX 08-Dec-09 010400020B 002 A ADELAIDE SQUARE BEDFORD BEDS BEDS MK40 2RW Genl needs Flat 1

long lease nil value nil value £0

REFURB 4 RENT HALIFAX 08-Dec-09 010400020B 002 B ADELAIDE SQUARE BEDFORD BEDS BEDS MK40 2RW Genl needs House 4 125.60 125.60 NAT MV-STT £80,000 £80,000REFURB 4 RENT HALIFAX 08-Dec-09 0240160006 006 BRIDGE ROAD BEDFORD BEDS BEDS MK42 9LJ Genl needs House 3 105.51 105.51 NAT MV-STT £79,487 £106,307REFURB 4 RENT HALIFAX 08-Dec-09 0331000007 007 CHURCHVILLE ROAD BEDFORD BEDS BEDS MK42 9PT Genl needs House 3 95.88 95.88 NAT MV-STT £72,110 £89,977REFURB 4 RENT HALIFAX 08-Dec-09 0426000700 007 DUNVILLE ROAD BEDFORD BEDS BEDS MK40 4DY Genl needs House 2 88.91 88.91 NAT MV-STT £66,869 £89,977REFURB 4 RENT HALIFAX 08-Dec-09 0612300015 015 FIRBANK ROAD BEDFORD BEDS BEDS MK42 9LL Genl needs House 3 105.55 105.55 NAT MV-STT £79,487 £87,118REFURB 4 RENT HALIFAX 08-Dec-09 0819004100 041 HAZELWOOD ROAD BEDFORD BEDS BEDS MK42 0HN Genl needs House 2 94.82 94.82 NAT MV-STT £71,313 £89,977REFURB 4 RENT HALIFAX 08-Dec-09 1801002300 023 RALEIGH STREET BEDFORD BEDS BEDS MK40 4JS Genl needs House 3 107.50 107.50 NAT MV-STT £85,872 £103,830REFURB 4 RENT HALIFAX 08-Dec-09 1809000020 020 RIDGEMONT STREET BEDFORD BEDS BEDS MK42 9HR Genl needs House 3 95.88 95.88 NAT MV-STT £72,110 £94,186REFURB 4 RENT HALIFAX 08-Dec-09 1912002200 022 ST.LEONARD'S ST BEDFORD BEDS BEDS MK42 9BS Genl needs House 3 95.88 95.88 NAT MV-STT £72,110 £89,977REFURB 4 RENT HALIFAX 08-Dec-09 2325002000 020 WOBURN ROAD BEDFORD BEDS BEDS MK40 1EG Genl needs House 7 135.91 135.91 NAT MV-STT £89,000 £89,977BES 1 HALIFAX 08-Dec-09 6104000005 004 BELL CLOSE WESTONING BEDS BEDS MK45 5JB Genl needs House 3 111.67 111.67 NAT MV-STT £83,992 £143,477BES 1 HALIFAX 08-Dec-09 6400666100 010 WEATHERCOCK CL WOBURN

SANDS BEDS BEDS MK17 8ST Genl needs House 3 104.94 104.94 NAT MV-STT £78,931 £123,409

BES 1 HALIFAX 08-Dec-09 2902002200 022 RIDGEWAY ROAD BROGBOROUGH

BEDS BEDS MK43 0YA Genl needs House 3 111.67 111.67 NAT MV-STT £83,992 £119,307BES 1 HALIFAX 08-Dec-09 2550000500 005 EASTSIDE BEESTON BEDS BEDS SG19 1PH Genl needs House 3 111.67 111.67 NAT MV-STT £83,992 £95,160


BES 1 HALIFAX 08-Dec-09 0104777010 010 AIRE WALK BEDFORD BEDS BEDS MK41 7XU Genl needs House 4 115.45 115.45 AST MV-STT £91,347 £132,375BES 1 HALIFAX 08-Dec-09 0105003100 031 ALAMEIN AVENUE BEDFORD BEDS BEDS MK42 0DE Genl needs House 3 96.4 96.40 NAT MV-STT £72,509 £110,898BES 1 HALIFAX 08-Dec-09 0114000100 001 ALWEN WALK BEDFORD BEDS BEDS MK41 7AY Genl needs House 3 108.83 108.83 NAT MV-STT £81,849 £116,057BES 1 HALIFAX 08-Dec-09 0118002700 027 ARDEN WALK BEDFORD BEDS BEDS MK41 0AX Genl needs House 2 96 96.00 NAT MV-STT £72,200 £100,011BES 1 HALIFAX 08-Dec-09 0126100200 002 ATHOLL WALK BEDFORD BEDS BEDS MK41 0BG Genl needs House 4 113.02 113.02 NAT MV-STT £85,000 £115,773BES 1 HALIFAX 08-Dec-09 0128003100 031 AVON DRIVE BEDFORD BEDS BEDS MK41 7AG Genl needs House 2 95.82 95.82 NAT MV-STT £72,065 £108,989BES 1 HALIFAX 08-Dec-09 0218001000 010 BEECHDALE ROAD BEDFORD BEDS BEDS MK42 9NH Genl needs House 3 100.16 100.16 NAT MV-STT £75,336 £89,977BES 1 HALIFAX 08-Dec-09 0249400500 005 BRUTHWAITE GREEN BEDFORD BEDS BEDS MK41 0NH Genl needs House 3 107.26 107.26 NAT MV-STT £80,668 £107,892BES 1 HALIFAX 08-Dec-09 0249400600 006 BRUTHWAITE GREEN BEDFORD BEDS BEDS MK41 0NH Genl needs House 3 107.26 107.26 NAT MV-STT £80,668 £107,892BES 1 HALIFAX 08-Dec-09 0249402900 029 BRUTHWAITE GREEN BEDFORD BEDS BEDS MK41 0NH Genl needs House 4 133.69 133.69 NAT MV-STT £84,691 £115,773BES 1 HALIFAX 08-Dec-09 0312016800 168 CASTLE ROAD BEDFORD BEDS BEDS MK40 3SW Genl needs House 3 109.62 109.62 NAT MV-STT £82,435 £120,159BES 1 HALIFAX 08-Dec-09 0322400600 006 CHEPSTOW

GARDENS BEDFORD BEDS BEDS MK41 8PQ Genl needs House 3 109.15 109.15 NAT MV-STT £82,089 £103,830

BES 1 HALIFAX 08-Dec-09 0325001500 015 CHESTERTON MEWS BEDFORD BEDS BEDS MK40 2TB Genl needs House 2 94.70 94.70 NAT MV-STT £76,615 £92,170BES 1 HALIFAX 08-Dec-09 0351009300 093 COVENTRY ROAD BEDFORD BEDS BEDS MK40 4EJ Genl needs House 3 103.32 103.32 NAT MV-STT £77,698 £89,977BES 1 HALIFAX 08-Dec-09 0507002200 022 ELLIOTT CRESCENT BEDFORD BEDS BEDS MK41 0HL Genl needs House 3 104.89 104.89 NAT MV-STT £78,886 £94,186BES 1 HALIFAX 08-Dec-09 0507003200 032 ELLIOTT CRESCENT BEDFORD BEDS BEDS MK41 0HJ Genl needs House 3 104.89 104.89 NAT MV-STT £78,886 £107,892BES 1 HALIFAX 08-Dec-09 0507006300 063 ELLIOTT CRESCENT BEDFORD BEDS BEDS MK41 0HJ Genl needs House 3 104.89 104.89 NAT MV-STT £78,886 £107,892BES 1 HALIFAX 08-Dec-09 0513001200 012 EPPING WALK BEDFORD BEDS BEDS MK41 0BU Genl needs House 2 94.44 94.44 NAT MV-STT £71,027 £107,892BES 1 HALIFAX 08-Dec-09 0605007700 077 FALDO ROAD BEDFORD BEDS BEDS MK42 0EH Genl needs House 2 94.82 94.82 NAT MV-STT £71,313 £100,011BES 1 HALIFAX 08-Dec-09 0613601300 013 FLOWERDALE WALK BEDFORD BEDS BEDS MK41 0NX Genl needs House 3 107.26 107.26 NAT MV-STT £80,668 £103,830BES 1 HALIFAX 08-Dec-09 0713033400 334 GOLDINGTON ROAD BEDFORD BEDS BEDS MK41 9NS Genl needs House 2 95.82 95.82 NAT MV-STT £72,065 £107,892BES 1 HALIFAX 08-Dec-09 0800801800 018 HAMSTERLEY CLOSE BEDFORD BEDS BEDS MK41 0BZ Genl needs House 3 107.26 107.26 NAT MV-STT £80,668 £111,466BES 1 HALIFAX 08-Dec-09 0822001800 018 HERBRAND ROAD BEDFORD BEDS BEDS MK42 0SD Genl needs House 3 108.44 108.44 NAT MV-STT £81,555 £107,892BES 1 HALIFAX 08-Dec-09 0838002100 021 HOUGHTON ROAD BEDFORD BEDS BEDS MK42 9HQ Genl needs House 3 101.06 101.06 NAT MV-STT £76,006 £100,011BES 1 HALIFAX 08-Dec-09 0842013200 132 HOWBURY STREET BEDFORD BEDS BEDS MK40 3QS Genl needs House 3 107.81 107.81 NAT MV-STT £81,082 £89,977BES 1 HALIFAX 08-Dec-09 1103803100 031 KENILWORTH WALK BEDFORD BEDS BEDS MK41 8LL Genl needs House 3 104.89 104.89 NAT MV-STT £78,886 £120,159BES 1 HALIFAX 08-Dec-09 1105603700 037 KERSHOPE CLOSE BEDFORD BEDS BEDS MK41 0AQ Genl needs House 3 118.55 118.55 NAT-aff MV-STT £80,668 £103,830BES 1 HALIFAX 08-Dec-09 1310011700 117 MARLBOROUGH

ROAD BEDFORD BEDS BEDS MK40 4LE Genl needs House 3 105.5 105.50 NAT MV-STT £85,872 £107,892

BES 1 HALIFAX 08-Dec-09 1333000200 002 MOWBRAY ROAD BEDFORD BEDS BEDS MK42 9UH Genl needs House 3 101.35 101.35 NAT MV-STT £76,231 £94,186BES 1 HALIFAX 08-Dec-09 1611003400 034 PEARCEY ROAD BEDFORD BEDS BEDS MK42 9LZ Genl needs House 3 110.77 110.77 NAT MV-STT £79,487 £89,977BES 1 HALIFAX 08-Dec-09 1625000100 001 POWIS ROAD BEDFORD BEDS BEDS MK41 0DQ Genl needs House 3 109.15 109.15 PAT MV-STT £82,089 £82,750BES 1 HALIFAX 08-Dec-09 1702003100 031 QUEEN STREET BEDFORD BEDS BEDS MK40 2HT Genl needs House 3 106.84 106.84 NAT MV-STT £80,668 £107,892BES 1 HALIFAX 08-Dec-09 1705023200 232 QUEENS DRIVE BEDFORD BEDS BEDS MK41 9HP Genl needs House 2 96 96.00 NAT MV-STT £72,200 £99,239BES 1 HALIFAX 08-Dec-09 1800501600 016 RADNOR WALK BEDFORD BEDS BEDS MK41 0DB Genl needs House 3 107.26 107.26 NAT MV-STT £80,668 £111,466BES 1 HALIFAX 08-Dec-09 1814000500 005 THE RISINGS BEDFORD BEDS BEDS MK41 9HL Genl needs House 3 104.89 104.89 NAT MV-STT £78,886 £107,892BES 1 HALIFAX 08-Dec-09 1824501700 017 ROSSENDALE WALK BEDFORD BEDS BEDS MK41 0BE Genl needs House 3 107.26 107.26 NAT MV-STT £80,668 £118,534BES 1 HALIFAX 08-Dec-09 1912004800 048 ST.LEONARD'S

STREET BEDFORD BEDS BEDS MK42 9EQ Genl needs House 3 95.88 95.88 NAT MV-STT £72,110 £118,534

BES 1 HALIFAX 08-Dec-09 1912005200 052 ST.LEONARD'S STREET

BEDFORD BEDS BEDS MK42 9EQ Genl needs House 3 95.88 95.88 NAT MV-STT £72,110 £120,159BES 1 HALIFAX 08-Dec-09 1912006100 061 ST.LEONARD'S

STREET BEDFORD BEDS BEDS MK42 9EG Genl needs House 2 106.59 106.59 NAT MV-STT £66,229 £89,977


BEDFORD BEDS BEDS MK42 9EQ Genl needs House 2 90.13 90.13 NAT MV-STT £67,794 £89,977BES 1 HALIFAX 08-Dec-09 1920001000 010 SALCOMBE CLOSE BEDFORD BEDS BEDS MK40 3BA Genl needs House 3 107.81 107.81 NAT MV-STT £81,082 £89,977BES 1 HALIFAX 08-Dec-09 1933000400 004 SHERWOOD WALK BEDFORD BEDS BEDS MK41 0BP Genl needs House 2 108.49 108.49 NAT MV-STT £72,200 £82,909BES 1 HALIFAX 08-Dec-09 2000800800 008 STRATHCONON ROAD BEDFORD BEDS BEDS MK41 0NF Genl needs House 2 96 96.00 NAT MV-STT £72,200 £120,159BES 1 HALIFAX 08-Dec-09 2001401400 014 SUDELEY WALK BEDFORD BEDS BEDS MK41 8HS Genl needs House 3 115.81 115.81 NAT MV-STT £87,105 £100,011BES 1 HALIFAX 08-Dec-09 2201001400 014 VICARS WALK BEDFORD BEDS BEDS MK41 9HG Genl needs House 3 104.89 104.89 NAT MV-STT £78,886 £92,170BES 1 HALIFAX 08-Dec-09 2318010700 107 WINCHESTER ROAD BEDFORD BEDS BEDS MK42 0SA Genl needs House 3 105.78 105.78 NAT MV-STT £83,262 £100,011BES 1 HALIFAX 08-Dec-09 2325002600 026 WOBURN ROAD BEDFORD BEDS BEDS MK40 1EG Genl needs House 5 130.01 130.01 NAT MV-STT £103,000 £103,830BES 1 HALIFAX 08-Dec-09 2505500600 006 CHAPELFIELD GREAT

BARFORD BEDS BEDS MK44 3JP Genl needs House 3 108.62 108.62 NAT MV-STT £81,698 £118,534

BES 1 HALIFAX 08-Dec-09 3207004100 041 BRIDLE DRIVE CLAPHAM BEDS BEDS MK41 6BB Genl needs House 3 105.28 105.28 NAT MV-STT £82,443 £110,898BES 1 HALIFAX 08-Dec-09 3250000500 005 TINSLEY CLOSE CLAPHAM BEDS BEDS MK41 6HJ Genl needs House 2 101 101.00 NAT MV-STT £75,960 £112,239BES 1 HALIFAX 08-Dec-09 3311017005 015 LITTLE STAUGHTON

ROAD COLMWORTH BEDS BEDS MK44 2LB Genl needs House 3 123.7 123.70 NAT-aff MV-STT £80,488 £109,273

BES 1 HALIFAX 08-Dec-09 3611900100 035 SOUTH DRIVE SHORTSTOWN

BEDS BEDS MK42 0UD Genl needs House 3 121.85 121.85 NAT MV-STT £80,668 £100,011BES 1 HALIFAX 08-Dec-09 3629001100 011 STIRLING ROAD SHORTSTOW

N BEDS BEDS MK42 0TX Genl needs House 2 92.2 92.20 NAT MV-STT £69,335 £92,561

BES 1 HALIFAX 08-Dec-09 5105004007 017 CHURCH LANE RISELEY BEDS BEDS MK44 1EL Genl needs House 3 107.26 107.26 NAT MV-STT £80,668 £113,766BES 1 HALIFAX 08-Dec-09 5120001010 010 WELLS ROAD RISELEY BEDS BEDS MK44 1DY Genl needs House 3 109.03 109.03 NAT MV-STT £82,007 £110,898BES 1 HALIFAX 08-Dec-09 5322035040 004 STILEMAN WAY SHARNBROOK BEDS BEDS MK44 1HX Genl needs House 3 104.94 104.94 NAT MV-STT £78,931 £103,830BES 1 HALIFAX 08-Dec-09 5331000500 005 TOWNSEND ROAD SHARNBROOK BEDS BEDS MK44 1HY Genl needs House 3 104.94 104.94 NAT MV-STT £78,931 £114,148BES 1 HALIFAX 08-Dec-09 6310000700 007 MORGANS CLOSE WILSHAMSTE

AD BEDS BEDS MK45 3EB Genl needs House 3 112.33 112.33 AST MV-STT £86,000 £122,898

BES 1 HALIFAX 08-Dec-09 6426001200 012 THORPE WAY WOOTTON BEDS BEDS MK43 9ES Genl needs House 3 112.65 112.65 NAT MV-STT £85,300 £114,148BES 1 HALIFAX 08-Dec-09 6904004800 048 DITMAS AVENUE KEMPSTON BEDFORD BEDS MK42 7DP Genl needs House 3 100.96 100.96 NAT MV-STT £75,930 £114,148BES 1 HALIFAX 08-Dec-09 7207001170 117 HILLGROUNDS ROAD KEMPSTON BEDFORD BEDS MK42 8RD Genl needs House 3 100.96 100.96 NAT MV-STT £75,930 £101,920BES 1 HALIFAX 08-Dec-09 7207009100 091 HILLGROUNDS ROAD KEMPSTON BEDFORD BEDS MK42 8QP Genl needs House 2 91.86 91.86 NAT MV-STT £69,087 £98,670BES 1 HALIFAX 08-Dec-09 7506001320 132 MARGETTS ROAD KEMPSTON BEDFORD BEDS MK42 8DU Genl needs House 2 97.89 97.89 NAT MV-STT £73,622 £100,864BES 1 HALIFAX 08-Dec-09 7870003300 033 THIRLMERE ROAD KEMPSTON BEDFORD BEDS MK42 8HG Genl needs House 3 102.86 102.86 NAT MV-STT £77,367 £96,477BES 1 HALIFAX 08-Dec-09 8204002900 029 WHITEBEAM CLOSE KEMPSTON BEDFORD BEDS MK42 7RN Genl needs House 3 102.86 102.86 NAT MV-STT £77,367 £87,784BES 2 HALIFAX 08-Dec-09 2608001400 014 FAIRLANDS BIGGLESWAD

E BEDS BEDS SG18 0BX Genl needs House 3 108.65 108.65 NAT MV-STT £83,067 £106,591

BES 2 HALIFAX 08-Dec-09 2608080030 030 ANNE STREET BIGGLESWADE

BEDS BEDS SG18 0DD Genl needs House 3 108.05 108.05 NAT MV-STT £84,518 £106,591BES 2 HALIFAX 08-Dec-09 2853330110 011 WREN CLOSE FLITWICK BEDS BEDS MK45 1NA Genl needs House 2 97.97 97.97 NAT MV-STT £73,689 £79,375BES 2 HALIFAX 08-Dec-09 3408003035 035 JARDINE WAY DUNSTABLE BEDS BEDS LU5 4AU Genl needs House 3 108.82 108.82 NAT MV-STT £81,849 £108,216BES 2 HALIFAX 08-Dec-09 3408444122 122 NORTHFIELDS DUNSTABLE BEDS BEDS LU5 5AN Genl needs House 3 108.82 108.82 NAT MV-STT £81,849 £113,864BES 2 HALIFAX 08-Dec-09 3610466052 052 MILLARDS CLOSE CRANFIELD BEDS BEDS MK43 0HJ Genl needs House 3 104.94 104.94 NAT MV-STT £78,931 £119,307BES 2 HALIFAX 08-Dec-09 3807266012 012 GRAVEL PIT ROAD FLITWICK BEDS BEDS MK45 1JX Genl needs House 3 111.69 111.69 NAT MV-STT £84,007 £86,443BES 2 HALIFAX 08-Dec-09 3935666015 015 ALMERS CLOSE HOUGHTON

