LAND SECURITIES CAPITAL MARKETS PLC (incorporated in England and Wales with limited liability under registered number )

Transcription

1 DRAWDOWN PROSPECTUS LAND SECURITIES CAPITAL MARKETS PLC (incorporated in England and Wales with limited liability under registered number ) Issue of 400,000, per cent. Class A12 Notes due 2026 (Issue Price: 100 per cent.) and 300,000, per cent. Class A13 Notes due 2031 (Issue Price: 100 per cent.) under the 6,000,000,000 Multicurrency Programme for the Issuance of Notes Land Securities Capital Markets PLC (the Issuer) is issuing 400,000, per cent. Class A12 Notes due 2026 (the 2026 Notes) and 300,000, per cent. Class A13 Notes due 2031 (the 2031 Notes and together with the 2026 Notes, the Notes and each of the 2026 Notes and the 2031 Notes, a Sub-Class) under its 6,000,000,000 multicurrency programme for the issuance of notes (the Programme). The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the Securities Act) or any U.S. State securities laws and may not be offered or sold or delivered within the United States, absent registration or an applicable exemption from registration under the Securities Act. In addition, the Notes are subject to U.S. tax law requirements and may not be sold to U.S. Persons (as defined in Regulation S (Regulation S) under the Securities Act). INVESTING IN THE NOTES INVOLVES RISKS. PROSPECTIVE INVESTORS SHOULD CONSIDER THE RISK FACTORS INCORPORATED BY REFERENCE FROM THE BASE PROSPECTUS (SEE DOCUMENTS INCORPORATED BY REFERENCE BELOW). As described further herein, the net proceeds of the Notes will be on-lent to LS Property Finance Company Limited under the terms of the Intercompany Loan Agreement to be applied for the Security Group s lawful purposes, including the making of loans to the Non-Restricted Group Entities and the payment of dividends and other Restricted Payments. The 2026 Notes will bear interest from (and including) 8 February 2017 (the 2026 Notes Issue Date) to (but excluding) 8 February 2024 (the 2026 Notes Step-Up Date) at a fixed rate of per cent. per annum. From the 2026 Notes Step-Up Date the interest rate in respect of the 2026 Notes is scheduled to increase by 0.50 per cent. Interest will be payable semi-annually in arrear on 8 February and 8 August in each year from 8 August 2017 up to (and including) 8 February 2026 (the 2026 Notes Maturity Date), subject as provided in Condition 9(g). The 2026 Notes initially will be sold to investors at a price equal to 100 per cent. of the nominal amount thereof. For a more detailed description of the Notes, see 2026 Notes Issue Terms herein. The 2031 Notes will bear interest from (and including) 8 February 2017 (the 2031 Notes Issue Date) to (but excluding) 8 February 2029 (the 2031 Notes Step-Up Date) at a fixed rate of per cent. per annum. From the 2031 Notes Step-Up Date the interest rate in respect of the 2031 Notes is scheduled to increase by 0.50 per cent. Interest will be payable semi-annually in arrear on 8 February and 8 August in each year from 8 August 2017 up to (and including) 8 February 2031 (the 2031 Notes Maturity Date), subject as provided in Condition 9(g). The 2031 Notes initially will be sold to investors at a price equal to 100 per cent. of the nominal amount thereof. For a more detailed description of the Notes, see 2031 Notes Issue Terms herein. Each Sub-Class will include an optional call at any time at the higher of par or the Swap Mid Curve Amount calculated in accordance with Condition 8(b) as amended by the 2026 Notes Issue Terms (in respect of the 2026 Notes) and the 2031 Notes Issue Terms (in respect of the 2031 Notes) up to but excluding the 2026 Notes Step-Up Date (in respect of the 2026 Notes) and the 2031 Notes Step-Up Date (in respect of the 2031 Notes), each as set out below. From the 2026 Notes Step-Up Date or the 2031 Notes Step-Up Date (as applicable) the relevant Sub-Class will include an optional call at par pursuant to Condition 8(b). This Drawdown Prospectus has been approved by the Central Bank of Ireland as competent authority under Directive 2003/71/EC (as amended, including by Directive 2010/73/EU, the Prospectus Directive). The Central Bank of Ireland only approves this Drawdown Prospectus as meeting the requirements imposed under Irish and European Union (EU) law pursuant to the Prospectus Directive. Application has been made to the Irish Stock Exchange (the Irish Stock Exchange) for the Notes to be admitted to the official list (the Official List) and trading on its regulated market (the Main Securities Market). This Drawdown Prospectus constitutes a Prospectus for the purposes of the Prospectus Directive as implemented in Ireland by the Prospectus (Directive 2003/71/EC) Regulations 2005 (the Prospectus Regulations). References in this Drawdown Prospectus to the Notes being listed (and all related references) shall mean that the Notes have been admitted to the Official List and have been admitted to trading on the Main Securities Market. The Main Securities Market is a regulated market for the purposes of Directive 2004/39/EC of the European Parliament and of the Council on markets in financial institutions. Each Sub-Class is expected on issue to be rated AA by Fitch Ratings Limited (Fitch) and AA by Standard & Poor s Credit Market Services Europe Limited (S&P and, together with Fitch, the Rating Agencies). 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 a Rating Agency. As at the date of this Drawdown Prospectus, each of the Rating Agencies is established in the EU and is registered under Regulation No 1060/2009 (as amended) (the CRA Regulation). As such, each of the Rating Agencies is included in the list of credit rating agencies published by the European Securities and Markets Authority on its website (at in accordance with the CRA Regulation. If any withholding or deduction for or on account of tax is applicable to the Notes, payments of interest on, and principal and premium (if any) on, the Notes will be made subject to any such withholding or deduction, without the Issuer being obliged to pay any additional amount in consequence thereof. 1

