Terms of the Offering

INVESTMENT MEMORANDUM

AUDLEY FUNDING PLC

(incorporated with limited liability in England and Wales)

And the series issuer of

PEMBRIDGE CAPITAL ETFLN

ISSUE OF UP TO

£50,000,000 Secured Notes due 2037

ISIN: 

SEDOL:

Under the £200,000,000 Secured Medium Term Note Programme

Series 2017-F4

Issue Price: 100%

The Notes (the “Notes“) issued under the Secured Medium Term Note Programme (the “Programme“) have been admitted for listing and trading on the Official List (the “Official List“) of the Frankfurt Stock Exchange. References in this Investment Memorandum to the Series 2017-F4 Notes being “listed” (and all related references) shall mean that the Series 2017-F4Notes have been admitted to the Official List.

Audley Funding plc (the “Issuer“) has in issue £50,000,000 Secured Notes due 2037, the “Series 2017-F4 Notes” under the Secured Medium Term Note Programme (the “Programme”) of the Issuer. This Investment Memorandum is qualified in its entirety by the Listing Particulars. Words and expressions defined in the Listing Particulars shall have the same meanings herein.

The Series 2017-F4 Notes have been authorised by the Board of Directors of the Issuer on [●] 2017 to be deposited with Euroclear UK & Ireland Limited in accordance with the Uncertificated Securities Regulations 2001 (SI2001 No. 3755) including any modification thereof for the time being in force (the “CREST Regulations”) and the rules, regulations, procedures, facilities and requirements as defined in the CREST Regulations.  The register of the Series 2017-F4 Notes shall be maintained at all times in the United Kingdom by the Registrar where title is recorded as being held in uncertificated form.  The Series 2017-F4 Notes may be transferred by means of the Relevant System (as defined in the CREST Regulations).

This Investment Memorandum is provided in confidence only to: (a) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) and/or (b) high net worth companies (or persons to whom it may otherwise be lawfully communicated) falling within Article 49(2)(a) to (d) of the Order and/or (c) persons who otherwise fall within an exemption set forth in the Order so that section 21(1) of the Financial Services and Markets Act 2000 does not apply to the Issuer and/or (d) a person to whom this Memorandum can be sent lawfully in accordance with all other applicable securities laws. If this is not the case then you must return this Investment Memorandum immediately.  It is not directed at and may not be acted on by anyone else.

No derivatives are used by the Series 2017-F4 Securities and investors are not exposed to any complex or sophisticated financial instruments. The Series 2017-F4 Securities are not sophisticated or complex products and include no embedded derivatives which may otherwise give rise to such classification.

Investing in the Series 2017-F4 Notes issued under the Programme involves certain risks. The principal risk factors that may affect the ability of the Issuer to fulfil their respective obligations under the Programme are only summarised below; reference should be made to the “Risk Factors” in the Listing Particulars.