CONQUEST BEDS BEDS MK45 3LG Genl needs House 2 93.75 93.75 NAT MV-STT £70,516 £94,852

BES 2 HALIFAX 08-Dec-09 4109788102 102 WYNGATES LEIGHTON BUZZARD

BEDS BEDS LU7 2LE Genl needs House 3 134.77 134.77 NAT-aff MV-STT £84,812 £119,591BES 2 HALIFAX 08-Dec-09 4201886400 064 DURHAM ROAD LUTON BEDS BEDS LU2 0RD Genl needs House 3 107.26 107.26 NAT MV-STT £80,668 £126,375BES 2 HALIFAX 08-Dec-09 5228007500 075 LABURNUM ROAD SANDY BEDS BEDS SG19 1HY Genl needs House 3 109.08 109.08 NAT MV-STT £82,037 £95,160BES 2 HALIFAX 08-Dec-09 5503001603 003 CROMWELL COURT EYNESBURY ST.NEOTS CAMBS PE19 2NZ Genl needs House 2 86.97 86.97 NAT MV-STT £65,410 £90,261BES 2 HALIFAX 08-Dec-09 5503001604 004 CROMWELL COURT EYNESBURY ST.NEOTS CAMBS PE19 2NZ Genl needs House 2 86.97 86.97 NAT MV-STT £65,410 £90,261BES 2 HALIFAX 08-Dec-09 5503001605 005 CROMWELL COURT EYNESBURY ST.NEOTS CAMBS PE19 2NZ Genl needs House 2 83.99 83.99 NAT MV-STT £65,410 £90,261BES 2 HALIFAX 08-Dec-09 5503001606 006 CROMWELL COURT EYNESBURY ST.NEOTS CAMBS PE19 2NZ Genl needs House 2 86.97 86.97 NAT MV-STT £65,410 £90,261


BES 2 HALIFAX 08-Dec-09 5503001607 007 CROMWELL COURT EYNESBURY ST NEOTS CAMBS PE19 2NZ Genl needs House 2 86.97 86.97 NAT MV-STT £63,439 £90,261BES 2 HALIFAX 08-Dec-09 5503001608 008 CROMWELL COURT EYNESBURY ST NEOTS CAMBS PE19 2NZ Genl needs House 2 83.99 83.99 NAT MV-STT £65,410 £90,261BES 2 HALIFAX 08-Dec-09 5800666143 143 VAUGHAN ROAD STOTFOLD HITCHEN HERTS SG5 4EW Genl needs House 3 117.81 117.81 NAT MV-STT £88,602 £120,345BES 2 HALIFAX 08-Dec-09 0103001100 011 ADDINGTON CLOSE BEDFORD BEDS BEDS MK41 9SP Genl needs House 3 107.81 107.81 NAT MV-STT £81,082 £118,534BES 2 HALIFAX 08-Dec-09 0180001800 018 BALLINGHALL CLOSE BEDFORD BEDS BEDS MK41 0AB Genl needs House 3 104.89 104.89 NAT MV-STT £78,886 £107,892BES 2 HALIFAX 08-Dec-09 0205009300 093 BAMFORD ROAD BEDFORD BEDS BEDS MK42 0NH Genl needs House 3 102.93 102.93 NAT MV-STT £77,419 £110,898BES 2 HALIFAX 08-Dec-09 0206003000 030 BARFORD AVENUE BEDFORD BEDS BEDS MK42 0DS Genl needs House 3 99.41 99.41 NAT MV-STT £82,007 £110,898BES 2 HALIFAX 08-Dec-09 0211003100 031 BATTISON STREET BEDFORD BEDS BEDS MK40 1QU Genl needs House 2 94.70 94.70 NAT MV-STT £72,433 £89,409BES 2 HALIFAX 08-Dec-09 0237900600 006 BRERETON ROAD BEDFORD BEDS BEDS MK40 1HU Genl needs House 3 105.38 105.38 NAT MV-STT £81,082 £96,477BES 2 HALIFAX 08-Dec-09 0251000500 005 BUNYAN ROAD BEDFORD BEDS BEDS MK42 9JB Genl needs House 3 95.29 95.29 NAT MV-STT £72,110 £89,977BES 2 HALIFAX 08-Dec-09 0328017500 175 CHURCH LANE BEDFORD BEDS BEDS MK41 0PF Genl needs House 3 107.26 107.26 NAT MV-STT £80,668 £107,892BES 2 HALIFAX 08-Dec-09 0356000500 005 CRICKET LANE BEDFORD BEDS BEDS MK41 9NP Genl needs House 3 104.89 104.89 PAT MV-STT £78,886 £109,000BES 2 HALIFAX 08-Dec-09 0414003600 036 DENTS ROAD BEDFORD BEDS BEDS MK42 0QP Genl needs House 3 102.95 102.95 NAT MV-STT £77,434 £110,898BES 2 HALIFAX 08-Dec-09 0414004000 040 DENTS ROAD BEDFORD BEDS BEDS MK42 0QP Genl needs House 2 94.82 94.82 NAT MV-STT £71,313 £103,830BES 2 HALIFAX 08-Dec-09 0421002200 022 DUCHESS ROAD BEDFORD BEDS BEDS MK42 0SH Genl needs House 3 108.44 108.44 PAT MV-STT £81,555 £102,000BES 2 HALIFAX 08-Dec-09 0610012300 123 FENLAKE ROAD BEDFORD BEDS BEDS MK42 0EU Genl needs House 2 87.84 87.84 NAT MV-STT £71,313 £103,830BES 2 HALIFAX 08-Dec-09 0612002800 028 FIELDSIDE BEDFORD BEDS BEDS MK41 0HD Genl needs House 2 89.32 89.32 NAT MV-STT £69,538 £100,011BES 2 HALIFAX 08-Dec-09 0613601900 019 FLOWERDALE WALK BEDFORD BEDS BEDS MK41 0PP Genl needs House 3 105.65 105.65 NAT MV-STT £79,465 £107,892BES 2 HALIFAX 08-Dec-09 0613800900 009 FONTWELL CLOSE BEDFORD BEDS BEDS MK40 3UR Genl needs House 3 107.81 107.81 NAT MV-STT £81,082 £120,159BES 2 HALIFAX 08-Dec-09 0835007700 077 HONEY HILL ROAD BEDFORD BEDS BEDS MK40 4NZ Genl needs House 3 108.27 108.27 NAT MV-STT £85,872 £94,186BES 2 HALIFAX 08-Dec-09 1101001400 014 KATHIE ROAD BEDFORD BEDS BEDS MK42 0QJ Genl needs House 3 109.03 109.03 NAT MV-STT £82,007 £110,898BES 2 HALIFAX 08-Dec-09 1103002600 026 KENILWORTH WALK BEDFORD BEDS BEDS MK41 8LL Genl needs House 3 104.89 104.89 NAT MV-STT £78,886 £103,830BES 2 HALIFAX 08-Dec-09 1105601200 012 KERSHOPE CLOSE BEDFORD BEDS BEDS MK41 0AQ Genl needs House 4 112.61 112.61 NAT MV-STT £84,691 £115,773BES 2 HALIFAX 08-Dec-09 1105602700 027 KERSHOPE CLOSE BEDFORD BEDS BEDS MK41 0AQ Genl needs House 3 105.65 105.65 NAT MV-STT £79,465 £107,892BES 2 HALIFAX 08-Dec-09 1209706200 062 LEIGHFIELD CLOSE BEDFORD BEDS BEDS MK41 0AG Genl needs House 3 105.65 105.65 NAT MV-STT £79,465 £107,892BES 2 HALIFAX 08-Dec-09 1303008400 084 MALLARD HILL BEDFORD BEDS BEDS MK41 7QT Genl needs House 3 108.83 108.83 NAT MV-STT £81,849 £116,057BES 2 HALIFAX 08-Dec-09 1332001800 018 MOUNT DRIVE BEDFORD BEDS BEDS MK41 8HX Genl needs House 3 115.81 115.81 NAT MV-STT £87,105 £103,830BES 2 HALIFAX 08-Dec-09 1402017900 179 NEEDWOOD ROAD BEDFORD BEDS BEDS MK41 0DL Genl needs House 2 96.00 96.00 PAT MV-STT £72,200 £92,000BES 2 HALIFAX 08-Dec-09 1408002200 022 NEWTON ROAD BEDFORD BEDS BEDS MK42 9NA Genl needs House 3 105.22 105.22 NAT MV-STT £79,487 £89,977BES 2 HALIFAX 08-Dec-09 1505013100 131 OLD FORD END ROAD BEDFORD BEDS BEDS MK40 4NG Genl needs House 3 109.07 109.07 NAT MV-STT £85,872 £94,186BES 2 HALIFAX 08-Dec-09 1634440040 004 PURBECK CLOSE BEDFORD BEDS BEDS MK41 9LT Genl needs House 3 104.89 104.89 PAT MV-STT £78,886 £109,000BES 2 HALIFAX 08-Dec-09 1828004100 041 ROUNDMEAD BEDFORD BEDS BEDS MK41 9JB Genl needs House 3 104.89 104.89 NAT MV-STT £78,886 £108,989BES 2 HALIFAX 08-Dec-09 1912005100 051 ST.LEONARD'S

STREET BEDFORD BEDS BEDS MK42 9EG Genl needs House 2 87.84 87.84 NAT MV-STT £66,229 £118,534


BEDFORD BEDS BEDS MK42 9EG Genl needs House 2 88.06 88.06 NAT MV-STT £66,229 £82,909BES 2 HALIFAX 08-Dec-09 2007500400 004 TINTAGEL WALK BEDFORD BEDS BEDS MK41 8ND Genl needs House 2 100.73 100.73 AST MV-STT £75,757 £88,909BES 2 HALIFAX 08-Dec-09 2015000100 001 TURNPIKE WAY BEDFORD BEDS BEDS MK41 0EX Genl needs House 3 104.89 104.89 NAT MV-STT £78,886 £96,761BES 2 HALIFAX 08-Dec-09 2316002500 025 THE WHARFE BRICKHILL BEDS BEDS MK41 7XP Genl needs House 3 108.83 108.83 NAT MV-STT £81,849 £107,892BES 2 HALIFAX 08-Dec-09 2318010520 052 WINCHESTER ROAD BEDFORD BEDS BEDS MK42 0RZ Genl needs House 3 104.84 104.84 NAT MV-STT £81,555 £116,057BES 2 HALIFAX 08-Dec-09 2318010900 109 WINCHESTER ROAD BEDFORD BEDS BEDS MK42 0SA Genl needs House 3 104.43 104.43 NAT MV-STT £83,262 £110,898BES 2 HALIFAX 08-Dec-09 2513000300 003 PYMS CLOSE GREAT

BARFORD BEDS BEDS MK44 3HY Genl needs House 3 110.64 110.64 NAT MV-STT £83,217 £110,898

BES 2 HALIFAX 08-Dec-09 3209040110 110 HIGHBURY GROVE CLAPHAM BEDS BEDS MK41 6DX Genl needs House 3 111.51 111.51 NAT MV-STT £83,872 £109,273BES 2 HALIFAX 08-Dec-09 3311017009 019 LITTLE STAUGHTON

ROAD COLMWORTH BEDS BEDS MK44 2LB Genl needs House 3 109.60 109.60 NAT MV-STT £82,428 £100,011

BES 2 HALIFAX 08-Dec-09 3311017010 020 LITTLE STAUGHTON ROAD

COLMWORTH BEDS BEDS MK44 2LB Genl needs House 3 109.60 109.60 NAT MV-STT £82,428 £113,766BES 2 HALIFAX 08-Dec-09 361000620A 063 A WOOD LANE COTTON END BEDS BEDS MK45 3AP Genl needs House 3 109.85 109.85 NAT MV-STT £82,616 £113,766BES 2 HALIFAX 08-Dec-09 3627000800 008 LINCOLN ROAD SHORTSTOW

N BEDS BEDS MK42 0UX Genl needs House 2 92.20 92.20 NAT MV-STT £69,335 £101,920

BES 2 HALIFAX 08-Dec-09 5708009100 091 ALEXANDER CLOSE STEWARTBY BEDS BEDS MK43 9LT Genl needs House 3 118.01 118.01 NAT MV-STT £76,780 £103,830BES 2 HALIFAX 08-Dec-09 5716004800 048 CHURCHILL CLOSE STEWARTBY BEDS BEDS MK43 9LU Genl needs House 3 100.80 100.80 NAT MV-STT £75,802 £98,670BES 2 HALIFAX 08-Dec-09 5902005039 028 THE CLOSE THURLEIGH BEDS BEDS MK44 2DT Genl needs House 2 96.29 96.29 NAT MV-STT £72,426 £98,670BES 2 HALIFAX 08-Dec-09 6424440006 006 STEWART COURT WOOTTON BEDS BEDS MK43 9PH Genl needs House 2 98.32 98.32 PAT MV-STT £74,772 £98,150BES 2 HALIFAX 08-Dec-09 6601002600 026 ABBOTT CRESCENT KEMPSTON BEDFORD BEDS MK42 7QJ Genl needs House 2 91.86 91.86 NAT MV-STT £69,087 £110,045BES 2 HALIFAX 08-Dec-09 6701007700 077 BALLIOL ROAD KEMPSTON BEDFORD BEDS MK42 7ET Genl needs House 2 91.86 91.86 NAT MV-STT £69,087 £93,795BES 2 HALIFAX 08-Dec-09 6805003400 034 CATER STREET KEMPSTON BEDFORD BEDS MK42 8DR Genl needs House 3 107.26 107.26 NAT MV-STT £80,668 £93,795BES 2 HALIFAX 08-Dec-09 6807701700 017 CHURCH WALK KEMPSTON BEDFORD BEDS MK42 7BL Genl needs House 3 107.26 107.26 NAT MV-STT £80,668 £96,477BES 2 HALIFAX 08-Dec-09 6904005500 055 DITMAS AVENUE KEMPSTON BEDFORD BEDS MK42 7DR Genl needs House 4 112.50 112.50 NAT MV-STT £84,609 £100,864BES 2 HALIFAX 08-Dec-09 7205001800 018 HASTINGS ROAD KEMPSTON BEDFORD BEDS MK42 7EZ Genl needs House 4 112.12 112.12 PAT MV-STT £84,315 £99,250BES 2 HALIFAX 08-Dec-09 7401000420 042 LOVAT WALK KEMPSTON BEDFORD BEDS MK42 7LX Genl needs House 3 100.96 100.96 NAT MV-STT £75,930 £107,932BES 2 HALIFAX 08-Dec-09 7406001500 015 THE LINKS KEMPSTON BEDFORD BEDS MK42 7LB Genl needs House 3 107.26 107.26 NAT MV-STT £80,668 £100,864BES 2 HALIFAX 08-Dec-09 7406104800 048 LITTLEDALE STREET KEMPSTON BEDFORD BEDS MK42 8PH Genl needs House 3 107.26 107.26 NAT MV-STT £80,668 £100,864BES 2 HALIFAX 08-Dec-09 7527502600 026 NORTHDALE CLOSE KEMPSTON BEDFORD BEDS MK42 8NG Genl needs House 2 101.54 101.54 NAT MV-STT £69,087 £96,477BES 2 HALIFAX 08-Dec-09 7806013700 137 SPRING ROAD KEMPSTON BEDFORD BEDS MK42 8NR Genl needs House 3 102.86 102.86 NAT MV-STT £77,367 £87,784BES 2 HALIFAX 08-Dec-09 7902003700 037 THORNTON STREET KEMPSTON BEDFORD BEDS MK42 8PD Genl needs House 3 107.26 107.26 AST MV-STT £80,668 £103,977BES 2 HALIFAX 08-Dec-09 8204900080 008 WHITELODGE CLOSE KEMPSTON BEDFORD BEDS MK42 7ED Genl needs House 3 102.86 102.86 NAT MV-STT £77,367 £96,477BES 2 HALIFAX 08-Dec-09 8207011200 112 WILLIAMSON ROAD KEMPSTON BEDFORD BEDS MK42 7HL Genl needs House 4 112.12 112.12 PAT MV-STT £84,315 £92,750BES 1 HALIFAX 08-Dec-09 0835305400 054 HONEYSUCKLE WAY BEDFORD BEDS BEDS MK41 0TF Genl needs House 2 116.11 116.11 NAT MV-STT £71,869 £110,898BES 1 HALIFAX 08-Dec-09 0835305600 056 HONEYSUCKLE WAY BEDFORD BEDS BEDS MK41 0TF Genl needs House 2 95.31 95.31 NAT MV-STT £71,869 £100,011BES 1 HALIFAX 08-Dec-09 0835305800 058 HONEYSUCKLE WAY BEDFORD BEDS BEDS MK41 0TF Genl needs House 2 95.31 95.31 NAT MV-STT £71,869 £100,011HAG 93 OFF THE SHELF 08-Dec-09 7801007100 071 ST.JOHN'S AVENUE KEMPSTON BEDS MK42 8ET Genl needs Flat 4 106.07 106.07 NAT MV-STT £82,022 £90,261ESP 4 BATCH 1 08-Dec-09 0113001300 013 ALTHORPE STREET BEDFORD BEDS BEDS MK42 9HF Genl needs House 3 96.40 96.40 NAT MV-STT £72,509 £118,534ESP 4 BATCH 1 08-Dec-09 0130005600 056 AYLESBURY ROAD BEDFORD BEDS BEDS MK41 9QD Genl needs House 3 107.81 107.81 AST MV-STT £81,082 £101,686ESP 4 BATCH 1 08-Dec-09 0210002900 029 BARTON ROAD BEDFORD BEDS BEDS MK42 0NA Genl needs House 3 104.48 104.48 PAT MV-STT £78,585 £86,650ESP 4 BATCH 1 08-Dec-09 0211000600 006 BATTISON STREET BEDFORD BEDS BEDS MK40 1QU Genl needs House 2 91.27 91.27 NAT MV-STT £68,643 £108,989ESP 4 BATCH 1 08-Dec-09 0225700900 009 BIRSE GREEN BEDFORD BEDS BEDS MK41 0NL Genl needs House 3 106.04 106.04 NAT MV-STT £80,668 £90,261ESP 4 BATCH 1 08-Dec-09 0226001900 019 BLUNDELL PLACE BEDFORD BEDS BEDS MK42 9XB Genl needs House 3 101.35 101.35 NAT MV-STT £76,231 £116,057ESP 4 BATCH 1 08-Dec-09 0228003400 034 THE BOUNDARY BEDFORD BEDS BEDS MK41 9HA Genl needs House 3 104.89 104.89 NAT MV-STT £78,886 £87,118ESP 4 BATCH 1 08-Dec-09 0249402000 020 BRUTHWAITE GREEN BEDFORD BEDS BEDS MK41 0NH Genl needs House 3 107.26 107.26 NAT MV-STT £80,668 £118,534ESP 4 BATCH 1 08-Dec-09 0251000300 003 BUNYAN ROAD BEDFORD BEDS BEDS MK42 9JB Genl needs House 2 88.06 88.06 NAT MV-STT £66,229 £101,920ESP 4 BATCH 1 08-Dec-09 0347002900 029 CORNLAND BEDFORD BEDS BEDS MK41 8HZ Genl needs House 2 96.00 96.00 NAT MV-STT £72,200 £100,864ESP 4 BATCH 1 08-Dec-09 0351002300 023 COVENTRY ROAD BEDFORD BEDS BEDS MK40 4EQ Genl needs House 3 107.07 107.07 NAT MV-STT £85,872 £100,864ESP 4 BATCH 1 08-Dec-09 0610012500 125 FENLAKE ROAD BEDFORD BEDS BEDS MK42 0EU Genl needs House 2 98.98 98.98 NAT MV-STT £71,313 £96,477ESP 4 BATCH 1 08-Dec-09 0808010900 109 HARROWDEN ROAD BEDFORD BEDS BEDS MK42 0RT Genl needs House 3 108.39 108.39 PAT MV-STT £83,262 £88,750