2 HSBC Citigroup BNP Paribas BNP Paribas NatWest Markets Citigroup Santander Global Corporate Banking Joint Lead Managers Passive Bookrunners in respect of the 2026 Notes Passive Bookrunners in respect of the 2031 Notes Senior Co-Managers in respect of the 2026 Notes Senior Co-Managers in respect of the 2031 Notes The date of this Drawdown Prospectus is 6 February Lloyds Bank Santander Global Corporate Banking NatWest Markets Handelsbanken Capital Markets SMBC Nikko Handelsbanken Capital Markets SMBC Nikko 2

3 This Drawdown Prospectus comprises a prospectus for the purposes of the Prospectus Directive. This Drawdown Prospectus is to be read in conjunction with all documents which are deemed to be incorporated herein by reference (see Documents Incorporated by Reference ). This Drawdown Prospectus shall be read and construed on the basis that such documents are incorporated in, and form part of, this Drawdown Prospectus. Where there is any inconsistency between the base prospectus dated 15 July 2016 (as supplemented by the supplement dated 23 January 2017 (the Supplement)) relating to the Programme (the Base Prospectus), the language used in this Drawdown Prospectus shall prevail. This Drawdown Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer or by HSBC Bank plc, Lloyds Bank plc, Banco Santander, S.A., BNP Paribas, Citigroup Global Markets Limited, The Royal Bank of Scotland plc (trading as NatWest Markets), SMBC Nikko Capital Markets Limited or Svenska Handelsbanken AB (publ) (together, the Managers) to subscribe for or purchase, any Notes. The distribution of this Drawdown Prospectus and the offer or sale of the Notes in certain jurisdictions is restricted by law. Persons into whose possession this Drawdown Prospectus may come are required by the Issuer and the Managers to inform themselves about and to observe any such restrictions. No person has been authorised in connection with the offering of the Notes to give any information or make any representation regarding the Issuer, the Managers or the Notes other than as contained in this Drawdown Prospectus. Any such representation or information must not be relied upon as having been authorised by the Issuer or the Managers. The delivery of this Drawdown Prospectus at any time does not imply that there has been no change in the Issuer s affairs or that the information contained in it is correct as at any time subsequent to its date. This Drawdown Prospectus may only be used for the purpose for which it has been published. No representation or warranty, express or implied, is made by the Managers as to the accuracy or completeness of the information set forth in this document, and nothing contained in this document is, or shall be relied upon as, a promise or representation, whether as to the past or the future. None of the Managers assumes any responsibility for the accuracy or completeness of the information set forth in this document. Each person contemplating making an investment in the Notes must make its own investigation and analysis of the creditworthiness of the Issuer and its own determination of the suitability of any such investment, with particular reference to its own investment objectives and experience, and any other factors which may be relevant to it in connection with such investment. None of the Issuer or the Managers or any of their respective representatives is making any representation to any offeree or purchaser of the Notes regarding the legality of any investment by such offeree or purchaser under appropriate legal investment or similar laws. Each investor should consult with his own advisers as to the legal, tax, business, financial and related aspects of a purchase of the Notes. Prospective investors must determine the suitability of investment in the Notes in the light of their own circumstances. In particular, prospective investors should: (a) (b) have sufficient knowledge and experience to make a meaningful evaluation of the Notes and the merits and risks of investing in the Notes and the information contained or incorporated by reference in this Drawdown Prospectus or any applicable supplement; have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the Notes and the impact the Notes will have on the investor s overall investment portfolio; 3