ESP 4 BATCH 1 08-Dec-09 0808016700 167 HARROWDEN ROAD BEDFORD BEDS BEDS MK42 0RU Genl needs House 3 109.46 109.46 PAT MV-STT £80,000 £80,750ESP 4 BATCH 1 08-Dec-09 0825000700 007 HICKLING CLOSE BEDFORD BEDS BEDS MK40 4NA Genl needs House 3 108.61 108.61 NAT MV-STT £85,872 £96,477ESP 4 BATCH 1 08-Dec-09 0825002000 020 HICKLING CLOSE BEDFORD BEDS BEDS MK40 4NA Genl needs House 3 108.32 108.32 NAT MV-STT £85,872 £87,784ESP 4 BATCH 1 08-Dec-09 0846660084 084 IDDESLEIGH ROAD QUEENS

PARK BEDFORD BEDS MK40 4LL Genl needs House 3 108.40 108.40 NAT MV-STT £85,872 £100,864

ESP 4 BATCH 2 08-Dec-09 0905001700 017 IVEL CLOSE BEDFORD BEDS BEDS MK41 7EJ Genl needs House 2 95.82 95.82 NAT MV-STT £72,065 £110,898ESP 4 BATCH 2 08-Dec-09 1102000400 004 KELVIN AVENUE BEDFORD BEDS BEDS MK42 9SA Genl needs House 3 105.50 105.50 NAT MV-STT £79,487 £94,186ESP 4 BATCH 2 08-Dec-09 1215000500 005 LINKWAY BEDFORD BEDS BEDS MK41 9HF Genl needs House 3 104.89 104.89 NAT MV-STT £78,886 £110,898ESP 4 BATCH 2 08-Dec-09 1314004800 048 MEADWAY BEDFORD BEDS BEDS MK41 9HJ Genl needs House 3 104.89 104.89 NAT MV-STT £78,886 £94,186ESP 4 BATCH 2 08-Dec-09 1320702600 026 MILBURN ROAD BEDFORD BEDS BEDS MK41 0NZ Genl needs House 3 107.26 107.26 NAT MV-STT £80,668 £89,977ESP 4 BATCH 2 08-Dec-09 1402002500 025 NEEDWOOD ROAD BEDFORD BEDS BEDS MK41 0BS Genl needs House 2 96.00 96.00 NAT MV-STT £72,200 £82,381ESP 4 BATCH 2 08-Dec-09 1402003700 037 NEEDWOOD ROAD BEDFORD BEDS BEDS MK41 0PT Genl needs House 3 107.26 107.26 NAT MV-STT £80,668 £82,381ESP 4 BATCH 2 08-Dec-09 1402016000 160 NEEDWOOD ROAD BEDFORD BEDS BEDS MK41 0PX Genl needs House 2 96.00 96.00 NAT MV-STT £72,200 £90,261ESP 4 BATCH 2 08-Dec-09 1617301000 010 PETTERIL WALK BRICKHILL BEDFORD BEDS MK41 7XJ Genl needs House 3 108.83 108.83 NAT MV-STT £81,849 £94,186ESP 4 BATCH 2 08-Dec-09 1705016400 164 QUEENS DRIVE BEDFORD BEDS BEDS MK41 9JG Genl needs House 2 96.00 96.00 NAT MV-STT £72,200 £94,186ESP 4 BATCH 2 08-Dec-09 1800502100 021 RADNOR WALK BEDFORD BEDS BEDS MK41 0DB Genl needs House 3 107.26 107.26 NAT MV-STT £80,668 £109,273ESP 4 BATCH 2 08-Dec-09 1806600600 006 RENDLESHAM WALK BEDFORD BEDS BEDS MK41 0AE Genl needs House 3 107.26 107.26 NAT MV-STT £80,668 £101,920ESP 4 BATCH 2 08-Dec-09 1820006800 068 ROOKSMEAD BEDFORD BEDS BEDS MK41 7QY Genl needs House 3 108.83 108.83 NAT MV-STT £81,849 £96,477ESP 4 BATCH 2 08-Dec-09 1820007200 072 ROOKSMEAD BEDFORD BEDS BEDS MK41 7QY Genl needs House 3 108.83 108.83 NAT MV-STT £81,849 £96,477ESP 4 BATCH 2 08-Dec-09 1828005700 057 ROUNDMEAD BEDFORD BEDS BEDS MK41 9HY Genl needs House 3 104.89 104.89 NAT MV-STT £78,886 £91,399ESP 4 BATCH 2 08-Dec-09 1919000200 002 ST.PAULS ROAD BEDFORD BEDS BEDS MK40 4NT Genl needs House 3 107.95 107.95 NAT MV-STT £85,872 £92,943ESP 4 BATCH 3 08-Dec-09 1919002300 023 ST.PAULS ROAD BEDFORD BEDS BEDS MK40 4NT Genl needs House 3 108.68 108.68 NAT MV-STT £85,872 £89,977ESP 4 BATCH 3 08-Dec-09 1919003700 037 ST.PAULS ROAD BEDFORD BEDS BEDS MK40 4NT Genl needs House 2 88.00 88.00 NAT MV-STT £68,643 £90,261ESP 4 BATCH 3 08-Dec-09 1922008600 086 SALISBURY STREET BEDFORD BEDS BEDS MK41 7RQ Genl needs House 3 109.62 109.62 NAT MV-STT £82,443 £89,977ESP 4 BATCH 3 08-Dec-09 1936660005 005 SKERNE PASSAGE BEDFORD BEDS BEDS MK41 7XX Genl needs House 3 108.83 108.83 NAT MV-STT £81,849 £96,477ESP 4 BATCH 3 08-Dec-09 2001555007 007 SWALE PATH BEDFORD BEDS BEDS MK41 7XS Genl needs House 3 108.83 108.83 NAT MV-STT £81,849 £103,830ESP 4 BATCH 3 08-Dec-09 2310003700 037 WESTBOURNE ROAD BEDFORD BEDS BEDS MK40 4LB Genl needs House 3 108.68 108.68 NAT MV-STT £85,872 £118,534ESP 4 BATCH 3 08-Dec-09 2316001900 019 THE WHARFE BEDFORD BEDS BEDS MK41 7XP Genl needs House 3 108.83 108.83 NAT MV-STT £81,849 £118,534ESP 4 BATCH 3 08-Dec-09 2325001600 016 WOBURN ROAD BEDFORD BEDS BEDS MK40 1EG Genl needs House 7 135.91 135.91 NAT MV-STT £90,000 £90,261ESP 4 BATCH 3 08-Dec-09 2505500790 079 CHAPELFIELD GREAT

BARFORD BEDS BEDS MK44 3JT Genl needs House 3 108.62 108.62 NAT MV-STT £81,698 £116,057

ESP 4 BATCH 3 08-Dec-09 2506666003 003 DOTHANS CLOSE GREAT BARFORD

BEDS BEDS MK44 3JS Genl needs House 3 108.62 108.62 NAT MV-STT £81,698 £111,466ESP 4 BATCH 3 08-Dec-09 3203012005 005 BENTS CLOSE CLAPHAM BEDS BEDS MK41 6DY Genl needs House 3 109.62 109.62 NAT MV-STT £82,443 £90,261ESP 4 BATCH 3 08-Dec-09 3207666034 034 CODY ROAD CLAPHAM BEDS BEDS MK41 6EA Genl needs House 3 109.62 109.62 NAT MV-STT £82,443 £94,186ESP 4 BATCH 3 08-Dec-09 3209033336 036 FETLOCK CLOSE CLAPHAM BEDS BEDS MK41 6BG Genl needs House 2 93.75 93.75 NAT MV-STT £70,516 £116,057ESP 4 BATCH 3 08-Dec-09 3209033356 056 FETLOCK CLOSE CLAPHAM BEDS BEDS MK41 6BG Genl needs House 2 93.75 93.75 NAT MV-STT £70,516 £116,057ESP 4 BATCH 3 08-Dec-09 4303444032 032 HUNTSMANS WAY MILTON

ERNEST BEDS BEDS MK44 1SA Genl needs House 3 104.94 104.94 NAT MV-STT £78,931 £109,273

ESP 4 BATCH 3 08-Dec-09 5331000521 021 TOWNSEND ROAD SHARNBROOK BEDS BEDS MK44 1HY Genl needs House 3 104.94 104.94 PAT MV-STT £78,931 £92,000ESP 4 BATCH 3 08-Dec-09 6309002100 021 HAMPTON CLOSE WILSHAMPST

EAD BEDS BEDS MK45 3DA Genl needs House 3 112.04 112.04 NAT MV-STT £86,000 £92,561

ESP 4 BATCH 3 08-Dec-09 6315666008 008 PHIPPS CLOSE WILSHAMSTEAD

BEDS BEDS MK45 3EH Genl needs House 3 111.26 111.26 PAT MV-STT £86,000 £105,000ESP 4 BATCH 3 08-Dec-09 6701000400 004 BALLIOL ROAD KEMPSTON BEDFORD BEDS MK42 7EP Genl needs House 3 107.26 107.26 NAT MV-STT £80,668 £114,148ESP 4 BATCH 3 08-Dec-09 6704333055 055 BEECH WALK KEMPSTON BEDFORD BEDS MK42 7PA Genl needs House 3 121.81 121.81 NAT MV-STT £75,930 £96,477ESP 4 BATCH 3 08-Dec-09 6720666009 009 BUTTERMERE CLOSE KEMPSTON BEDFORD BEDS MK42 8JU Genl needs House 3 107.26 107.26 NAT MV-STT £80,668 £96,477ESP 4 BATCH 3 08-Dec-09 6720666013 013 BUTTERMERE CLOSE KEMPSTON BEDFORD BEDS MK42 8JU Genl needs House 3 102.86 102.86 NAT MV-STT £77,367 £93,795ESP 4 BATCH 3 08-Dec-09 7000500019 019 EASTDALE CLOSE KEMPSTON BEDFORD BEDS MK42 8LY Genl needs House 3 102.86 102.86 PAT MV-STT £77,367 £92,750ESP 4 BATCH 3 08-Dec-09 7000500025 025 EASTDALE CLOSE KEMPSTON BEDFORD BEDS MK42 8LY Genl needs House 3 102.86 102.86 NAT MV-STT £77,367 £100,864ESP 4 BATCH 3 08-Dec-09 7000500050 005 EASTDALE CLOSE KEMPSTON BEDFORD BEDS MK42 8LY Genl needs House 3 101.95 101.95 NAT MV-STT £77,367 £87,784ESP 4 BATCH 3 08-Dec-09 7001000600 006 FARRER STREET KEMPSTON BEDFORD BEDS MK42 8JH Genl needs House 3 100.96 100.96 NAT MV-STT £75,930 £96,477ESP 4 BATCH 3 08-Dec-09 7012666106 106 FOSTER ROAD KEMPSTON BEDFORD BEDS MK42 8BU Genl needs House 2 91.86 91.86 AST MV-STT £69,087 £103,977ESP 4 BATCH 3 08-Dec-09 7206660052 052 HENDERSON WAY KEMPSTON BEDFORD BEDS MK42 8NP Genl needs House 3 100.96 100.96 PAT MV-STT £75,930 £122,500ESP 4 BATCH 4 08-Dec-09 7216003000 030 HUNTINGDON ROAD KEMPSTON BEDFORD BEDS MK42 7EX Genl needs Flat 3 102.86 102.86 NAT MV-STT £77,367 £118,534ESP 4 BATCH 4 08-Dec-09 7255001700 017 JUNIPER WALK KEMPSTON BEDFORD BEDS MK42 7SX Genl needs House 2 91.86 91.86 NAT MV-STT £69,087 £82,909ESP 4 BATCH 4 08-Dec-09 7400002200 022 LAUREL WALK KEMPSTON BEDFORD BEDS MK42 7NS Genl needs House 3 100.96 100.96 NAT MV-STT £75,930 £116,057ESP 4 BATCH 4 08-Dec-09 7404000011 011 LILAC WALK KEMPSTON BEDFORD BEDS MK42 7PF Genl needs House 3 100.96 100.96 NAT MV-STT £75,930 £94,186ESP 4 BATCH 4 08-Dec-09 7404000700 007 LINCOLN ROAD KEMPSTON BEDFORD BEDS MK42 7HB Genl needs House 3 100.96 100.96 NAT MV-STT £75,930 £116,057ESP 4 BATCH 4 08-Dec-09 7527506200 062 NORTHDALE CLOSE KEMPSTON BEDFORD BEDS MK42 8NG Genl needs House 2 91.86 91.86 NAT MV-STT £69,087 £92,943ESP 4 BATCH 4 08-Dec-09 7701075030 030 ROSEDALE WAY KEMPSTON BEDFORD BEDS MK42 8JE Genl needs House 3 100.96 100.96 NAT MV-STT £75,930 £116,057ESP 4 BATCH 4 08-Dec-09 7799960049 049 SANDHURST ROAD BEDFORD BEDFORD BEDS MK42 9HX Genl needs House 3 90.97 90.97 NAT MV-STT £72,509 £100,011ESP 4 BATCH 4 08-Dec-09 7802666007 007 STANTON ROAD KEMPSTON BEDFORD BEDS MK42 8QY Genl needs House 3 100.96 100.96 NAT MV-STT £75,930 £92,561ESP 4 BATCH 4 08-Dec-09 7902001700 017 THORNTON STREET KEMPSTON BEDFORD BEDS MK42 8PD Genl needs House 3 102.86 102.86 NAT MV-STT £77,367 £96,477ESP 5 08-Dec-09 1310011705 005 MARTHAM CLOSE BEDFORD BEDS BEDS MK40 4ND Genl needs House 3 108 108.00 PAT MV-STT £85,872 £86,650ESP 5 08-Dec-09 2012444081 001 TUDOR CLOSE BEDFORD BEDS BEDS MK40 2DY Genl needs House 3 107.03 107.03 NAT MV-STT £87,534 £99,239ESP 5 08-Dec-09 5331000513 013 TOWNSEND ROAD SHARNBROOK BEDS BEDS MK44 1HY Genl needs House 3 104.94 104.94 NAT MV-STT £78,931 £114,148ESP 5 08-Dec-09 7406104550 055 LITTLEDALE STREET KEMPSTON BEDS BEDS MK42 8PJ Genl needs House 2 93.23 93.23 NAT MV-STT £70,117 £87,784HMP 1 08-Dec-09 3807501010 026 THE PADDOCKS FLITWICK BEDS BEDS MK45 1XE Genl needs House 2 97.97 97.97 NAT MV-STT £73,689 £116,057HMP 1 08-Dec-09 3807501020 024 THE PADDOCKS FLITWICK BEDS BEDS MK45 1XF Genl needs House 2 97.97 97.97 NAT MV-STT £73,689 £89,977HMP 1 08-Dec-09 3807501040 020 THE PADDOCKS FLITWICK BEDS BEDS MK45 1XF Genl needs House 2 100.24 100.24 NAT MV-STT £75,396 £79,375HMP 1 08-Dec-09 3807501050 018 THE PADDOCKS FLITWICK BEDS BEDS MK45 1XE Genl needs House 2 100.24 100.24 NAT MV-STT £75,396 £79,375HMP 1 08-Dec-09 3807501170 069 THE PADDOCKS FLITWICK BEDS BEDS MK45 1XE Genl needs House 2 97.97 97.97 NAT MV-STT £73,689 £79,375HMP 1 08-Dec-09 3807506600 039 THE PADDOCKS FLITWICK BEDS BEDS MK45 1XE Genl needs House 2 97.97 97.97 NAT MV-STT £73,689 £79,375HMP 1 08-Dec-09 3807507900 065 THE PADDOCKS FLITWICK BEDS BEDS MK45 1XE Genl needs House 3 113.68 113.68 NAT MV-STT £79,000 £79,375HMP 1 08-Dec-09 3807508100 073 THE PADDOCKS FLITWICK BEDS BEDS MK45 1XE Genl needs House 2 97.97 97.97 NAT MV-STT £73,689 £79,375HMP 1 08-Dec-09 4201250370 020 ST.MARY'S CLOSE MARSTON

MORETAINE BEDS BEDS MK43 0QZ Genl needs House 2 93.75 93.75 NAT MV-STT £70,516 £86,443

HMP 1 1819060300 003 ROMNEY WALK BEDFORD BEDS BEDS MK41 7LU Genl needs House 3 104.94 104.94 NAT MV-STT £78,931 £79,375HMP 1 0115001300 130 AMPTHILL ROAD BEDFORD BEDS BEDS MK42 9PP Genl needs House 3 95.88 95.88 NAT MV-STT £72,110 £101,920HMP 3 0249403100 031 BRUTHWAITE GREEN BEDFORD BEDS MK41 0NH Genl needs House 4 112.61 112.61 NAT MV-STT £84,691 £87,118HMP 3 0412000900 009 DELAMERE WALK BEDFORD BEDS MK41 0BL Genl needs House 2 96 96.00 NAT MV-STT £72,200 £96,477HMP 3 0844001630 163 HURST GROVE BEDFORD BEDS MK40 4DW Genl needs House 2 88.91 88.91 NAT MV-STT £66,869 £100,864HMP 3 1109004000 040 KIMBLE DRIVE BEDFORD BEDS MK41 9SX Genl needs House 3 107.81 107.81 NAT MV-STT £81,082 £118,534HMP 3 1113600013 013 KIMBLE DRIVE BEDFORD BEDS MK41 9SX Genl needs House 3 107.81 107.81 NAT MV-STT £81,082 £100,864HMP 3 1824501500 015 ROSSENDALE WALK BEDFORD BEDS MK41 0BE Genl needs House 3 107.26 107.26 NAT MV-STT £80,668 £96,477HMP 3 2001750153 016 JASMINE CLOSE BEDFORD BEDS MK41 0TJ Genl needs House 2 96 96.00 NAT MV-STT £72,200 £82,381


HMP 4 2001750160 026 JASMINE CLOSE BEDFORD BEDS MK41 0TJ Genl needs House 3 107.26 107.26 NAT MV-STT £80,668 £90,261HMP 3 2001750161 028 JASMINE CLOSE BEDFORD BEDS MK41 0TJ Genl needs House 2 91.99 91.99 NAT MV-STT £72,200 £82,381HMP 3 2001750162 030 JASMINE CLOSE NORSE ROAD BEDFORD BEDS MK41 0TJ Genl needs House 2 117.12 117.12 NAT-aff MV-STT £72,200 £82,381HMP 3 2001750165 023 JASMINE CLOSE NORSE ROAD BEDFORD BEDS MK41 0TJ Genl needs House 2 96 96.00 NAT MV-STT £72,200 £82,381HMP 3 2001750166 021 JASMINE CLOSE NORSE ROAD BEDFORD BEDS MK41 0TJ Genl needs House 2 96 96.00 NAT MV-STT £72,200 £82,381HMP 3 2505500850 085 CHAPELFIELD GREAT

BARFORD BEDS BEDS MK44 3JT Genl needs House 3 108.62 108.62 NAT MV-STT £81,698 £117,926