4 (c) (d) (e) have sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes, including where the currency for principal or interest payments is different from the investor s currency; understand thoroughly the terms of the Notes and be familiar with the behaviour of any relevant indices and financial markets; and be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic, interest rate and other factors that may affect the investor s investment and ability to bear the applicable risks. In connection with the issue of each Sub-Class, Lloyds Bank plc (the Stabilising Manager) (or persons acting on behalf of the Stabilising Manager) may over-allot Notes or effect transactions with a view to supporting the market price of the Notes at a level higher than that which might otherwise prevail. However, stabilisation may not necessarily occur. Any stabilisation action may begin on or after the date on which adequate public disclosure of the terms of the offer of the relevant issue of Notes is made and, if begun, may cease at any time, but it must end no later than the earlier of 30 days after the 2026 Notes Issue Date in respect of the 2026 Notes or the 2031 Notes Issue Date in respect of the 2031 Notes and 60 days after the date of the allotment of the relevant Sub-Class. Any stabilisation action or over-allotment must be conducted by the Stabilising Manager (or persons acting on behalf of the Stabilising Manager) in accordance with all applicable laws and rules. The distribution of this Drawdown Prospectus and the offering of the Notes (and beneficial interests therein) in certain jurisdictions may be restricted by law. Persons that come into possession of this Drawdown Prospectus are required by the Issuer and the Managers to inform themselves about and to observe any such restrictions. This Drawdown Prospectus does not constitute an offer to sell or the solicitation of an offer to buy the Notes (or any beneficial interest therein) in any jurisdiction in which such offer or solicitation is unlawful. In particular, there are restrictions on the distribution of this Drawdown Prospectus and the offer and sale of the Notes (and beneficial interests therein) in the United States, the United Kingdom, Ireland and other jurisdictions. See Subscription and Sale in the Base Prospectus. RESPONSIBILITY STATEMENT The Issuer accepts responsibility for the information contained in this Drawdown 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 Drawdown Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. Certain Defined Terms, Conventions and Other Considerations in Relation to the Presentation of Information in this Drawdown Prospectus Capitalised terms which are used but not defined in any particular section of this Drawdown Prospectus have the meaning attributed thereto in Terms and Conditions of the Notes in the Base Prospectus or any other section of this Drawdown Prospectus or the sections of the Base Prospectus incorporated by reference herein. Supplemental Prospectus Following the publication of this Drawdown Prospectus a supplement may be prepared by the Issuer and approved by the Central Bank of Ireland in accordance with Article 16 of the Prospectus Directive, in the event of any significant new factor, material mistake or inaccuracy relating to information included in this Drawdown Prospectus which is capable of affecting the assessment of the Notes. Statements contained in any 4

5 such supplement (or contained in any document incorporated by reference therein) shall, to the extent applicable (whether expressly, by implication or otherwise) be deemed to modify or supersede statements contained in this Drawdown Prospectus or in a document (or part thereof) which is incorporated by reference in this Drawdown Prospectus. 5

6 TABLE OF CONTENTS Page RISK FACTORS... 7 TAXATION... 7 DOCUMENTS INCORPORATED BY REFERENCE NOTES ISSUE TERMS NOTES ISSUE TERMS...17 GENERAL INFORMATION

7 RISK FACTORS Prospective investors in the Notes should consider carefully the information contained in this Drawdown Prospectus and the documents which are incorporated by reference in this Drawdown Prospectus and in particular should consider all the risks inherent in making such an investment, including the information in the Chapter in the Base Prospectus entitled Risk Factors (the Programme Risk Factors), before making a decision to invest. The Issuer has identified in the Programme Risk Factors a number of factors which could materially adversely affect the business of the Land Securities Group and its ability to make payments due under the Notes. In addition, factors which are material for the purpose of assessing the market risks associated with the Notes are also described in the Programme Risk Factors. TAXATION See the Chapter in the Base Prospectus entitled Taxation for the other tax considerations applicable to the Notes. 7

8 DOCUMENTS INCORPORATED BY REFERENCE The following documents which have previously been published and have been filed with the Irish Stock Exchange and the Central Bank of Ireland shall be incorporated in, and form part of, this Drawdown Prospectus: (a) (b) the Base Prospectus which is available for viewing on the following website: the Supplement which is available for viewing on the following website: (c) the Land Securities Group PLC Annual Report for each of the financial years ending 31 March 2015 and 31 March 2016 (which contains the audited financial statements of the Land Securities Group). The Annual Report for each of the financial years ending 31 March 2015 and 31 March 2016 are available for viewing on the websites: and (d) the Land Securities Group PLC Half-yearly Report for the six months ended 30 September 2016 (which contains the financial statements of the Land Securities Group). The Half-yearly Report is available for viewing on the website: (e) the audited results of Land Securities Capital Markets PLC in respect of the financial years ending 31 March 2015 and 2016 which are available for viewing on the website: and (f) the audited results of LS Property Finance Company Limited in respect of the financial years ending 31 March 2015 and 2016 which are available for viewing on the website: Any documents themselves incorporated by reference in the documents incorporated by reference in this Drawdown Prospectus shall not form part of this Drawdown Prospectus. Any information contained in any of the documents specified above which is not incorporated by reference in this Drawdown Prospectus is either not relevant to investors or is covered elsewhere in this Drawdown Prospectus. Copies of above documents incorporated by reference in this Base Prospectus can also be obtained from the registered office of the Issuer. 8

9 2026 NOTES ISSUE TERMS The terms and conditions of the 2026 Notes shall consist of the terms and conditions set out in the Chapter in the Base Prospectus entitled Terms and Conditions of the Notes (the Base Conditions) as amended or supplemented by the terms set out below in this section. For the purposes of the 2026 Notes, references in the Base Conditions to Final Terms shall be deemed to refer to the terms of the Notes substantially in the form set out below. The terms of the Notes set out below do not constitute final terms for the purposes of Article 5.4 of the Prospectus Directive Notes Issue Terms dated 6 February 2017 Land Securities Capital Markets PLC Note Issuance Programme in the amount of 6,000,000,000 (the "Programme") Issue of 400,000, per cent. Class A12 Notes due 2026 PART A CONTRACTUAL TERMS Defined terms used herein shall bear the same meanings ascribed to them in the Conditions set forth in the Base Prospectus dated 15 July 2016 and the supplement to the Base Prospectus dated 23 January 2017 which together constitute a base prospectus for the purposes of the Prospectus Directive (the "Base Prospectus"). This document constitutes the 2026 Notes Issue Terms and must be read in conjunction with the Base Prospectus. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these 2026 Notes Issue Terms and the Base Prospectus. The Base Prospectus has been published on the website of the Central Bank ( 1. Issuer: Land Securities Capital Markets PLC 2. (i) Series Number: 6 (ii) Sub-Class Number: A12 (iii) Date on which the Notes will be consolidated and form a single Series: Not Applicable 3. Relevant Currency or Currencies: Sterling ( ) 4. Aggregate Nominal Amount: (i) Series: 700,000,000 (ii) Sub-Class: 400,000, Issue Price: 100 per cent. of the Aggregate Nominal Amount 6. Yield: Indication of yield: per cent. (semi-annual) 9

10 The yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield 7. Specified Denominations: 100,000 and integral multiples of 1,000 in excess thereof up to and including 199,000. No Notes in definitive form will be issued with a denomination above 199, (i) Issue Date: 8 February 2017 (ii) Interest Commencement Date (if different from the Issue Date): Issue Date 9. Maturity Date: 8 February Interest Basis: From and including the Issue Date to but excluding 8 February 2024, per cent. Fixed Rate From and including 8 February 2024 to but excluding the Maturity Date, per cent. Fixed Rate + the Note Step-Up Rate (further particulars specified below) 11. Redemption Basis: Subject to any purchase and cancellation or early redemption, the Notes will be redeemed on the Maturity Date at 100 per cent. of their nominal amount 12. Call Options: Issuer Call Option (further particulars specified below) 13. Date Board approval for issuance of Notes obtained: 23 January 2017 PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE 14. Fixed Rate Note Provisions Applicable (i) Interest Rate: From and including the Issue Date to but excluding 8 February 2024, per cent. per annum payable in arrear on each Note Payment Date (the Initial Interest Rate ) From and including 8 February 2024 to but excluding the Maturity Date, the sum of the Initial Interest Rate and the Note Step-Up Rate payable in arrear on each Note Payment Date 10