HMP 3 3915305000 005 PEACH'S CLOSE HARROLD BEDS BEDS MK43 7DX Genl needs House 4 116.14 116.14 NAT MV-STT £87,353 £110,045HMP 3 4908009002 002 SUNDERLAND CLOSE RAVENSDEN BEDFORD BEDS MK44 2HD Genl needs House 2 93.75 93.75 NAT MV-STT £70,516 £110,045HMP 3 4908009003 003 SUNDERLAND CLOSE RAVENSDEN BEDFORD BEDS MK44 2HD Genl needs House 2 93.75 93.75 NAT MV-STT £70,516 £117,926HMP 3 4908009004 004 SUNDERLAND CLOSE RAVENSDEN BEDFORD BEDS MK44 2HD Genl needs House 2 93.75 93.75 NAT MV-STT £70,516 £110,045HMP 4 4908011005 005 SUNDERLAND CLOSE RAVENSDEN BEDFORD BEDS MK44 2HD Genl needs House 2 93.75 93.75 NAT MV-STT £70,516 £100,864HMP 4 6303000160 016 COTTON END ROAD WILSHAMSTE

AD BEDS BEDS MK45 3BX Genl needs House 3 111.28 111.28 NAT MV-STT £86,000 £96,477

HMP 4 6309000500 005 HAMPTON CLOSE WILSHAMPSTEAD

BEDS BEDS MK45 3DA Genl needs House 3 112.87 112.87 NAT MV-STT £86,000 £96,477HMP 4 6412050042 029 GROVEBURY COURT WOOTTON BEDS BEDS MK43 9HZ Genl needs House 3 111.44 111.44 NAT MV-STT £83,804 £96,477HMP 4 6412050043 027 GROVEBURY COURT WOOTTON BEDS BEDS MK43 9HZ Genl needs House 2 99.43 99.43 NAT MV-STT £74,772 £96,477HMP 4 6412050044 025 GROVEBURY COURT WOOTTON BEDS MK43 9HZ Genl needs House 2 99.43 99.43 NAT MV-STT £74,772 £87,784HMP 4 6412050045 023 GROVEBURY COURT WOOTTON BEDS MK43 9HZ Genl needs House 3 111.44 111.44 NAT MV-STT £83,804 £100,864HMP 4 6412050048 017 GROVEBURY COURT WOOTTON BEDS BEDS MK43 9HZ Genl needs House 2 99.43 99.43 NAT MV-STT £74,772 £97,330HMP 4 6602002600 026 ADAMSON WALK KEMPSTON BEDFORD BEDS MK42 8QZ Genl needs House 3 102.86 102.86 PAT MV-STT £77,367 £92,750HMP 4 6604000030 003 THE ALDERS KEMPSTON BEDFORD BEDS MK42 7JR Genl needs House 3 102.86 102.86 NAT MV-STT £77,367 £100,864HMP 5 6906000300 003 DUDLEY CLOSE KEMPSTON BEDFORD BEDS MK42 7QQ Genl needs House 3 102.86 102.86 NAT MV-STT £77,367 £87,784HMP 5 7000650009 009 THE ELMS KEMPSTON BEDFORD BEDS MK42 7JN Genl needs House 3 102.86 102.86 NAT MV-STT £77,367 £87,784HMP 5 7207001850 185 HILLGROUNDS ROAD KEMPSTON BEDFORD BEDS MK42 8RL Genl needs House 3 100.96 100.96 NAT MV-STT £75,930 £106,698HMP 5 7400002000 020 LAUREL WALK KEMPSTON BEDFORD BEDS MK42 7NS Genl needs House 3 100.96 100.96 NAT MV-STT £75,930 £106,698HMP 5 7506550030 030 MARNE STREET KEMPSTON BEDFORD BEDS MK42 8AG Genl needs House 3 100.96 100.96 NAT MV-STT £75,930 £106,698HMP 5 7527503700 037 NORTHDALE CLOSE KEMPSTON BEDFORD BEDS MK42 8NG Genl needs House 2 91.86 91.86 NAT MV-STT £69,087 £106,698HMP 5 7701075012 012 ROSEDALE WAY KEMPSTON BEDFORD BEDS MK42 8JE Genl needs House 3 100.96 100.96 PAT MV-STT £75,930 £83,000HMP 5 7799004400 044 RYSWICK ROAD KEMPSTON BEDS. BEDS MK42 8SN Genl needs House 2 91.86 91.86 NAT MV-STT £69,087 £87,784HMP 5 7799008300 083 RYSWICK ROAD KEMPSTON BEDFORD BEDS MK42 8SW Genl needs House 2 104.69 104.69 NAT MV-STT £69,087 £118,534HMP 5 8203009013 013 WESTDALE WALK KEMPSTON BEDFORD BEDS MK42 8NX Genl needs House 3 100.96 100.96 NAT MV-STT £75,930 £94,852HMP 5 8203009031 031 WESTDALE WALK KEMPSTON BEDFORD BEDS MK42 8NX Genl needs House 3 118.15 118.15 NAT-aff MV-STT £75,930 £101,920HMP 5 8204900040 004 WHITELODGE CLOSE KEMPSTON BEDFORD BEDS MK42 7ED Genl needs House 3 100.96 100.96 PAT MV-STT £75,930 £115,150HMP 5 8207090001 001 THE WINDEMERES ST.JOHNS

STREET KEMPSTON BEDS MK42 8TL Genl needs House 2 91.86 91.86 NAT MV-STT £69,087 £109,273

HAG 93 OFF THE SHELF 08-Dec-09 0346000800 008 CORBY CLOSE BEDFORD BEDS MK42 9UU Genl needs House 3 101.35 101.35 NAT MV-STT £76,231 £100,011HAG 93 OFF THE SHELF 08-Dec-09 0507006400 064 ELLIOTT CRESCENT BEDFORD BEDS MK41 0HJ Genl needs House 2 88.34 88.34 NAT MV-STT £69,538 £89,977HAG 93 OFF THE SHELF 08-Dec-09 0612003600 036 FIELDSIDE BEDFORD BEDS MK41 0HD Genl needs House 3 118.55 118.55 NAT-aff MV-STT £78,886 £82,381HAG 93 OFF THE SHELF 08-Dec-09 0612004100 041 FIELDSIDE BEDFORD BEDS MK41 0HD Genl needs House 3 104.89 104.89 NAT MV-STT £78,886 £90,261HAG 93 OFF THE SHELF 08-Dec-09 0835008900 089 HONEY HILL ROAD QUEENS

PARK BEDFORD BEDS MK40 4NZ Genl needs House 2 91.27 91.27 NAT MV-STT £68,643 £90,261

HAG 93 OFF THE SHELF 08-Dec-09 1212444055 055 LEVEN WALK BEDFORD BEDS MK41 7XF Genl needs House 3 108.13 108.13 NAT MV-STT £81,849 £101,920HAG 93 OFF THE SHELF 08-Dec-09 1611000800 008 PEARCEY ROAD BEDFORD BEDS MK42 9LY Genl needs House 3 105.52 105.52 NAT MV-STT £79,487 £87,118HAG 93 OFF THE SHELF 08-Dec-09 1611002500 025 PEARCEY ROAD BEDFORD BEDS MK42 9LZ Genl needs House 3 105.70 105.70 NAT MV-STT £79,487 £116,057HAG 93 OFF THE SHELF 08-Dec-09 2012444018 018 TRINITY ROAD QUEENS

PARK BEDFORD BEDS MK40 4NR Genl needs House 3 108.68 108.68 NAT MV-STT £85,872 £87,784

HAG 93 OFF THE SHELF 08-Dec-09 2310007100 071 WESTBOURNE ROAD BEDFORD BEDS MK40 4LD Genl needs House 3 108.50 108.50 NAT MV-STT £85,872 £87,784HAG 93 OFF THE SHELF 08-Dec-09 2320001900 019 WINDMILL CLOSE BEDFORD BEDS MK41 0HB Genl needs House 3 114.89 114.89 NAT-aff MV-STT £78,886 £89,977HAG 93 OFF THE SHELF 08-Dec-09 3202330090 009 BENTS CLOSE CLAPHAM BEDFORD BEDS MK41 6DZ Genl needs House 3 129.23 129.23 NAT-aff MV-STT £83,872 £89,977HAG 93 OFF THE SHELF 08-Dec-09 3604440070 007 HALL WAY COTTON END BEDS MK45 3AF Genl needs House 3 109.85 109.85 NAT MV-STT £82,616 £94,568HAG 93 OFF THE SHELF 08-Dec-09 3996660051 051 HIGHFIELD ROAD IRTHLINGBOR

OUGH NORTHANT NORTHANTS NN9 5UD Genl needs House 2 84.40 84.40 NAT MV-STT £63,470 £117,926

HAG 93 OFF THE SHELF 08-Dec-09 6424550028 028 STUDLEY ROAD WOOTTON BEDS MK43 9DL Genl needs House 3 111.44 111.44 NAT MV-STT £83,804 £94,186HAG 93 OFF THE SHELF 08-Dec-09 7527503900 039 NORTHDALE CLOSE KEMPSTON BEDS MK42 8NG Genl needs House 2 91.86 91.86 NAT MV-STT £69,087 £94,186HAG 93 OFF THE SHELF 08-Dec-09 7527504300 043 NORTHDALE CLOSE KEMPSTON BEDS MK42 8NG Genl needs House 2 91.86 91.86 NAT MV-STT £69,087 £93,795HAG 93 OFF THE SHELF 08-Dec-09 8204000100 001 WHITEBEAM CLOSE KEMPSTON BEDS MK42 7RN Genl needs House 2 93.23 93.23 NAT MV-STT £70,117 £73,932BATCH 1 LEEDS 08-Dec-09 2405003100 031 WILLOW WAY AMPTHILL BEDS BEDS MK45 2SL Genl needs House 3 118.40 118.40 NAT MV-STT £89,038 £120,648BATCH 1 LEEDS 08-Dec-09 2640002200 022 NORTHFIELDS BIGGLESWAD

E BEDS BEDS SG18 0HD Genl needs House 3 107.55 107.55 NAT MV-STT £83,067 £119,591

BATCH 1 LEEDS 08-Dec-09 2680005700 057 WINSTON CRESCENT BIGGLESWADE

BEDS BEDS SG18 0HB Genl needs House 3 107.53 107.53 NAT MV-STT £83,067 £95,160BATCH 1 LEEDS 08-Dec-09 2718004600 046 BARFORD ROAD BLUNHAM BEDS BEDS MK44 3ND Genl needs House 3 111.67 111.67 NAT MV-STT £83,992 £99,523BATCH 1 LEEDS 08-Dec-09 3406000170 017 BOWLES WAY DUNSTABLE BEDS BEDS LU6 3LX Genl needs House 3 108.82 108.82 NAT MV-STT £81,849 £99,523BATCH 1 LEEDS 08-Dec-09 3408003021 021 JARDINE WAY DUNSTABLE BEDS BEDS LU5 4AU Genl needs House 3 108.82 108.82 NAT MV-STT £81,849 £99,523BATCH 1 LEEDS 08-Dec-09 3409000560 056 SALTERS WAY DUNSTABLE BEDS BEDS LU6 1BT Genl needs House 3 108.82 108.82 NAT MV-STT £81,849 £99,523BATCH 1 LEEDS 08-Dec-09 3409005187 187 SOUTHWOOD ROAD DUNSTABLE BEDS BEDS LU5 4EL Genl needs House 3 108.82 108.82 NAT MV-STT £81,849 £99,523BATCH 3 LEEDS 08-Dec-09 3610200186 186 HIGH STREET CRANFIELD BEDS BEDS MK43 0EN Genl needs House 3 111.67 111.67 NAT MV-STT £83,992 £102,773BATCH 3 LEEDS 08-Dec-09 3610500061 061 PARTRIDGE PIECE CRANFIELD BEDS BEDS MK43 0BL Genl needs House 3 118.40 118.40 NAT MV-STT £89,038 £108,216BATCH 3 LEEDS 08-Dec-09 3830800210 021 ROSEBAY CLOSE FLITWICK BEDS BEDS MK45 1PR Genl needs House 3 111.69 111.69 NAT MV-STT £84,007 £119,307BATCH 3 LEEDS 08-Dec-09 3850050150 015 VICARAGE HILL FLITWICK BEDS BEDS MK45 1HZ Genl needs House 2 97.97 97.97 NAT MV-STT £73,689 £113,864BATCH 3 LEEDS 08-Dec-09 3900002100 010 BROWNS CRESCENT HARLINGTON BEDS BEDS LU5 6PQ Genl needs House 3 104.94 104.94 NAT MV-STT £78,931 £113,864BATCH 3 LEEDS 08-Dec-09 3940000170 017 ABBEY WALK HOUGHTON

REGIS BEDS BEDS LU5 5PP Genl needs House 3 136.62 136.62 NAT-aff MV-STT £78,457 £113,864

BATCH 3 LEEDS 08-Dec-09 3960000140 014 BLACKTHORN ROAD HOUGHTON REGIS

BEDS BEDS LU5 5JP Genl needs House 3 104.22 104.22 NAT MV-STT £78,457 £113,864BATCH 3 LEEDS 08-Dec-09 3960001160 106 BROMLEY GARDENS HOUGHTON

REGIS BEDS BEDS LU5 5RJ Genl needs House 3 104.31 104.31 NAT MV-STT £78,457 £113,864

BATCH 3 LEEDS 08-Dec-09 3960001522 022 CAMP DRIVE HOUGHTON REGIS

BEDS BEDS LU5 5HE Genl needs House 3 104.04 104.04 NAT MV-STT £78,457 £113,864BATCH 3 LEEDS 08-Dec-09 3960001850 185 CEMETERY ROAD HOUGHTON

REGIS BEDS BEDS LU5 5DE Genl needs House 3 120.00 120.00 NAT-aff MV-STT £78,457 £113,864

BATCH 3 LEEDS 08-Dec-09 3960004118 118 CHELSEA GARDENS HOUGHTON REGIS

BEDS BEDS LU5 5RN Genl needs House 3 104.31 104.31 NAT MV-STT £78,457 £113,864BATCH 3 LEEDS 08-Dec-09 3960004123 123 CHELSEA GARDENS HOUGHTON

REGIS BEDS BEDS LU5 5RN Genl needs House 3 104.31 104.31 NAT MV-STT £78,457 £128,284

BATCH 3 LEEDS 08-Dec-09 3960010490 049 EDDIWICK AVENUE HOUGHTON REGIS

BEDS BEDS LU5 5PG Genl needs House 3 104.31 104.31 NAT MV-STT £78,457 £126,659BATCH 3 LEEDS 08-Dec-09 3960019259 059 GRANGEWAY HOUGHTON

REGIS BEDS BEDS LU5 5PR Genl needs House 2 94.82 94.82 NAT MV-STT £71,313 £119,307

BATCH 3 LEEDS 08-Dec-09 3960019412 012 HAMMERSMITH GARDENS

HOUGHTON REGIS

BEDS BEDS LU5 5RG Genl needs House 3 98.73 98.73 NAT MV-STT £74,253 £119,307BATCH 3 LEEDS 08-Dec-09 3960020116 116 HILLBOROUGH

CRESCENT HOUGHTON REGIS

BEDS BEDS LU5 5NY Genl needs House 3 104.31 104.31 NAT MV-STT £78,457 £119,307BATCH 3 LEEDS 08-Dec-09 3970000150 031 PARKWAY HOUGHTON

REGIS BEDS BEDS LU5 5PT Genl needs House 3 95.79 95.79 NAT MV-STT £78,457 £108,989

BATCH 3 LEEDS 08-Dec-09 3983000200 002 THERFIELD WALK HOUGHTON REGIS

BEDS BEDS LU5 5QB Genl needs House 3 104.31 104.31 NAT MV-STT £78,457 £95,160BATCH 3 LEEDS 08-Dec-09 3985001040 104 TITHE FARM ROAD HOUGHTON

REGIS BEDS BEDS LU5 5JB Genl needs House 3 104.31 104.31 NAT MV-STT £78,457 £126,375

BATCH 3 LEEDS 08-Dec-09 3985005128 128 TRIDENT DRIVE HOUGHTON REGIS

BEDS BEDS LU5 5QQ Genl needs House 3 104.31 104.31 NAT MV-STT £78,457 £106,591BATCH 3 LEEDS 08-Dec-09 3985005150 150 TRIDENT DRIVE HOUGHTON

REGIS BEDS BEDS LU5 5QQ Genl needs House 3 104.31 104.31 NAT MV-STT £78,457 £148,920


BATCH 3 LEEDS 08-Dec-09 3990005200 052 WESTMINSTER GARDENS

HOUGHTON REGIS

BEDS BEDS LU5 5RU Genl needs House 3 101.95 101.95 NAT MV-STT £78,457 £121,216BATCH 4 LEEDS 08-Dec-09 4015050041 041 THE CHILTERNS KENSWORTH BEDS BEDS LU6 3RJ Genl needs House 3 104.42 104.42 NAT MV-STT £78,532 £109,273BATCH 4 LEEDS 08-Dec-09 4104000900 009 BROOKSIDE WALK LEIGHTON

BUZZARD BEDS BEDS LU7 3LA Genl needs House 3 112.77 112.77 NAT MV-STT £84,812 £106,591

BATCH 4 LEEDS 08-Dec-09 410600100A 001 A DOGGETT STREET LEIGHTON BUZZARD

BEDS BEDS LU7 1BN Genl needs House 3 112.77 112.77 NAT MV-STT £84,812 £119,307BATCH 4 LEEDS 08-Dec-09 4107001990 199 KNAVES HILL LEIGHTON

BUZZARD BEDS BEDS LU7 2SL Genl needs House 3 110.32 110.32 NAT MV-STT £84,812 £86,443

BATCH 4 LEEDS 08-Dec-09 4107006042 042 NORTH COURT LEIGHTON BUZZARD

BEDS BEDS LU7 3DJ Genl needs House 3 117.36 117.36 NAT MV-STT £79,000 £79,375BATCH 4 LEEDS 08-Dec-09 4109001800 018 HAWTHORNE CLOSE LEIGHTON

BUZZARD BEDS BEDS LU7 2SA Genl needs House 4 123.02 123.02 NAT MV-STT £93,181 £113,864

BATCH 4 LEEDS 08-Dec-09 4109006002 002 PARK VIEW COURT NEW ROAD BEDS BEDS LU7 2LU Genl needs House 3 112.77 112.77 NAT MV-STT £84,812 £113,864BATCH 4 LEEDS 08-Dec-09 4109006005 005 PARK VIEW COURT NEW ROAD BEDS BEDS LU7 2LU Genl needs House 2 103.68 103.68 NAT MV-STT £77,976 £124,084BATCH 4 LEEDS 08-Dec-09 4109500200 020 WYNGATES LINSLADE BEDS BEDS LU7 2LE Genl needs House 3 112.77 112.77 NAT MV-STT £84,812 £113,864BATCH 4 LEEDS 08-Dec-09 4200400250 025 BECKETTS CLOSE MAULDEN BEDS BEDS MK45 2JL Genl needs House 2 93.75 93.75 NAT MV-STT £70,516 £113,864BATCH 4 LEEDS 08-Dec-09 4201000034 034 HOLME CLOSE MARSTON

MORETAINE BEDS BEDS MK43 0PT Genl needs House 3 111.67 111.67 NAT MV-STT £83,992 £113,580

BATCH 4 LEEDS 08-Dec-09 4201005100 100 MANOR ROAD MARSTON MORETAINE

BEDS BEDS MK43 0PD Genl needs House 3 111.67 111.67 NAT MV-STT £83,992 £113,864BATCH 4 LEEDS 08-Dec-09 4805034037 037 DOWNSIDE GARDENS POTTON BEDS BEDS SG19 2RE Genl needs House 3 104.94 104.94 NAT MV-STT £78,931 £113,864BATCH 4 LEEDS 08-Dec-09 4805080031 031 SANDY ROAD POTTON BEDS BEDS SG19 2QA Genl needs House 3 104.94 104.94 NAT MV-STT £78,931 £112,523BATCH 4 LEEDS 08-Dec-09 5224000220 022 DAPIFER DRIVE SANDY BEDS BEDS SG19 1QJ Genl needs House 3 106.86 106.86 NAT MV-STT £80,375 £119,591BATCH 4 LEEDS 08-Dec-09 5224000560 056 DAPIFER DRIVE SANDY BEDS BEDS SG19 1QL Genl needs House 3 106.86 106.86 NAT MV-STT £80,375 £119,307BATCH 4 LEEDS 08-Dec-09 5228005054 054 MIDLAND ROAD SANDY BEDS BEDS SG19 1EF Genl needs House 3 106.86 106.86 NAT MV-STT £80,375 £95,160BATCH 4 LEEDS 08-Dec-09 5229007091 091 WINCHESTER ROAD SANDY BEDS BEDS SG19 1RQ Genl needs House 3 106.86 106.86 NAT MV-STT £80,375 £108,989BATCH 4 LEEDS 08-Dec-09 5229008850 085 WINCHESTER ROAD SANDY BEDS BEDS SG19 1RQ Genl needs House 3 106.86 106.86 NAT MV-STT £80,375 £95,160BATCH 4 LEEDS 08-Dec-09 5229008880 088 WINCHESTER ROAD SANDY BEDS BEDS SG19 1DP Genl needs House 3 106.86 106.86 NAT MV-STT £80,375 £95,160

Jill Jenkins Court 23-May-11 3406880001 001 JILL JENKINS COURT WHIPPERLEY RING LUTON BEDS LU1 5QY Shelt Flat 1 110.09 110.09 NAT - EUV-SH £57,000 £57,000



Jill Jenkins Court 23-May-11 3406880004 004 JILL JENKINS COURT WHIPPERLEY RING LUTON BEDS LU1 5QY Shelt Flat 1 115.30 115.30 NAT-aff - EUV-SH £57,000 £57,000
















































Jill Jenkins Court 23-May-11 3406880052 052 JILL JENKINS COURT WHIPPERLEY RING LUTON BEDS LU1 5QY Shelt Flat 1 115.30 115.30 AST - EUV-SH £64,000 £64,000










Orchard Meadows 23-May-11 2500397001 FLAT 1 ORCHARD MEADOWS

PRESCOTT CLOSE BANBURY OXFORDSHIRE OX16 0FE Sh/own Flat 2 0.00 0.00 S/O-nil value 25 nil value £0 £0




PRESCOTT CLOSE BANBURY OXFORDSHIRE OX16 0FE Sh/own Flat 2 175.49 40.50 SO 50 EUV-SH £34,613 £34,613 £34,613


PRESCOTT CLOSE BANBURY OXFORDSHIRE OX16 0FE Shelt Flat 1 100.77 100.77 NAT - EUV-SH £59,895 £59,895




















PRESCOTT CLOSE BANBURY OXFORDSHIRE OX16 0FE Shelt Flat 2 116.06 116.06 NAT-aff - EUV-SH £68,991 £68,991






PRESCOTT CLOSE BANBURY OXFORDSHIRE OX16 0FE Shelt Flat 1 100.77 100.77 NAT-aff VO EUV-SH £59,895 £59,895


PRESCOTT CLOSE BANBURY OXFORDSHIRE OX16 0FE Shelt Flat 1 100.77 100.77 NAT-aff VO EUV-SH £59,895 £59,895
























PRESCOTT CLOSE BANBURY OXFORDSHIRE OX16 0FE Shelt Flat 1 100.77 100.77 NAT-aff - EUV-SH £59,895 £59,895





















Houghton Rd St Ives 23-May-11 5503906511 011 CLARK DRIVE ST IVES CAMBS CAMBS PE27 6AD Genl needs Flat 1 72.57 72.57 NAT - MV-STT £58,597 £109,125




Houghton Rd St Ives 23-May-11 5503906524 024 CLARK DRIVE ST IVES CAMBS CAMBS PE27 6AD Genl needs House 4 113.47 113.47 NAT - MV-STT £95,520 £148,920












Houghton Rd St Ives 23-May-11 5503906536 036 CLARK DRIVE ST IVES CAMBS CAMBS PE27 6AD Genl needs House 4 166.15 166.15 NAT-aff - MV-STT £94,355 £148,920





Houghton Rd St Ives 23-May-11 5503545003 003 CLARK DRIVE ST IVES CAMBS CAMBS PE27 6AD Sh/own House 3 259.43 59.87 SO 60 MV-STT £70,290 £70,290 £70,290






Houghton Rd St Ives 23-May-11 5503850536 036 GARNER DRIVE ST IVES CAMBS CAMBS PE27 6AA Sh/own House 3 206.55 47.67 SO 47 MV-STT £55,061 £55,061 £55,061

Houghton Rd St Ives 23-May-11 5503850538 038 GARNER DRIVE ST IVES CAMBS CAMBS PE27 6AA Sh/own House 3 140.63 32.45 SO 32 MV-STT £37,488 £37,488 £37,488

Manor Farm Yaxley 24-Oct-11 4722330001 001 MALLORY DRIVE YAXLEY PETERBOROUGH CAMBS PE7 3AF #REF! House 3 550.00 126.92 AST - MV-STT £66,975 £113,455




Manor Farm Yaxley 24-Oct-11 4722330009 009 MALLORY DRIVE YAXLEY PETERBOROUGH CAMBS PE7 3AF #REF! Flat 2 460.00 106.15 AST - MV-STT £56,016 £98,318




Manor Farm Yaxley 24-Oct-11 4722330025 025 MALLORY DRIVE YAXLEY PETERBOROUGH CAMBS PE7 3AF #REF! Flat 2 455.79 105.18 AST - MV-STT £55,503 £98,318

Manor Farm Yaxley 24-Oct-11 4722440004 004 SCOTT DRIVE YAXLEY PETERBOROUGH CAMBS PE7 3AD #REF! House 3 520.00 120.00 AST - MV-STT £63,322 £113,455




Manor Farm Yaxley 24-Oct-11 4722440010 010 SCOTT DRIVE YAXLEY PETERBOROUGH CAMBS PE7 3AD #REF! Flat 2 475.00 109.62 AST - MV-STT £57,842 £98,318




Manor Farm Yaxley 24-Oct-11 4722550021 021 LIVINGSTONE ROAD YAXLEY PETERBOROUGH CAMBS PE7 3AE #REF! House 3 520.00 120.00 AST - MV-STT £63,322 £113,455










Manor Farm Yaxley 24-Oct-11 4722550031 031 LIVINGSTONE ROAD YAXLEY PETERBOROUGH CAMBS PE7 3AE #REF! Flat 2 460.00 106.15 AST - MV-STT £56,016 £98,318

Manor Farm Yaxley 24-Oct-11 4722330051 019 MALLORY DRIVE YAXLEY PETERBOROUGH CAMBS PE7 3AF Genl needs House 3 86.00 86.00 NAT - MV-STT £64,688 £105,455



Manor Farm Yaxley 24-Oct-11 4722330029 029 MALLORY DRIVE YAXLEY PETERBOROUGH CAMBS PE7 3AF Genl needs Flat 2 89.10 89.10 NAT - MV-STT £67,012 £91,318




Manor Farm Yaxley 24-Oct-11 4722330037 037 MALLORY DRIVE YAXLEY PETERBOROUGH CAMBS PE7 3AF Genl needs House 2 98.25 98.25 NAT-aff - MV-STT £64,688 £103,058




Manor Farm Yaxley 24-Oct-11 4722440027 027 SCOTT DRIVE YAXLEY PETERBOROUGH CAMBS PE7 3AD Genl needs Flat 2 84.95 84.95 NAT - MV-STT £63,906 £91,318

Manor Farm Yaxley 24-Oct-11 4722440029 029 SCOTT DRIVE YAXLEY PETERBOROUGH CAMBS PE7 3AD Genl needs House 3 97.96 97.96 NAT - MV-STT £73,682 £105,455



Manor Farm Yaxley 24-Oct-11 4722440035 035 SCOTT DRIVE YAXLEY PETERBOROUGH CAMBS PE7 3AD Genl needs House 3 118.55 118.55 NAT-aff - MV-STT £73,682 £105,455

Manor Farm Yaxley 24-Oct-11 4722330017 017 MALLORY DRIVE YAXLEY PETERBOROUGH CAMBS PE7 3AF Sh/own House 2 236.17 54.50 SO 70 MV-STT £55,913 £55,913 £55,913

Manor Farm Yaxley 24-Oct-11 4722440020 020 SCOTT DRIVE YAXLEY PETERBOROUGH CAMBS PE7 3AD Sh/own House 3 317.60 73.29 SO 70 MV-STT £59,640 £59,640 £59,640

Manor Farm Yaxley 24-Oct-11 4722550020 020 LIVINGSTONE ROAD YAXLEY PETERBOROUGH CAMBS PE7 3AE Sh/own Flat 2 206.37 47.62 SO 70 MV-STT £52,185 £52,185 £52,185

Stantonbury H5 26-Mar-12 4388446021 021 CHEVIOT GARDENS STANTONBURY MILTON KEYNES BUCKS MK14 6FZ Genl needs House 2 92.34 92.34 NAT - EUV-SH £62,226 £62,226

Stantonbury H5 26-Mar-12 4390839003 003 GARNETT WAY STANTONBURY MILTON KEYNES BUCKS MK14 6FX Genl needs House 2 89.58 89.58 NAT - EUV-SH £60,323 £60,323




Stantonbury H5 26-Mar-12 4388446028 028 CHEVIOT GARDENS STANTONBURY MILTON KEYNES BUCKS MK14 6FZ #REF! House 2 600.00 138.46 AST 100 EUV-SH £94,155 £94,155

Stantonbury H5 26-Mar-12 4391850012 012 WOOL PACK GRANGE STANTONBURY MILTON KEYNES BUCKS MK14 6GP #REF! Flat 1 417.40 96.32 AST 100 EUV-SH £65,500 £65,500






Stantonbury H5 26-Mar-12 4391850026 026 WOOL PACK GRANGE STANTONBURY MILTON KEYNES BUCKS MK14 6GP #REF! House 2 600.00 138.46 AST 100 EUV-SH £94,155 £94,155



Stantonbury H5 26-Mar-12 4388446023 023 CHEVIOT GARDENS STANTONBURY MILTON KEYNES BUCKS MK14 6FZ #REF! House 2 620.00 143.08 AST 100 EUV-SH £97,293 £97,293

Stantonbury H5 26-Mar-12 4390839010 010 GARNETT WAY STANTONBURY MILTON KEYNES BUCKS MK14 6FX #REF! House 2 600.00 138.46 AST 100 EUV-SH £94,155 £94,155





Stantonbury H5 26-Mar-12 4388446018 018 CHEVIOT GARDENSSTANTONBURY MILTON KEYNES BUCKS MK14 6FZ #REF! House 2 590.00 136.15 AST 100 EUV-SH £92,586 £92,586



Stantonbury H5 26-Mar-12 4390472012 012 KAY GROVESTANTONBURY MILTON KEYNES BUCKS MK14 6FY #REF! House 2 600.00 138.46 AST 100 EUV-SH £94,155 £94,155







Stantonbury H5 26-Mar-12 4390473001 001 LANOLIN CLOSESTANTONBURY MILTON KEYNES BUCKS Mk14 6GQ #REF! House 4 840.00 193.85 AST 100 EUV-SH £131,817 £131,817

Stantonbury H5 26-Mar-12 4390473003 003 LANOLIN CLOSESTANTONBURY MILTON KEYNES BUCKS MK14 6GQ #REF! House 4 840.00 193.85 AST 100 EUV-SH £131,817 £131,817

Church St Whaddon 26-Mar-12 6104002003 003 ST MARY'S CLOSE WHADDON ROYSTON HERTS SG8 5FQ Genl needs House 2 99.09 99.09 NAT - EUV-SH £66,882 £66,882





Church St Whaddon 26-Mar-12 6104002001 001 ST MARY'S CLOSE WHADDON ROYSTON HERTS SG8 5FQ Sh/own House 2 372.13 85.88 SO 70 EUV-SH £93,188 £93,188 £93,188



Gordon Colling House 24-Oct-11 0717008001 001 GORDON COLLING HOUSE

BAMFORD ROAD BEDFORD BEDS MK42 0GQ Shelt Flat 2 136.60 136.60 NAT - EUV-SH £84,000 £84,000

























BAMFORD ROAD BEDFORD BEDS MK42 0GQ Shelt Flat 1 115.24 115.24 PAT - EUV-SH £73,973 £73,973








BAMFORD ROAD BEDFORD BEDS MK42 0GQ Shelt Flat 1 124.42 124.42 NAT-aff - EUV-SH £73,973 £73,973













































































Centurion Hse, Bicester 05-Dec-11 2580050001 001 CENTURION HOUSECOACH HOUSE MEWS BICESTER OXFORDSHIRE OX26 6EW Shelt Flat 1 106.85 106.85 NAT - EUV-SH £68,017 £68,017




Centurion Hse, Bicester 05-Dec-11 2580050005 005 CENTURION HOUSECOACH HOUSE MEWS BICESTER OXFORDSHIRE OX26 6EW Sh/own Flat 2 0.00 0.00 S/O-nil value 25 nil value £0 £0













Centurion Hse, Bicester 05-Dec-11 2580050018 018 CENTURION HOUSECOACH HOUSE MEWS BICESTER OXFORDSHIRE OX26 6EW Shelt Flat 1 117.77 117.77 AST EUV-SH £77,007 £77,007



Haddows Close, Longstanton21-May-12 800799018 018 HADDOWS CLOSELONGSTANTON CAMBS CAMBS CB24 3DJ Genl needs House 3 105.37 105.37 NAT - MV-STT £81,849 £154,284

Haddows Close, Longstanton21-May-12 80079918A 018A HADDOWS CLOSELONGSTANTON CAMBS CAMBS CB24 3DJ Genl needs House 2 92.52 92.52 NAT - MV-STT £82,210 £145,209

Haddows Close, Longstanton21-May-12 800799019 019 HADDOWS CLOSELONGSTANTON CAMBS CAMBS CB24 3DJ Genl needs House 3 95.26 95.26 NAT - MV-STT £86,925 £154,284

Haddows Close, Longstanton21-May-12 80079918B 018B HADDOWS CLOSELONGSTANTON CAMBS CAMBS CB24 3DJ Sh/own House 2 209.21 48.28 SO 55 MV-STT £76,148 £76,148 £76,148

Haddows Close, Longstanton21-May-12 80079918C 018C HADDOWS CLOSELONGSTANTON CAMBS CAMBS CB24 3DJ Sh/own House 2 213.07 49.17 SO 54 MV-STT £74,763 £74,763 £74,763

London Rd St Ives 5/e 26-Mar-12 5503851001 001 GOLDCREST ROAD ST IVES CAMBS CAMBS PE27 5DQ Sh/own House 3 284.75 65.71 SO 64 MV-STT £57,936 £57,936 £57,936

London Rd St Ives 5/e 26-Mar-12 5504852002 002 WREN CLOSE ST IVES CAMBS CAMBS PE27 5DW Sh/own House 3 311.44 71.87 SO 70 MV-STT £63,368 £63,368 £63,368

London Rd St Ives 5/e 26-Mar-12 5503825005 005 DUNNOCK WAY ST IVES CAMBS CAMBS PE27 5DH Sh/own House 2 259.66 59.92 SO 70 MV-STT £59,640 £59,640 £59,640








London Rd St Ives 6/g 26-Mar-12 5503825021 021 DUNNOCK WAY ST IVES CAMBS CAMBS PE27 5DH Sh/own Flat 2 178.76 41.25 SO 58 MV-STT £45,864 £45,864 £45,864






London Rd St Ives 6/g 26-Mar-12 5503825033 033 DUNNOCK WAY ST IVES CAMBS CAMBS PE27 5DH nil value Flat 02 nil value nil value £0 £0 0



London Rd St Ives 7/f 26-Mar-12 5503825082 082 DUNNOCK WAY ST IVES CAMBS CAMBS PE27 5DJ Genl needs House 3 103.58 103.58 NAT - MV-STT £83,398 £129,705





London Rd St Ives 7/f 26-Mar-12 5503825092 092 DUNNOCK WAY ST IVES CAMBS CAMBS PE27 5DJ Genl needs House 4 162.45 162.45 NAT-aff - MV-STT £93,572 £140,307




Stantonbury H7 21-May-12 4391001016 016 WENSLEYDALE CRESOAKRIDGE PARK MILTON KEYNES BUCKS MK14 6GX Genl needs Flat 1 78.80 78.80 NAT - EUV-SH £49,868 £49,868

Stantonbury H7 21-May-12 4391001018 018 WENSLEYDALE CRESOAKRIDGE PARK MILTON KEYNES BUCKS MK14 6GX Genl needs Flat 1 79.28 79.28 NAT - EUV-SH £50,492 £50,492

Stantonbury H7 21-May-12 4391001020 020 WENSLEYDALE CRESOAKRIDGE PARK MILTON KEYNES BUCKS MK14 6GX Genl needs House 4 123.75 123.75 NAT - EUV-SH £79,038 £79,038

Stantonbury H7 21-May-12 4391001022 022 WENSLEYDALE CRESOAKRIDGE PARK MILTON KEYNES BUCKS MK14 6GX #REF! House 2 620.00 143.08 AST 100 EUV-SH £97,293 £97,293

Stantonbury H7 21-May-12 4391001024 024 WENSLEYDALE CRESOAKRIDGE PARK MILTON KEYNES BUCKS MK14 6GX #REF! House 2 620.00 143.08 AST 100 EUV-SH £97,293 £97,293

Stantonbury H7 21-May-12 4390877226 226 SELKIRK DRIVEOAKRIDGE PARK MILTON KEYNES BUCKS MK14 6GT #REF! House 2 620.00 143.08 AST 100 EUV-SH £97,293 £97,293


Stantonbury H7 21-May-12 4390877230 230 SELKIRK DRIVEOAKRIDGE PARK MILTON KEYNES BUCKS MK14 6GT #REF! Flat 1 394.07 90.94 AST 100 EUV-SH £61,839 £61,839






Mortgage Rescue 9/10 17-Sep-12 0328009000 090 CHURCH LANE BEDFORD BEDFORDSHIRE BEDS MK41 0AS AST House 3 556.00 128.31 AST - MV-STT £0 £116,267

Mortgage Rescue 9/10 17-Sep-12 4200964053 053 RADNOR ROAD LUTON BEDFORDSHIRE BEDS LU4 0UG AST House 2 600.00 138.46 AST - MV-STT £0 £105,886

Mortgage Rescue 9/10 17-Sep-12 3407121029 029 ASHLEY AVENUE CORBY NORTHANTS NORTHANTS NN17 2SS AST House 3 440.00 101.54 AST - MV-STT £0 £83,250

Mortgage Rescue 9/10 17-Sep-12 3960019036 036 FENWICK ROADHOUGHTON REGIS DUNSTABLE BEDS LU5 5RP AST House 2 500.00 115.38 AST - MV-STT £0 £122,864

Mortgage Rescue 9/10 17-Sep-12 4400454041 041 KNIGHTS COURTLITTLE BILLING NORTHAMPTON NORTHANTS NN3 9AT AST House 3 540.00 124.62 AST - MV-STT £0 £94,568

Mortgage Rescue 9/10 17-Sep-12 0821650014 014 HENLEY ROAD BEDFORD BEDFORDSHIRE BEDS MK40 4FT AST House 3 620.00 143.08 AST - MV-STT £0 £130,464

Mortgage Rescue 9/10 29-Oct-12 4106710056 056 GREENLANDSLEIGHTON BUZZARD BEDFORDSHIRE BEDS LU7 3UJ AST House 3 600.00 138.46 AST - MV-STT £0 £77,000

Mortgage Rescue 9/10 29-Oct-12 4106055194 194 DRIVERS COURTLEIGHTON BUZZARD BEDFORDSHIRE BEDS LU7 3YB AST Flat 2 460.00 106.15 AST - MV-STT £0 £75,750