11 (ii) Issue Spread: 0.82 per cent. per annum (iii) Interest Determination Date: 8 February and 8 August in each year, not adjusted (iv) Note Payment Date(s): 8 February and 8 August in each year, not adjusted, commencing the First Note Payment Date up to and including the Maturity Date (v) First Note Payment Date: 8 August 2017 (vi) Fixed Coupon Amount(s): (Applicable to Notes in definitive form) From and including the Issue Date to but excluding 8 February 2024, 9.87 per 1,000 in Nominal Amount (vii) Broken Amount(s): Not Applicable (viii) Day Count Fraction: Actual/Actual ICMA From and including 8 February 2024 to but excluding the Maturity Date, per 1,000 in Nominal Amount (ix) Reference Gilt: UK Treasury per cent. due September Floating Rate Note Provisions Not Applicable 16. Floating Rate Step-Up (Condition 6(f)) Applicable For the purposes of the Notes, Condition 6(f) shall be deemed to be deleted and replaced with the following: (f) Floating Rate Step-Up (i) Note Step-Up Rate: 0.50 per cent. (ii) Note Step-Up Date: 8 February 2024 This Condition 6(f) is applicable only if the 2026 Notes Issue Terms specifies the Floating Rate Step-Up as applicable. From and including the Note Step-Up Date specified in the 2026 Notes Issue Terms, the Interest Rate in respect of the Notes will be the Initial Interest Rate plus the Note Step-Up Rate specified in the 2026 Notes Issue Terms. (iii) Margin (for purposes of Condition 6(f)): 0.00 per cent. 17. Zero Coupon Note Provisions Not Applicable 11

12 18. Indexed Note Provisions Not Applicable PROVISIONS RELATING TO REDEMPTION 19. Issuer Call Option Applicable (i) Optional Redemption Date(s): As set out in Conditions 8(b), (c), (d) and (e) (ii) Redemption Amount(s): As calculated pursuant to Condition 8(b), the Swap Mid Curve Amount, where for the purposes of the Notes, Condition 8(b) shall be amended so that: (i) Redemption Rate shall be deemed to mean the Relevant Swap Mid Curve Rate plus the Redemption Margin or, if the Relevant Swap Mid Curve Rate is not able to be determined, such rate as may be approved by the Note Trustee plus the Redemption Margin; and (ii) Relevant Swap Mid Curve Rate shall be deemed to mean the mid-point of the bid-side and offer-side rates for the fixed leg of a hypothetical interest rate swap with a notional profile equal to the semi-annual interest that would be payable on the relevant Sub- Class of Notes to be redeemed, with the same payment dates as the relevant Notes, against a floating leg of Six Month Sterling LIBOR with no spread, where the rates for such hypothetical interest rate swap are as displayed on the Bloomberg <ICAB1> page or such other page as may replace the Bloomberg <ICAB1> page on that service for the purpose of displaying such information or, if that service ceases to display such information, the Relevant Swap Mid Curve Rate shall be determined by a financial adviser, which may be a gilt-edged market maker, (nominated by the Issuer and approved by the Note Trustee) using its standard valuation methodology as at the date of calculation) as at or about a.m. (London time) on such Relevant Date. (iii) Reference Bond: Not Applicable (iv) Quotation Time: Not Applicable (v) Redemption Margin: 0.11 per cent. For Conditions 8(b), (c), (d) and (e), as set out in Conditions 8(b), (c), (d) and (e) respectively. (vi) If redeemable in part: 12