Shotover Extra Care 17-Sep-12 4577889001 001 SHOTOVER VIEW CRAUFURD ROAD OXFORD OXFORDSHIRE OX4 2RA Shelt Flat 1 127.58 127.58 NAT - EUV-SH £80,545 £80,545


Shotover Extra Care 17-Sep-12 4577889003 003 SHOTOVER VIEW CRAUFURD ROAD OXFORD OXFORDSHIRE OX4 2RA Sh/own Flat 2 0.00 0.00 S/O-nil value 25 nil value £0 £0





























Shotover Extra Care 17-Sep-12 4577889032 032 SHOTOVER VIEW CRAUFURD ROAD OXFORD OXFORDSHIRE OX4 2RA Sh/own Flat 2 SSTC 0.00 S/O-nil value 25 nil value £0 £0




















Shotover Extra Care 17-Sep-12 4577889051 051 SHOTOVER VIEW CRAUFURD ROAD OXFORD OXFORDSHIRE OX4 2RA Sh/own Flat 2 286.46 66.11 SO 50 EUV-SH £47,526 £47,526 £47,526



Shotover Extra Care 17-Sep-12 4577889054 054 SHOTOVER VIEW CRAUFURD ROAD OXFORD OXFORDSHIRE OX4 2RA Sh/own Flat 2 286.46 66.11 SO 50 EUV-SH £47,526 £47,526 £47,526


Steeple Morden 29-Oct-12 5404000030 030 ASHWELL ROADSTEEPLE MORDEN ROYSTON HERTS SG8 0NZ Genl needs House 2 137.54 137.54 NAT-aff - MV-STT £79,472 £122,678


Steeple Morden 29-Oct-12 5404000034 034 ASHWELL ROADSTEEPLE MORDEN ROYSTON HERTS SG8 0NZ Sh/own House 3 368.96 85.14 SO 70 MV-STT £74,364 £74,364 £74,364

Steeple Morden 29-Oct-12 5404000036 036 ASHWELL ROADSTEEPLE MORDEN ROYSTON HERTS SG8 0NZ Sh/own House 3 274.08 63.25 SO 52 MV-STT £55,242 £55,242 £55,242





Ex Halifax St pptys 29-Oct-12 2404444027 027 HILLARY RISE ARLESEY BEDFORDSHIRE BEDS SG15 6TL Genl needs House 3 115.62 115.62 NAT - MV-STT £86,947 £107,364

Ex Halifax St pptys 29-Oct-12 2607000400 004 AVOCET CLOSE BIGGLESWADE BEDFORDSHIRE BEDS SG18 8HQ Genl needs House 1 82.39 82.39 NAT - MV-STT £61,973 £71,739

Ex Halifax St pptys 29-Oct-12 3407777009 009 BUZZARD ROAD LUTON BEDFORDSHIRE BEDS LU4 0UF Genl needs House 2 94.52 94.52 NAT - MV-STT £71,087 £98,386

Ex Halifax St pptys 29-Oct-12 3610688017 017 AQUITAINE CLOSE DUSTON NORTHAMPTON NORTHANTS NN5 6EP Genl needs House 3 102.47 102.47 NAT - MV-STT £77,058 £90,261

Ex Halifax St pptys 29-Oct-12 3646650018 018 OAKGROVE PLACE EAST HUNSBURY NORTHAMPTON NORTHANTS NN4 0SB Genl needs House 3 130.10 130.10 NAT - MV-STT £91,000 £91,602

Ex Halifax St pptys 29-Oct-12 3646660112 112 WOODPECKER WAY EAST HUNSBURY NORTHAMPTON NORTHANTS NN4 0QP Genl needs House 2 90.27 90.27 NAT - MV-STT £67,884 £84,534

Ex Halifax St pptys 29-Oct-12 3807455023 023 KENDAL DRIVE FLITWICK BEDFORDSHIRE BEDS MK45 1NW Genl needs House 3 111.69 111.69 NAT - MV-STT £84,007 £118,455

Ex Halifax St pptys 29-Oct-12 3960024469 069 LONGBROOKE HOUGHTON REGIS BEDFORDSHIRE BEDS LU5 5QY Genl needs House 2 95.08 95.08 NAT - MV-STT £71,313 £113,864

Ex Halifax St pptys 29-Oct-12 3995550049 049 DRAYTON PLACE IRTHLINGBOROUGH NORTHANTS NORTHANTS NN9 5TD Genl needs House 3 119.99 119.99 NAT - MV-STT £82,000 £82,625

Ex Halifax St pptys 29-Oct-12 4200702600 026 ALTHORP ROAD LUTON BEDFORDSHIRE BEDS LU3 1JY Genl needs House 2 94.52 94.52 NAT - MV-STT £71,087 £87,295

Ex Halifax St pptys 29-Oct-12 4200743017 017 BRACKLESHAM GARDENS LUTON BEDFORDSHIRE BEDS LU2 8QJ Genl needs House 3 107.26 107.26 NAT - MV-STT £80,668 £97,614

Ex Halifax St pptys 29-Oct-12 4200852860 086 COVERDALE LEA MEADOWS LUTON BEDS LU4 9XQ Genl needs House 2 94.52 94.52 NAT - MV-STT £71,087 £98,386

Ex Halifax St pptys 29-Oct-12 4200882400 024 DORRINGTON CLOSE LUTON BEDFORDSHIRE BEDS LU3 1XR Genl needs House 2 94.52 94.52 NAT - MV-STT £71,087 £87,295

Ex Halifax St pptys 29-Oct-12 4200946008 008 LAWFORD CLOSE LUTON BEDFORDSHIRE BEDS LU1 5ST Genl needs House 3 107.26 107.26 NAT - MV-STT £80,668 £90,261

Ex Halifax St pptys 29-Oct-12 4200962040 040 OREGAN WAY BARTON HILL LUTON BEDS LU3 4AP Genl needs House 2 94.52 94.52 NAT - MV-STT £71,087 £87,295

Ex Halifax St pptys 29-Oct-12 4200964401 001 RODEHEATH LUTON BEDFORDSHIRE BEDS LU4 9XB Genl needs House 3 107.26 107.26 NAT - MV-STT £80,668 £105,455

Ex Halifax St pptys 29-Oct-12 4200989500 095 THRALES CLOSE MARSH FARM LUTON BEDS LU3 3RR Genl needs House 3 107.26 107.26 NAT - MV-STT £80,668 £94,364

Ex Halifax St pptys 29-Oct-12 4200989668 068 THE RIDINGS ALTHORP ROAD LUTON BEDS LU3 1BY Genl needs House 3 107.26 107.26 NAT - MV-STT £80,668 £94,364

Ex Halifax St pptys 29-Oct-12 4200990260 026 WHITWELL CLOSE LUTON BEDFORDSHIRE BEDS LU3 4BS Genl needs House 3 107.26 107.26 NAT - MV-STT £80,668 £94,364

Ex Halifax St pptys 29-Oct-12 4320040015 005 BLAYDON CLOSE BLETCHLEY MILTON KEYNES BUCKS MK3 5LS Genl needs House 3 121.51 121.51 NAT - MV-STT £91,377 £115,773

Ex Halifax St pptys 29-Oct-12 4360000300 003 HAREBELL CLOSE WALNUT TREE MILTON KEYNES BUCKS MK7 7BA Genl needs House 3 137.23 137.23 NAT - MV-STT £103,198 £115,959

Ex Halifax St pptys 29-Oct-12 4366004119 119 GLEBE ROAD DEANSHANGER NORTHANTS NORTHANTS MK19 6LY Genl needs House 3 107.63 107.63 NAT - MV-STT £80,954 £112,709

Ex Halifax St pptys 29-Oct-12 4378800048 048 ORNE GARDENS BOLBECK PARK MILTON KEYNES BUCKS MK15 8PG Genl needs House 3 130.04 130.04 NAT - MV-STT £97,791 £142,607

Ex Halifax St pptys 29-Oct-12 4380003000 030 PADSTOW AVENUE FISHERMEAD MILTON KEYNES BUCKS MK6 2ES Genl needs House 3 115.55 115.55 NAT - MV-STT £86,895 £114,334

Ex Halifax St pptys 29-Oct-12 4380006800 063 PADSTOW AVENUE FISHERMEAD MILTON KEYNES BUCKS MK6 2ER Genl needs House 3 132.27 132.27 NAT - MV-STT £99,468 £114,334

Ex Halifax St pptys 29-Oct-12 4380034402 002 REDHUISH CLOSE FURZTON MILTON KEYNES BUCKS MK4 1HJ Genl needs House 3 124.77 124.77 NAT - MV-STT £93,828 £121,970

Ex Halifax St pptys 29-Oct-12 4380343028 028 SHEPPERDS GREEN CHURCH END MILTON KEYNES BUCKS MK5 6DA Genl needs House 3 131.00 131.00 NAT - MV-STT £98,513 £122,068

Ex Halifax St pptys 29-Oct-12 4396654201 001 PENNYCRESS WAY MULBERRY PARK NEWPORT PAGNELL BUCKS MK16 8TX Genl needs House 3 129.82 129.82 NAT - MV-STT £97,626 £104,682

Ex Halifax St pptys 29-Oct-12 4398685076 076 BEAUNE CLOSE ST GILES PARK NORTHAMPTON NORTHANTS NN5 6EJ Genl needs House 2 102.61 102.61 NAT - MV-STT £77,164 £90,261

Ex Halifax St pptys 29-Oct-12 4398686006 006 DEACONS COURT NORTHAMPTON NORTHANTS NORTHANTS NN3 5JX Genl needs House 3 115.28 115.28 NAT - MV-STT £86,692 £88,068

Ex Halifax St pptys 29-Oct-12 4398866033 033 EAST RISING EAST HUNSBURY NORTHANTS NORTHANTS NN4 0TP Genl needs House 3 108.92 108.92 NAT - MV-STT £82,653 £91,602

Ex Halifax St pptys 29-Oct-12 4400455527 027 LONGFORD AVENUE LITTLE BILLING NORTHAMPTON NORTHANTS NN3 9HL Genl needs House 2 99.42 99.42 NAT - MV-STT £74,765 £81,000

Ex Halifax St pptys 29-Oct-12 4776255037 037 DEERLEAP SOUTH BRETTON PETERBOROUGH CAMBS PE3 9YA Genl needs House 3 97.70 97.70 NAT - MV-STT £73,471 £76,693

Ex Halifax St pptys 29-Oct-12 5221444012 012 PARK ROAD RUSHDEN NORTHANTS NORTHANTS NN10 0RW Genl needs House 2 97.98 97.98 NAT - MV-STT £73,682 £73,648

Ex Halifax St pptys 29-Oct-12 5504900370 037 RYE CLOSE EYNESBURY ST.NEOTS HUNTINGDONSHIRE PE19 2RG Genl needs House 2 91.52 91.52 NAT - MV-STT £65,410 £93,511

Ex Halifax St pptys 29-Oct-12 6101000232 232 SENWICK DRIVE WELLINGBOROUGH NORTHANTS NORTHANTS NN8 1SE Genl needs House 2 94.93 94.93 NAT - MV-STT £63,000 £63,134

Ex Halifax St pptys 29-Oct-12 3150000626 026 KEATES ROAD CHERRY HINTON CAMBRIDGE CAMBS CB1 9ES Genl needs House 3 135.68 135.68 NAT - MV-STT £102,033 £146,159

Ex Halifax St pptys 29-Oct-12 3154440028 028 CUSSONS CLOSE ROSEDALE CHESHUNT HERTS EN7 6JF Genl needs House 3 137.23 137.23 NAT - MV-STT £103,198 £156,068

Ex Halifax St pptys 29-Oct-12 3935432143 043 BEVELWOOD GDNS HIGH WYCOMBE BUCKS BUCKS HP12 3EZ Genl needs Flat 1 102.05 102.05 NAT - MV-STT £65,000 £65,807

Ex Halifax St pptys 29-Oct-12 3935448033 033 THE PASTURES DOWNLEY HIGH WYCOMBE BUCKS HP13 5RN Genl needs House 3 137.23 137.23 NAT - MV-STT £103,198 £140,982

Ex Halifax St pptys 29-Oct-12 3936444189 189 LAWN LANE HEMEL HEMPSTEAD HERTS HERTS HP3 9JF Genl needs House 2 130.00 130.00 NAT - MV-STT £97,761 £146,159

Ex Halifax St pptys 29-Oct-12 3960013980 098 ELM PARK CLOSE HOUGHTON REGIS BEDFORDSHIRE BEDS LU5 5PW Genl needs House 4 111.76 111.76 NAT - MV-STT £85,579 £133,159

Ex Halifax St pptys 29-Oct-12 4200895560 056 GELDING CLOSE LUTON BEDFORDSHIRE BEDS LU4 0TZ Genl needs House 3 107.26 107.26 NAT - MV-STT £80,668 £105,455

Ex Halifax St pptys 29-Oct-12 4398686082 082 DANEFIELD ROAD ABINGTON NORTHANTS NORTHANTS NN3 2SR Genl needs House 3 82.99 82.99 NAT - MV-STT £62,409 £88,068

Ex Halifax St pptys 29-Oct-12 4400466015 015 ST DAVIDS ROAD KINGSTHORPE NORTHAMPTON NORTHANTS NN2 7QJ Genl needs House 3 111.38 111.38 NAT - MV-STT £83,759 £84,534

Ex Halifax St pptys 29-Oct-12 4805014420 020 FIRS LANE POTTERS BAR HERTS HERTS EN6 2QH Genl needs House 3 130.07 130.07 NAT - MV-STT £97,814 £181,580

Ex Halifax St pptys 29-Oct-12 5603006035 035 PARISHES MEAD STEVENAGE HERTS HERTS SG2 9QD Genl needs House 2 130.00 130.00 NAT - MV-STT £97,761 £108,989

Ex Halifax St pptys 29-Oct-12 0107305400 054 ALBURGH CLOSE BEDFORD BEDFORDSHIRE BEDS MK42 0HE Genl needs House 2 94.82 94.82 NAT - MV-STT £71,313 £90,936

Ex Halifax St pptys 29-Oct-12 7507506027 027 MORTIMER ROAD KEMPSTON BEDFORDSHIRE BEDS MK42 8RE Genl needs House 1 80.34 80.34 NAT - MV-STT £63,236 £77,466

Stanground Ph 3 25-Mar-13 4708425001 001 AUSTER ROAD STANGROUND SOUTH PETERBOROUGH CAMBS PE2 8FS Genl needs House 4 121.84 121.84 NAT - MV-STT £91,617 £120,159

Stanground Ph 3 25-Mar-13 4708425003 003 AUSTER ROAD STANGROUND SOUTH PETERBOROUGH CAMBS PE2 8FS Genl needs House 4 121.84 121.84 NAT - MV-STT £91,617 £120,159

Stanground Ph 3 25-Mar-13 4708425014 014 LUCINA DRIVE STANGROUND SOUTH PETERBOROUGH CAMBS PE2 8FP Genl needs House 3 107.29 107.29 NAT - MV-STT £80,683 £111,466


Stanground Ph 3 25-Mar-13 4774450007 007 AURORA WAY STANGROUND SOUTH PETERBOROUGH CAMBS PE2 8FT Genl needs House 2 93.77 93.77 NAT - MV-STT £70,516 £102,773














Stanground Ph 3 25-Mar-13 4708425005 005 AUSTER ROAD STANGROUND SOUTH PETERBOROUGH CAMBS PE2 8FS Sh/own House 2 169.22 39.05 SO 52 MV-STT £38,766 £38,766 £38,766





Stanground Ph 3 25-Mar-13 4708425016 016 LUCINA DRIVE STANGROUND SOUTH PETERBOROUGH CAMBS PE2 8FP Sh/own House 3 123.27 28.45 SO 33 MV-STT £27,237 £27,237 £27,237

Stanground Ph 3 25-Mar-13 4774420003 003 TEMPESTES WAY STANGROUND SOUTH PETERBOROUGH CAMBS PE2 8FR Sh/own House 3 232.37 53.62 SO 60 MV-STT £49,523 £49,523 £49,523










London Rd St Ives ph2, 8h 17-Sep-12 9000100276 23 WREN CLOSE ST IVES NR HUNTINGDON HUNTINGDONSHIRE PE27 5DW Sh/own House 2 413.14 95.34 SO 60 MV-STT £71,888 £71,888 £71,888




London Rd St Ives ph2, 9i 17-Sep-12 9000100272 25 TERN DRIVE ST IVES NR HUNTINGDON HUNTINGDONSHIRE PE27 5DR Genl needs House 2 102.81 102.81 NAT - MV-STT £77,322 £148,539




London Rd St Ives ph2, 10h 17-Sep-12 9000100269 12 TERN DRIVE ST IVES NR HUNTINGDON E PE27 5DR Genl needs House 2 95.31 95.31 NAT - MV-STT £71,697 £141,470

London Rd St Ives ph2, 10h17-Sep-12

9000100268 14 TERN DRIVE ST IVES NR HUNTINGDON HUNTINGDONSHIRE PE27 5DR Genl needs House 2 97.90 97.90 NAT - MV-STT £73,629 £141,470

17-Sep-12 HUNTINGDONSHIRLondon Rd St Ives ph2, 10h

17-Sep-129000100270 15 TERN DRIVE ST IVES NR HUNTINGDON

HUNTINGDONSHIRE PE27 5DR Genl needs House 2 95.31 95.31 NAT - MV-STT £71,697 £141,470

London Rd St Ives ph2, 10h17-Sep-12

9000100271 16 TERN DRIVE ST IVES NR HUNTINGDON HUNTINGDONSHIRE PE27 5DR Genl needs House 2 97.90 97.90 NAT - MV-STT £73,629 £141,470

Totals £27,948,976 £113,707,729 £143,879,363Incl Sh/own Incl Sh/own

No allowance made for s.106 obligations. See report


Appendix 2 Market Commentary

Housing Investment Consultancy Market Summary Bulletin January 2014

National Overview Average house price inflation continues to increase, led by the London market, although some areas of the country remain subdued. Housing transactions continue to increase, having done so consistently since April 2013. The economy continued to grow, with GDP increasing by 0.7% q/q (1.9% y/y) in Q3 2013 and the unemployment rate falling to 7.1%. Inflation also continued to fall (to 2.0%, CPI). Housing Affordability The UK house price to earnings ratio was 4.68 in December, up from 4.48 in the previous year. Mortgage payments accounted for 27.2% of income, down from 27.8% in the previous year Transactions There were 93,510 residential property transactions in England in December 2013. Over the last 12 months, transactions totalled 927,850, 15% more than the previous 12 month period. Supply & Demand The volume of new buyers registering with agents fell by 0.3% in December from the previous month, the volume of properties listed fell by 4.9%, and sales agreed decreased by 0.2%. Surveyor sentiment in December suggests that new instructions are at a similar level to November. Stronger demand is underpinned by easing credit conditions; sales and price expectations remain firm Source: Homes and Communities Agency

The Nationwide House Price Index January 2014 reported;

House prices continued to rise in January UK house prices increased by 0.7% in January and were 8.8% higher than January 2013 House prices are around 4% below their 2007 peak

Headlines Jan-14 Dec-13 Monthly Index* 355.9 353.4

Monthly Change* 0.70% 1.40%

Annual Change 8.80% 8.40%

Average Price £176,491 £175,826

Seasonally Adjusted*

Commenting on the figures, Robert Gardner, Nationwide's Chief Economist, said: “The housing market is continuing to gather momentum on the back of further solid gains in employment, record low mortgage rates and rising confidence. House prices recorded their thirteenth successive monthly increase in January, rising by 0.7% on the month. The price of a typical home was 8.8% higher than January 2013. “There have been encouraging signs that activity levels in the housing market are also gradually returning towards more normal levels. According to HMRC, the total number of housing transactions increased to 103,000 in December, 30% higher than the same month in 2012. The pickup in activity appears to be fairly broad-based, and it is encouraging that first time buyers are a key driving factor behind the upturn. “First time buyers are the lifeblood of the housing market. As well as accounting for a significant proportion of housing transactions (historically around 40% of transactions involving a mortgage), they also play an important role in the wider market, for example in helping to complete chains, enabling those that already own a property to move. “For this reason, it is particularly encouraging that first time buyer numbers have been rising strongly in recent quarters. Indeed, at 73,700 in Q3 2013, they were up 32% compared with the same period in 2012 and accounted for around 44% of activity – close to an all-time high as a share of lending activity. “At present, the typical first time buyer home costs 4.6 times average earnings. While this is above the 20 year average of 3.6 times earnings, it is well below the highs of 5.4 recorded in 2007.

Source: Council of Mortgage Lenders

Graph: Long Term House Price Trends

Source: Nationwide House Price Index

Savills Residential Property Focus Bulletin Q1 2014 reported the following;

Executive Summary

What we saw in 2013, was quite different in nature to the short lived bounces in 2009 and 2010, in that it has been accompanied by a more meaningful improvement in transaction levels and mortgage lending.

Much of the debate on the UK's housing crisis has focused on the lack of new homes. Little is said about how we use existing homes.

Across all the prime regional markets, prime urban properties are now on average just -3.1% below their 2007 peak compared to their neighbouring village and rural locations which are lagging behind at -12.5% below.

House-building is set to increase to 167,000 new homes a year by 2018, supported by a steep rise in output from the public sector. But it is still short of the 240,000 new homes a year we need to meet household projections.

Savills average regional house price forecast Q4 2013

Residential Letting Q4 2013 The private rented sector grew by some two million households in the UK in the decade to 2011, much of the largest growth being in the mortgage rationed period since 2007. Despite initiatives to support home ownership, we expect the sector to grow by a further one million households in the next five years. Our recent survey of 2,800 existing private sector tenants, in association with YouGov, indicates that renting is still seen as an intermediate step to home ownership by a large percentage of private renters. It shows that the main reason for renting is the prohibitive cost of raising a deposit to buy a property.

Appendix 3 Photographs

Bedfordshire Pilgrims Housing Association Bond Valuation 2014














Appendix 4 Red Book Confirmation of Instructions, General Assumptions

David SmithE: [email protected]

DL: +44 (0)121 634 8435F: +44 (0)121 633 3666

Innovation Court121 Edmund Street

Birmingham B3 2HJT: +44 (0) 121 633 3733

savills.com

bc

Offices and associates throughout the Americas, Europe, Asia Pacific, Africa and the Middle East. Savills Advisory Services Limited. Chartered Surveyors. Regulated by RICS. A subsidiary of Savills plc. Registered in England No. 2605138. Registered office: 33 Margaret Street, London, W1G 0JD

Dear Sirs, BORROWER: bpha LIMITED PROPERTY: 2,750 UNITS OR THEREABOUTS IN THE SOUTH EAST/ EAST ANGLIA Thank you for your e-mailed instructions dated 5 November 2013 and subsequent telephone conversations in which you confirmed your instructions to us to undertake a valuation of the above noted stock secured in the Bond for the purposes of a proposed UKLA listing for a security tap on the security. In accordance with the RICS Valuation Professional Standards Incorporating the International Valuation Standards (the Red Book ) effective from 1 January 2014, we confirm in writing the terms on which the valuation will be undertaken, as set out below. We are not aware of any conflict of interest, either with the Borrower or with the Property, preventing us from providing independent valuation advice and therefore we are pleased to accept your instructions. We have previously valued a proportion of the stock on behalf of bpha and a lender, however this stock is now released from charge and therefore there is no conflict. Savills Advisory Services Limited will therefore be acting as External Valuers, as defined in the Red Book. If you have any queries in this regard please let us know. We confirm the following:- (a) The valuation is:

(i) For the purpose of a new UKLA listed Bond. (ii) Of the freehold or long leasehold interest in the Property. (iii) Of the property utilised as social housing. (iv) At the date of the Report will be determined by the listing date this should be in March 2014 (v) On the basis/bases specified below.

Valuation Standard VS 3.2 of the Red Book defines Market Value (MV) as: The estimated amount for which an asset or liability should exchange on the valuation date between

a willing buyer and a willing seller in an arm s length transaction after proper marketing and where the parties had each acted knowledgeably, prudently and without compulsion. For the avoidance of doubt where property is tenanted we will refer to this as Market Value - Subject to Tenancies (MV-STT) UK Valuation Standard UKVS 1.13 of the Red Book defines Existing Use Value for Social Housing

6 February 2014 CoI Letter-6-2-14 bpha Limited, Bedford Heights, Manton Lane, Bedford. MK41 7BJ

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Existing use value for social housing (EUV-SH) is the estimated amount for which a property should exchange on the valuation date between a willing buyer and a willing seller in an arm s length transaction after proper marketing and where the parties had each acted knowledgeably, prudently and without compulsion - subject to the following special assumptions that the property will continue to be let by a body pursuant to delivery of a service for the existing use:

I. at the valuation date any regulatory body in applying its criteria for approval, would not unreasonably fetter the vendor s ability to dispose of the property to organisations intending to manage their housing stock in accordance with that regulatory body s requirements;

II. properties temporarily vacant pending re-letting would be valued, if there is a letting demand, on the basis that the prospective purchaser intends to re-let them, rather than with vacant possession; and

III. any subsequent sale would be subject to all of the above special assumptions.

(b) We have asked the Borrower to provide us with certain information including the following, upon which we will be relying:

· Stock list detailing the Property · Tenancy types · Current and target rent levels · Other information including, but not limited to; · Performance data on a company wide basis on voids bad debts, management expenditure

and turnover of stock · Stock maintenance data

We do not accept responsibility for any errors or omissions in information and documentation provided to us.

(c) We would comment specifically on your instructions as follows:

(i) The due diligence enquiries and report preparation will be undertaken by David Smith MRICS. Our report will be countersigned.

(ii) We accept responsibility for our Report to you only and to no one else. (iii) We confirm that we hold sufficient Professional Indemnity Insurance Cover for the purpose of

this valuation, subject to the liability cap referred to in this letter.

(iv) We will provide general comments without liability on the likelihood of land contamination, but we will not be commissioning an environmental audit.

(v) We will provide the aggregate valuation of the lots identified in our report.

(d) This will be a valuation in accordance with the Red Book, and for this purpose we attach the following

Appendices:-

1. Formal confirmation of the terms of engagement stated in the Red Book under VS 2.1 and following their format of paragraphs listed (a) to (t) and which are mandatory upon us.

2. (a) The format of our Standard General Assumptions and Conditions and Confidentiality

Clause, which we will be adopting for the purpose of our valuation.

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3. Our Standard Terms and Conditions of Business for Valuations, of which we would highlight the following:

(i) They set out the agreed limit to the level of liability that we may incur for our

advice. This is calculated by reference to the level of agreed fee and the level of value of the Property and is an integral part of the overall package of terms and conditions upon which we are prepared to act.

(ii) In relation to payment of our fees, these Terms shall prevail in the event of any

inconsistency between them and any terms specified in your instructions. (e) The agreed fee for providing the services specified in this letter is 44,000 (Forty Four Thousand

Pounds) plus VAT and exclusive of out-of-pocket expenses. In addition, a fee 75 plus VAT per Certificate of Title reviewed, will be charged. Our invoice will be submitted with our report direct to the Borrower. Please note the terms for its payment set out at Appendix 3.

Please note all costs are quoted exclusive of VAT and that Savills Advisory Services Ltd reserve the right to alter or charge an additional fee if: a) the properties to be valued, or our instructions, are amended; b) subsequent to the submission of the final report, additional information (e.g. Certificates of

Title, valuation sensitivities) necessitates changes to the valuation cash flows and report. We also reserve the right to charge additional fees on a time basis for significant work falling outside the scope of the brief or this letter. If any additional work is required we would seek to agree a fixed fee for a specific task prior to commencing work. If in the unlikely event we are unable to agree a fixed fee or we are unable to define a specific piece of work, we would seek to charge our normal hourly or day rates (inclusive of expenses) which are as follows: Hourly Day Rate Rate Director 200 1,500 Associate Director 175 1,200 Consultant/Associate 150 1,000 Assistant 125 900

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We would be grateful if you could please sign, date and return to us the enclosed copy of this letter confirming your acceptance of its contents. Yours faithfully

David Smith MRICS RICS Registered Valuer Associate Director Encs For and on Behalf of bpha Limited I confirm our agreement to the contents of this letter, including fees for which bpha Limited is liable. Responsible signatory from bpha Limited Name: sign and print

Position

Date

-------------------------------------------------------------------------------------------------------------------------------------------------

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APPENDIX 1 RED BOOK CONFIRMATION OF INSTRUCTIONS

Confirmation of Instructions in compliance with paragraph VS 2.1 of the Valuation Standards of the Red Book, using the same numbering, is listed below. The covering letter forming part of these Terms of Engagement states (a) The identification of the client and any other intended users;

(b) The purpose of the valuation;

(c) The subject of the valuation;

The valuation will include all fixtures and fittings and plant and machinery that are normally regarded as part of the land and buildings.

(d) The interest to be valued;

(e) The type of asset or liability and how it is used or classified by the client;

(f) The basis, or bases, of value;

(g) The valuation date;

(h) Disclosure of any material involvement, or a statement that there has not been any previous material involvement;

(i) The status of the valuer;

(j) Our valuation will be expressed in sterling.

(k) We will be adopting our standard General Assumptions which are attached. We reserve the right to revert to you during the course of our instructions to seek your agreement to any additional assumptions;

(l) The extent of the valuer s investigations is as stated in the covering letter forming part of these Terms of Engagement;

(m) The nature of information provided by the Client/his advisors and the extent to which we are to rely upon that information are as stated in the covering letter forming part of these Terms of Engagement;

(n) Our standard requirements of consent to publication shall apply, as set out in our standard Confidentiality Clause, as attached;

(o) Our standard limits/exclusion of liability to parties other than the Client shall apply, as set out in our standard Confidentiality Clause, as attached;

(p) We confirm that the valuation will be undertaken in accordance with these Standards and the IVS, where appropriate;

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(q) We confirm that the valuer has the knowledge, skills and understanding to undertake the valuation competently;

(r) The agreed fee and associated charges are as set out in the covering letter forming part of these Terms of Engagement. The circumstances in which these are payable are as set out in our Standard Terms and Conditions of Business for Commercial Valuations, as attached;

(s) Savills Advisory Services Limited is registered at 33, Margaret Street, London W1G OHJ. We further confirm that a complaints handling procedure is in place, a copy of which is available on request;

(t) The valuation may be subject to monitoring under the Institution s conduct and disciplinary regulations.

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APPENDIX 2 FORMAT OF STANDARD GENERAL ASSUMPTIONS AND CONDITIONS

AND CONFIDENTIALITY AND RESPONSIBILITY CLAUSE GENERAL ASSUMPTIONS AND CONDITIONS General Assumptions Our valuation has been carried out on the basis of the following General Assumptions. If any of them are subsequently found not to be valid, we may wish to review our valuation(s), as there may be an impact on it/them. 1. That the Property is not subject to any unusual or especially onerous restrictions, encumbrances or

outgoings contained in the Freehold Title. Should there be any mortgages or charges, we have assumed that the property would be sold free of them. We have not inspected the Title Deeds or Land Registry Certificate.

2. That we have been supplied with all information likely to have an effect on the value of the Property, and that the information supplied to us and summarised in this report is both complete and correct.

3. That the Property has been constructed and is used in accordance with all statutory and bye-law requirements, and that there are no breaches of planning control. Likewise, that any future construction or use will be lawful (other than those points referred to above).

4. That the Property is not adversely affected, nor is likely to become adversely affected, by any highway, town planning or other schemes or proposals, and that there are no matters adversely affecting value that might be revealed by a local search, replies to usual enquiries, or by any statutory notice (other than those points referred to above).

5. That the Property is structurally sound, and that there are no structural, latent or other material defects. including rot and inherently dangerous or unsuitable materials or techniques, whether in parts of the building(s) we have inspected or not, that would cause us to make additional allowance by way of capital repair (other than those points referred to above). Our inspection of the property and this report do not constitute a building survey.

6. That the Property is connected, or capable of being connected without undue expense, to the public services of gas, electricity, water, telephones and sewerage.

7. That in the construction or subsequent alteration of the Property no use was made of any deleterious or hazardous materials or techniques, such as high alumina cement, calcium chloride additives, woodwool slabs used as permanent shuttering and the like. (other than those points referred to above). We have not carried out any investigations into these matters.

8. That the Property has not suffered any land contamination in the past, nor is it likely to become so contaminated in the foreseeable future. We have not carried out any soil tests or made any other investigations in this respect, and we cannot assess the likelihood of any such contamination.

9. [In the case of a new property, the construction of which has not been completed, the construction will be satisfactorily complete. Furthermore, for any newly constructed property, the builder is a registered member of the NHBC or equivalent and has registered the subject property in accordance with the scheme concerned.

10. Where grants (from the private or public sector) have been given and/or pledged to purchase, build and/or refurbish the subject property, we have assumed that these grants append to title and/or would not have to be repaid by the purchaser.

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11. The highest bidder would account for increasing rents (where applicable) to the maximum possible amount and/or maximising their investment return (in financial terms).

12. That where the proposed security comprises leasehold flats or maisonettes, that the costs of repairs and maintenance or the building and grounds are shared equitably between the flats or maisonettes for the block, that there are suitable mutually enforceable covenants between all leaseholders (who are assumed to be jointly responsible) and the freeholder.

General Conditions Our valuation has been carried out on the basis of the following general conditions: 1. We have made no allowance for any Capital Gains Tax or other taxation liability that might arise upon a

sale of the Property.

2. Our valuation is exclusive of VAT (if applicable).

3. No allowance has been made for any expenses of realisation.

4. No allowance is made for any additional value attributable to goodwill, or to fixtures and fittings which are only of value in situ to the present occupier.

5. Energy Performance Certificates (EPCs) are required for the sale, letting, construction or alteration of all residential buildings, and from 1 October 2008 on non-domestic residential buildings over 538 sq ft (50 sq m) in England and Wales. EPCs will be required on all buildings in Scotland from 4 January 2009. The effect of EPCs on value appears to be limited. We have not considered the Property s EPC rating in forming our opinion of value. However, should EPCs become a significant consideration in the future then we reserve the right to reconsider our opinion of value.

6. The Property has been valued as a single lot, on the basis that any disposal would be of the whole portfolio. No allowance has been made, either positive or negative, should the properties be disposed of either individually or in smaller lot sizes.

7. Where we have provided valuation projections, these are purely indicative as we are not able or permitted to state what values will be in the future. As such, these indications should not be formally relied upon.

8. No allowance has been made for rights, obligations or liabilities arising under the Defective Premises Act 1972, and it has been assumed that all fixed plant and machinery and the installation thereof complies with the relevant UK and EEC legislation.

9. Our valuation is based on market evidence which has come into our possession. That from other agents and valuers is given in good faith but without liability. It is often provided in verbal form. Some comes from databases such as the Land Registry or computer databases to which Savills subscribes. In all cases, other than where we have had a direct involvement with the transactions, we are unable to warrant that the information on which we have relied is correct although we believe it to be so.

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CONFIDENTIALITY AND RESPONSIBILITY In accordance with the recommendations of the RICS, we would state that this report is provided solely for the purpose stated above. It is confidential to and for the use only of the party(ies) to whom it is addressed and no responsibility is accepted to any third party for the whole or any part of its contents. Any third parties rely upon this report at their own risk. Neither the whole nor any part of this report or any reference to it may be included now, or at any time in the future, in any published document, circular or statement, nor published, referred to or used in any way without our written approval of the form and context in which it may appear.

APPENDIX 3 STANDARD TERMS AND CONDITIONS OF BUSINESS FOR VALUATIONS

1. VAT will be added at the prevailing rate to all fees and expenses payable.

2. Unless otherwise agreed, all reasonable expenses incurred during the provision of our valuation will be added to the agreed fee. Such expenses shall include the cost of travelling, photography, plans, artwork for preparation of report appendices, town planning documents, copying charges, faxes, couriers, international phone calls and subsistence. This is not an exhaustive list.

3. The agreed fee and expenses become due for payment upon submission of our report (or if no report, upon completion of the service). Our invoice will be submitted at that time, and becomes due for payment in full, in sterling immediately upon its receipt.

4. Invoices unpaid for 28 days or more will incur interest at a rate of 5% above Barclays Bank base rate from the date of invoice. Fees unpaid for 56 days or more after the date of invoice will incur interest at a higher rate of 30% per annum from the date of invoice.

5. In the event of our instructions being terminated at any time prior to completion of the instruction, a fee will become payable on a time basis (at our prevailing rates) for work carried out up to the moment of termination, subject to a minimum of 50% of the agreed fee, plus all expenses incurred and VAT.

6. In the event of our incurring any expenditure on solicitors or other third parties in order to recover the fee due, this expenditure will be payable by the Client.

7. The Client is responsible for the payment of all fees and expenses, unless it is expressly agreed in writing that another party is responsible.

In the case of valuations for loan security purposes where it is agreed that the Borrower is responsible for payment of Savills fees, the Client nevertheless guarantees payment thereof. Payment of our invoice is not conditional upon drawdown or any other aspect of the proposed loan.

8. Should we be asked to provide any additional services, these will be charged at fees to be agreed with the Client, subject to a minimum fee equal to our time charges (at our prevailing rates) expended thereon.

9. We reserve the right to charge an additional fee should the amount of work involved be greater than expected.

10. Where appropriate, we may sub-contract the provision of certain services to firms or companies that are affiliated with us, including any other Savills group companies. If we choose to do so:-

(a) we will remain responsible to the Client for provision of those services;

(b) the relevant affiliate may invoice the Client or (subject always to paragraph 7 above) the Borrower directly for those of our fees which relate to work carried out by the affiliate. In these

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circumstances, the fees in question are to be paid directly to the affiliate and we will be entitled to assign to the affiliate any rights that we have in respect of those fees.

11. So far as items 1 to 10 above are concerned, should there be any inconsistency between them and any prior letter or other communication from the Client, these Terms of Business shall prevail.

12. We will be providing the services as specified in these Terms of Engagement. No variation of these terms shall be binding unless agreed in writing between Savills and the Client.

13. These Terms of Engagement are subject to English law.

14. Liability Cap. Unless otherwise varied by agreement with your central procurement department and in the absence of express agreement to the contrary in writing and signed on behalf of each party, any liability to any other party which we would otherwise incur shall be limited (a) one third of the value of the Property stated in our formal report or, if less, (b) the agreed multiple of the agreed fee stated in the covering letter forming part of these Terms of Engagement excluding expenses and VAT, in accordance with the table appearing immediately below:

VALUE (b) OUR FEE (a) 0- 2,500 2,501-

6,000 6,001-12,000

12,001-20,000

20,001- 30,000

30,001 or more

0- 999,999 1/3 Value 1/3 Value 1/3 Value 1/3 Value 1/3 Value 1/3 Value 1M- 4.99M 1/5 Value 1/3 Value 1/3 Value 1/3 Value 1/3 Value 1/3 Value

5M-14.99M

1/5 Value 1/5 Value 1/3 Value 1/3 Value 1/3 Value 1/3 Value

15M-39.9M

1/10 Value 1/5 Value 1/5 Value 1/3 Value 1/3 Value 1/3 Value

40M or more

1/20 Value 1/10 Value 1/5 Value 1/5 Value 1/5 Value 1/3 Value (d)

NOTES (a) Fee means the agreed fee stated in the covering letter forming part of these Terms of

Engagement excluding expenses and VAT.