13 (a) (b) Minimum Redemption Amount: Maximum Redemption Amount: Not Applicable Not Applicable 20. Final Redemption Amount As set out in Condition 8(a), 1,000 per 1,000 Nominal Amount 21. Early Redemption Amount payable on redemption as a result of a Ratings Event or on the occurrence of an Index Event or for tax reasons or on event of default: As set out in Condition 8(c) (Optional Redemption as Result of Ratings Event), Condition 8(d)(i) (Optional Redemption for Index Events), Condition 8(d)(ii) (Optional Redemption for Taxation Reasons) and Condition 11(b) (Issuer Event of Default) respectively STATUS AND RANKING OF THE NOTES 22. Class: Class A Notes 23. Priority: Priority 1 Notes 24. If Subordinated Notes, ranking in relation to other Classes of Subordinated Notes: Not Applicable GENERAL PROVISIONS APPLICABLE TO THE NOTES 25. (a) Form of Notes: Bearer (i) If issued in Bearer form: Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for Definitive Notes in the limited circumstances specified in the Permanent Global Note (ii) If issued in Registered form: Not Applicable (b) New Global Note: Yes 26. Additional Financial Centre(s): Not Applicable 27. Talons for future Coupons to be attached to Definitive Notes: No ICL LOAN TERMS 28. ICL Loan: 400,000, Governing law of relevant ICL Loan: English law 30. Interest rate on relevant ICL Loan: (Exceeding the rate payable on the Notes which are the subject of these 2026 Notes Issue Terms by 13

14 a margin of 0.01% per annum) 31. ICL Loan Payment Dates: 3 February and 3 August in each year, commencing 3 August Term of relevant ICL Loan: 8 February Priority ranking of relevant ICL Loan Priority Loan to value ratio: per cent. 35. Party responsible for calculating the rate of interest, interest amount(s) and redemption amount: 36. Banks with which the main accounts are held: 37. Relationship between the Issuer and FinCo and details of the principle terms of that relationship: As per the Conditions Lloyds Bank plc As described in the Base Prospectus 14

15 PART B - OTHER INFORMATION 1. LISTING (i) Listing: Irish Stock Exchange plc (ii) Admission to trading: Application has been made to the Central Bank of Ireland (the "Central Bank"), as competent authority under Directive 2003/71/EC, for the 2026 Notes Issue Terms to be approved. Application has been made to the Irish Stock Exchange for Notes to be admitted to the Official List and trading on its regulated market (iii) Estimate of total expenses related to admission to trading: EUR 2, RATINGS Ratings: The Notes to be issued are expected to be rated AA by Fitch Ratings Limited ("Fitch") and AA by Standard & Poor's Credit Market Services Europe Limited ("S&P"). Each of Fitch and S&P is established in the European Union and is registered under CRA Regulations 3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE Save for any fees payable to the Managers, so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer. The Managers and their affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform other services for, the Issuer and its affiliates in the ordinary course of business. 4. OPERATIONAL INFORMATION (i) ISIN: XS (ii) Common Code: (iii) Any clearing system other than Euroclear and Clearstream, Luxembourg and the relevant identification number(s): Not applicable (iv) Delivery: Delivery against payment (v) (vi) Names and addresses of additional Paying Agent(s) (if any): Intended to be held in a manner which would allow Eurosystem eligibility: Not applicable Yes. Note that the designation "yes" simply means that the Notes are intended upon issue to be deposited with one of the ICSDs as common safekeeper and does not 15

16 necessarily mean that the Notes will be recognised as eligible collateral for Eurosystem monetary policy and intra day credit operations by the Eurosystem either upon issue or at any or all times during their life. Such recognition will depend upon the ECB being satisfied that Eurosystem eligibility criteria have been met 5. DISTRIBUTION (i) Method of distribution: Syndicated (ii) If syndicated, names of Managers/Class R Underwriters: Joint Lead Managers HSBC Bank plc Lloyds Bank plc Passive Bookrunners Citigroup Global Markets Limited Banco Santander, S.A. Senior Co-Managers BNP Paribas The Royal Bank of Scotland plc (trading as NatWest Markets) SMBC Nikko Capital Markets Limited Svenska Handelsbanken AB (publ) (iii) Stabilisation Manager(s) (if any): Lloyds Bank plc. In connection with the issue of the Notes, Lloyds Bank plc may over-allot or effect transactions which stabilise or maintain the market price of the Notes at a level which might not otherwise prevail. Such stabilising, if commenced, may be discontinued at any time (iv) If non-syndicated, name of Dealer: Not Applicable (v) U.S. Selling Restrictions: Reg. S Compliance Category 2; TEFRA D 6. U.S. TAX CONSIDERATIONS The Notes are not Specified Notes for purposes of Section 871(m) 16