(b) Value means the value of the Property stated in our formal report. Where more than one value is stated for the same property on different bases, Value means the highest valuation figure reported.

(c) In the case of valuations of portfolios, estates, shopping centres and other multi-unit properties within one formal report, Value means the aggregate of our valuations included in the one report.

(d) In all cases our total liability cap is subject to a maximum equal to one third of the Value stated in our formal report, subject to (e) below.

(e) For Values above 150M, our total liability cap is subject to a maximum of 50M.

(f) Savills holds professional indemnity cover of 50M per claim. The liability caps set out above is agreed in the knowledge of this level of cover, unless we hear from the Client or Borrower by return.

a

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We accept responsibility for our valuation only to the party(ies) identified in clause c(iii) of the covering letter forming part of these Terms of Engagement. Should we be asked to extend the responsibility that we are prepared to accept for our valuation to another party or parties, we will give consideration to doing so to named parties, subject to the following minimum fees:

First Extended Party Second & Subsequent Extended parties

For the first 1.00M 0.05% 0.02% per party For the next 9M 0.025% 0.01% per party Thereafter 0.0125% 0.005% per party

The stated percentages are to be applied to the Value of the property as defined at 13(b) above. The

fees stated are exclusive of VAT and expenses, again as defined. They are subject to a minimum of 500.

The above scale applies where we agree to readdress our report to another party or parties. Should additional work be involved, we reserve the right to make a further charge, subject to a minimum of our time-based costs incurred at our usual charge-out rates.

If we agree to accept responsibility to a named party or parties, it will be on terms that Clause 14 above applies to any liability that we would otherwise incur to that party or parties.

15. In these Terms of Engagement the following expressions have the meaning stated:

(a) Red Book means the Royal Institution of Chartered Surveyors Valuation Professional Standards (January 2014).

(b) Savills means Savills Advisory Services Limited. The words we and our shall be construed accordingly.

(c) Client means the addressee of the covering letter forming part of these Terms of Engagement. The words you and your shall be construed accordingly.

(d) The Property means the land and buildings (if applicable) at the address stated in the heading of the covering letter forming part of these Terms of Engagement.

(e) The Borrower (if applicable) means the party stated in the heading of the covering letter forming part of these Terms of Engagement.

16. In accordance with the RICS Code of Conduct for Firms, Savills Advisory Services Ltd operates a formal procedure for dealing with complaints from clients and others. Details of this procedure are available from the Company Secretary, 25 Finsbury Circus, London EC2M 7EE. The procedure does not apply to fee disputes. For unresolved business to business complaints there are provisions for matters to be referred to mediation or arbitration as appropriate. We are also members of the Ombudsman Services: Property for the resolution of any consumer complaints that are not satisfactorily resolved between the parties.

17. Savills does not accept responsibility for any health, safety and welfare matters. We will be undertaking these instructions on the basis that, in accordance with the Health Safety at Work etc Act 1974, these responsibilities are retained in full by the owner/occupier of the relevant property. It will be that party's responsibility to advise Savills of any hazards to which its staff may be exposed. Site visits should be hosted by a representative of the owner/occupier of the property, where possible.

18. Money Laundering Regulations 2007

a

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(a) We are obliged to identify our clients in accordance with the requirements of the Money Laundering Regulations 2007. We are likely to request from you, and retain, some information and documentation for these purposes and/or make searches of appropriate databases electronically. For the avoidance of doubt, searches may also be conducted on directors and beneficial owners of the client as is required by the legislation. If satisfactory evidence of your identity is not provided within a reasonable time, there may be circumstances in which we are not able to proceed with the instruction.

The provision of our services is a business in the regulated sector under the Proceeds of Crime Act 2002 and, as such, we are required to comply with this legislation which includes provisions that may require us to make a money laundering disclosure in relation to information we obtain as part of our normal work. It is not our practice to inform you when such a disclosure is made or the reasons for it because of the restrictions imposed by the 'tipping off' provisions of the legislation.

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TAXATION

United Kingdom Taxation

The following applies only to persons who are the beneficial owners of Bonds and is a summary of the Issuer's understanding of current United Kingdom law and published HM Revenue & Customs practice relating to certain aspects of United Kingdom taxation as at the date of this Prospectus. Some aspects do not apply to certain classes of person (such as dealers and persons connected with the Issuer) to whom special rules may apply. The United Kingdom tax treatment of prospective Bondholders depends on their individual circumstances and may be subject to change at any time in the future, possibly with retrospective effect. This is not intended to constitute a complete analysis of all tax consequences relating to the ownership of the Bonds and it is not intended to be, nor should it be considered to be, legal or tax advice. Prospective Bondholders who may be subject to tax in a jurisdiction other than the United Kingdom or who may be unsure as to their tax position should seek their own professional advice.

A. Interest on the Bonds

1. Payment of interest on the Bonds

Payments of interest by the Issuer on the Bonds may be made without deduction of or withholding on account of United Kingdom income tax provided that the Bonds continue to be listed on a "recognised stock exchange" within the meaning of section 1005 of the Income Tax Act 2007. 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 and in accordance with the provisions of Part 6 of the Financial Services and Markets Act 2000) and admitted to trading on the London Stock Exchange. Provided, therefore, that the Bonds remain so listed, interest on the Bonds will be payable without withholding or deduction on account of United Kingdom tax.

Interest on the Bonds may also be paid without withholding or deduction on account of United Kingdom tax where interest on the Bonds is paid by a company and, at the time the payment is made, the Issuer reasonably believes (and any person by or through whom interest on the Bonds is paid reasonably believes) that the beneficial owner is within the charge to United Kingdom corporation tax as regards the payment of interest, provided that HM Revenue & Customs (HMRC) has not given a direction (in circumstances where it has reasonable grounds to believe that it is likely that the above exemption is not available in respect of such payment of interest at the time the payment is made) that the interest should be paid under deduction of tax.

In other cases, an amount must generally be withheld from payments of interest on the Bonds on account of United Kingdom income tax at the basic rate (currently 20 per cent.). However, where an applicable double tax treaty provides for a lower rate of withholding tax (or for no tax to be withheld) in relation to a Bondholder, HMRC can issue a notice to the Issuer to pay interest to the Bondholder without deduction of tax (or for interest to be paid with tax deducted at the rate provided for in the relevant double tax treaty).

HMRC has powers, in certain circumstances, to obtain information about: payments derived from securities (whether income or capital); certain payments of interest; and securities transactions.

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The persons from whom HMRC can obtain information include: a person who receives (or is entitled to receive) a payment derived from securities; a person who makes such a payment (received from, or paid on behalf of another person); a person by or through whom interest is paid or credited; a person who effects or is a party to securities transactions (which includes an issue of securities) on behalf of others; registrars or administrators in respect of securities transactions; and each registered or inscribed holder of securities.

The information HMRC can obtain includes: details of the beneficial owner of securities; details of the person for whom the securities are held, or the person to whom the payment is to be made (and, if more than one, their respective interests); information and documents relating to securities transactions; and, in relation to interest paid or credited on money received or retained in the United Kingdom, the identity of the security under which interest is paid. HMRC is generally not able to obtain information (under its power relating solely to interest) about a payment of interest to (or a receipt for) a person that is not an individual. This limitation does not apply to HMRC's power to obtain information about payments derived from securities.

In certain circumstances the information which HMRC has obtained using these powers may be exchanged with tax authorities in other jurisdictions.

2. EU Savings Directive

Under EC Council Directive 2003/48/EC (the Directive) on the taxation of savings income, Member States are required to provide to the tax authorities of another Member State details of payments of interest (or similar income) paid by a person within its jurisdiction to an individual resident in that other Member State or to certain limited types of entities established in that other Member State. However, for a transitional period, Luxembourg and Austria are instead required (unless during that period they elect otherwise) to operate a withholding system in relation to such payments (the ending of such transitional period being dependent upon the conclusion of certain other agreements relating to information exchange with certain other countries). A number of non-EU countries and territories including Switzerland have adopted similar measures (a withholding system in the case of Switzerland). In April 2013, the Luxembourg Government announced its intention to abolish the withholding system with effect from 1st January, 2015, in favour of automatic information exchange under the Directive.

On 24th March, 2014, the European Council adopted an EU Council Directive amending and broadening the scope of the requirements described above. In particular, the changes expand the range of payments covered by the Directive to include certain additional types of income, and widen the range of recipients payments to whom are covered by the Directive, to include certain other types of entity and legal arrangement. Member States are required to implement national legislation giving effect to these changes by 1st January, 2016 (which national legislation must apply from 1st January, 2017). If a payment were to be made or collected through a Member State which has opted for a withholding system and an amount of, or in respect of, tax were to be withheld from that payment, neither the Issuer nor any paying agent nor any other person would be obliged to pay additional amounts to the holder of the Bonds or to otherwise compensate the holder of the Bonds for the reduction in the amounts that they will receive as a result of the imposition of such withholding tax.

3. Further United Kingdom Income Tax Issues

Interest on the Bonds constitutes United Kingdom source income for tax purposes and, as such, may be subject to income tax by direct assessment even where paid without withholding.

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However, interest with a United Kingdom source received without deduction or withholding on account of United Kingdom tax will not be chargeable to United Kingdom tax in the hands of a Bondholder (other than certain trustees) who is not resident for tax purposes in the United Kingdom unless that Bondholder carries on a trade, profession or vocation in the United Kingdom through a United Kingdom branch or agency in connection with which the interest is received or to which the Bonds are attributable (and where that Bondholder is a company, unless that Bondholder carries on a trade in the United Kingdom through a permanent establishment in connection with which the interest is received or to which the Bonds are attributable). There are exemptions for interest received by certain categories of agent (such as some brokers and investment managers). The provisions of an applicable double taxation treaty may also be relevant for such Bondholders.

B. United Kingdom Corporation Tax Payers

4. In general, Bondholders which are within the charge to United Kingdom corporation tax will be charged to tax as income on all returns, profits or gains on, and fluctuations in value of, the Bonds (whether attributable to currency fluctuations or otherwise) broadly in accordance with their statutory accounting treatment.

C. Other United Kingdom Tax Payers

5. Taxation of Chargeable Gains

The Bonds will constitute "qualifying corporate bonds" within the meaning of section 117 of the Taxation of Chargeable Gains Act 1992. Accordingly, a disposal by a Bondholder of a Bond will not give rise to a chargeable gain or an allowable loss for the purposes of the UK taxation of chargeable gains.

6. Accrued Income Scheme

On a disposal of Bonds by a Bondholder, any interest which has accrued since the last interest payment date may be chargeable to tax as income under the rules of the accrued income scheme as set out in Part 12 of the Income Tax Act 2007, if that Bondholder is resident in the United Kingdom or carries on a trade in the United Kingdom through a branch or agency to which the Bonds are attributable.

D. Stamp Duty and Stamp Duty Reserve Tax (SDRT)

7. No United Kingdom stamp duty or SDRT is payable on the issue of the Bonds or on a transfer by delivery of the Bonds.

The Proposed Financial Transactions Tax (FTT)

The European Commission has published a proposal for a Directive for a common FTT in Belgium, Germany, Estonia, Greece, Spain, France, Italy, Austria, Portugal, Slovenia and Slovakia (the participating Member States).

The proposed FTT has very broad scope and could, if introduced in its current form, apply to certain dealings in the Bonds (including secondary market transactions) in certain circumstances.

Under current proposals the FTT could apply in certain circumstances to persons both within and outside of the participating Member States. Generally, it would apply to certain dealings in the Bonds where at least one party is a financial institution, and at least one party is established in a participating Member State. A financial institution may be, or be deemed to be, "established" in a participating

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Member State in a broad range of circumstances, including (a) by transacting with a person established in a participating Member State or (b) where the financial instrument which is subject to the dealings is issued in a participating Member State.

The FTT proposal remains subject to negotiation between the participating Member States and is the subject of legal challenge. It may therefore be altered prior to any implementation, the timing of which remains unclear. Additional Member States of the European Union may decide to participate. Prospective holders of the Bonds are advised to seek their own professional advice in relation to the FTT.

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SUBSCRIPTION AND SALE

The Arranger and the Joint Bookrunners have, pursuant to a subscription agreement (the Subscription Agreement) dated 31st March, 2014, jointly and severally agreed to subscribe or procure subscribers for the Bonds at the issue price of 100 per cent. of the principal amount of the Bonds, less a combined selling and management commission. The Issuer shall also reimburse the Arranger and the Joint Bookrunners in respect of certain of their expenses. In addition, the Issuer has agreed to indemnify each of the Arranger and the Joint Bookrunners against certain liabilities, incurred in connection with the issue of the Bonds. The Subscription Agreement may be terminated in certain circumstances prior to payment of the Issuer.

United States

The Bonds have not been and will not be registered under the Securities Act and 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.

The Bonds 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 and regulations thereunder.

Each of the Arranger and the Joint Bookrunners has represented and agreed that, except as permitted by the Subscription Agreement, it will not offer, sell or deliver Bonds (a) as part of its distribution at any time or (b) otherwise until 40 days after the later of the commencement of the offering and the Issue Date 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 of the Bonds, an offer or sale of Bonds within the United States by any dealer that is not participating in the offering may violate the registration requirements of the Securities Act.

Terms used above have the meanings given to them by Regulation S under the Securities Act.

United Kingdom

Each of the Arranger and the Joint Bookrunners has represented and agreed that:

(a) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (the FSMA)) received by it in connection with the issue or sale of any Bonds in circumstances in which Section 21(1) of the FSMA does not apply to the Issuer or the Borrower; 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 any Bonds in, from or otherwise involving the United Kingdom.

General

Each of the Arranger and the Joint Bookrunners has agreed that it will, to the best of its knowledge and belief, comply with all applicable securities laws and regulations in force in any jurisdiction in which it purchases, offers, sells or delivers Bonds or possesses or distributes this Prospectus and will obtain any consent, approval or permission which is, to the best of its knowledge and belief, required

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by it for the purchase, offer, sale or delivery by it of Bonds under the laws and regulations in force in any jurisdiction to which it is subject or in which it makes such purchases, offers, sales or deliveries. None of the Issuer, the Borrower, the Bond Trustee, the Arranger or either of the Joint Bookrunners represents that Bonds may at any time lawfully be sold in compliance with any applicable registration or other requirements in any jurisdiction, or pursuant to any exemption available thereunder, or assumes any responsibility for facilitating such sale.

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GENERAL INFORMATION

Authorisation

The issue of the Bonds has been approved by a resolution of the board of directors of the Issuer dated 17th March, 2014.

Listing of Bonds

It is expected that the official listing of the Bonds will be granted on or about 11th April, 2014 subject only to the issue of the Temporary Global Bond. Application has been made to the UK Listing Authority for the Bonds to be admitted to the Official List and to the London Stock Exchange for the Bonds to be admitted to trading on the London Stock Exchange's regulated market.

The Issuer estimates that the total expenses related to the admission to trading will be £12,635. The Borrower shall pay to the Issuer, inter alia, an amount equal to such expenses in accordance with Clause 18 (Expenses) of the Loan Agreement.

Documents Available

For the period of 12 months following the date of this Prospectus, copies of the following documents will, when published, be available for inspection from the registered office of the Issuer and from the specified office of the Paying Agent for the time being in London:

(a) the constitutional documents of the Issuer and the Borrower;

(b) the audited financial statements, including the reports of the auditors, of the Borrower in respect of the financial years ended 31st March, 2012 and 31st March, 2013. The Borrower currently prepares audited accounts on an annual basis;

(c) the most recently published audited annual financial statements (if any) of the Issuer, and the most recently published unaudited interim financial statements (if any) of the Issuer, together with any audit or review reports prepared in connection therewith;

(d) the Bond Trust Deed, the Agency Agreement, the Account Agreement, the Custody Agreement, the Retained Bond Custody Agreement, the Loan Agreement, the Security Trust Deed and the Legal Mortgages;

(e) the Valuation Report;

(f) a copy of this Prospectus; and

(g) any future offering circulars, prospectuses and information memoranda and any other documents incorporated therein by reference.

Clearing Systems

The Bonds have been accepted for clearance through Euroclear and Clearstream, Luxembourg. The ISIN and the Common Code for the Bonds is XS1052218358 and 105221835, respectively.

The address of Euroclear is Euroclear Bank S.A./N.V., 1 Boulevard du Roi Albert II, B-1210 Brussels and the address of Clearstream, Luxembourg is Clearstream Banking, 42 Avenue JF Kennedy, L-1855 Luxembourg.

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Characteristics of underlying assets

The Loan Agreement has characteristics that demonstrate the capacity to produce funds to service any payments due and payable on the Bonds.

Material or Significant Change

There has been no material adverse change in the financial position or prospects of the Issuer since 6th March, 2014, being the date of its incorporation.

There has been no significant change in the financial or trading position of the Borrower and its subsidiaries since 31st March, 2013 and there has been no material adverse change in the prospects of the Borrower and its subsidiaries since 31st March, 2013.

Litigation

There are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Issuer is aware) since the date of its incorporation which may have, or have had in the recent past, significant effects on the Issuer's financial position or profitability.

There are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Issuer or the Borrower are aware) in the 12 months preceding the date of this Prospectus which may have, or have had in the recent past, significant effects on the Borrower and its subsidiaries' financial position or profitability.

Auditors

The auditors of the Issuer are Grant Thornton, Chartered Accountants and Registered Auditors. As at the date of this Prospectus no financial statements have been prepared in respect of the Issuer. The auditors of the Issuer have no material interest in the Issuer.

The auditors of the Borrower are Grant Thornton, Chartered Accountants and Registered Auditors, who have audited the Borrower's accounts, without qualification, in accordance with generally accepted accounting principles in the United Kingdom for each of the two financial years ended on 31st March, 2012 and 31st March, 2013. The auditors of the Borrower have no material interest in the Borrower.

Post-issuance information

The Issuer does not intend to provide any post-issuance information in relation to the Bonds, the Issuer Security or the Underlying Security, other than as required pursuant to Condition 6.2 (Information Covenants).

Arranger and Joint Bookrunners transacting with the Issuer or the Borrower

The Arranger and the Joint Bookrunners and their respective affiliates may in the future engage in investment banking and/or commercial banking transactions with, and may perform services for, the Issuer and/or the Borrower and their respective affiliates in the ordinary course of business.

Yield

Indication of the yield on the Bonds: 4.816 per cent. (semi annual). The yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield.

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ISSUER

bpha Finance plc Bedford Heights

Manton Lane Bedford MK41 7BJ

BOND TRUSTEE AND SECURITY TRUSTEE

Prudential Trustee Company Limited Laurence Pountney Hill

London EC4R 0HH

PRINCIPAL PAYING AGENT, ACCOUNT BANK, CUSTODIAN AND RETAINED BOND CUSTODIAN

The Bank of New York Mellon, London Branch One Canada Square London E14 5AL

ARRANGER

Canaccord Genuity Limited 88 Wood Street

London EC2V 7QR

JOINT BOOKRUNNERS

Banco Santander, S.A. Barclays Bank PLC Ciudad Grupo Santander 5 The North Colonnade

Avda de Cantabria s/n Canary Wharf 28660 Boadilla del Monte London E14 4BB

Madrid

LEGAL ADVISERS

To the Arranger, the Joint Bookrunners, the Bond Trustee, and the Security Trustee, the Principal Paying Agent, the Account Bank, the Custodian and the Retained Bond Custodian as to English law

Allen & Overy LLP One Bishops Square

London E1 6AD

To the Issuer and the Borrower as to English law

Devonshires Solicitors 30 Finsbury Circus

London EC2M 7DT

AUDITORS

To the Issuer and the Borrower Grant Thornton UK LLP

Grant Thornton House 202 Silbury Boulevard

Central Milton Keynes MK9 1LW 0105547-0000012 ICM:19268292.1