17 2031 NOTES ISSUE TERMS The terms and conditions of the 2031 Notes shall consist of the terms and conditions set out in the Chapter in the Base Prospectus entitled Terms and Conditions of the Notes (the Base Conditions) as amended or supplemented by the terms set out below in this section. For the purposes of the 2031 Notes, references in the Base Conditions to Final Terms shall be deemed to refer to the terms of the Notes substantially in the form set out below. The terms of the Notes set out below do not constitute final terms for the purposes of Article 5.4 of the Prospectus Directive Notes Issue Terms dated 6 February 2017 Land Securities Capital Markets PLC Note Issuance Programme in the amount of 6,000,000,000 (the "Programme") Issue of 300,000, per cent. Class A13 Notes due 2031 PART A CONTRACTUAL TERMS Defined terms used herein shall bear the same meanings ascribed to them in the Conditions set forth in the Base Prospectus dated 15 July 2016 and the supplement to the Base Prospectus dated 23 January 2017 which together constitute a base prospectus for the purposes of the Prospectus Directive (the "Base Prospectus"). This document constitutes the 2031 Notes Issue Terms and must be read in conjunction with the Base Prospectus. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these 2031 Notes Issue Terms and the Base Prospectus. The Base Prospectus has been published on the website of the Central Bank ( 1. Issuer: Land Securities Capital Markets PLC 2. (i) Series Number: 6 (ii) Sub-Class Number: A13 (iii) Date on which the Notes will be consolidated and form a single Series: Not Applicable 3. Relevant Currency or Currencies: Sterling ( ) 4. Aggregate Nominal Amount: (i) Series: 700,000,000 (ii) Sub-Class: 300,000, Issue Price: 100 per cent. of the Aggregate Nominal Amount 6. Yield: 17

18 Indication of yield: 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 7. Specified Denominations: 100,000 and integral multiples of 1,000 in excess thereof up to and including 199,000. No Notes in definitive form will be issued with a denomination above 199, (i) Issue Date: 8 February 2017 (ii) Interest Commencement Date (if different from the Issue Date): Issue Date 9. Maturity Date: 8 February Interest Basis: From and including the Issue Date to but excluding 8 February 2029, per cent. Fixed Rate From and including 8 February 2029 to but excluding the Maturity Date, per cent. Fixed Rate + the Note Step-Up Rate (further particulars specified below) 11. Redemption Basis: Subject to any purchase and cancellation or early redemption, the Notes will be redeemed on the Maturity Date at 100 per cent. of their nominal amount 12. Call Options: Issuer Call Option (further particulars specified below) 13. Date Board approval for issuance of Notes obtained: 23 January 2017 PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE 14. Fixed Rate Note Provisions Applicable (i) Interest Rate: From and including the Issue Date to but excluding 8 February 2029, per cent. per annum payable in arrear on each Note Payment Date (the Initial Interest Rate ) From and including 8 February 2029 to but excluding the Maturity Date, the sum of the Initial Interest Rate and the Note Step-Up Rate payable 18

19 in arrear on each Note Payment Date (ii) Issue Spread: 0.82 per cent. per annum (iii) Interest Determination Date: 8 February and 8 August in each year, not adjusted (iv) Note Payment Date(s): 8 February and 8 August in each year, not adjusted, commencing the First Note Payment Date up to and including the Maturity Date (v) First Note Payment Date: 8 August 2017 (vi) Fixed Coupon Amount(s): (Applicable to Notes in definitive form) From and including the Issue Date to but excluding 8 February 2029, per 1,000 in Nominal Amount (vii) Broken Amount(s): Not Applicable (viii) Day Count Fraction: Actual/Actual ICMA From and including 8 February 2029 to but excluding the Maturity Date, per 1,000 in Nominal Amount (ix) Reference Gilt: UK Treasury 6 per cent. due December Floating Rate Note Provisions Not Applicable 16. Floating Rate Step-Up (Condition 6(f)) Applicable For the purposes of the Notes, Condition 6(f) shall be deemed to be deleted and replaced with the following: (f) Floating Rate Step-Up (i) Note Step-Up Rate: 0.50 per cent. (ii) Note Step-Up Date: 8 February 2029 This Condition 6(f) is applicable only if the 2031 Notes Issue Terms specifies the Floating Rate Step-Up as applicable. From and including the Note Step-Up Date specified in the 2031 Notes Issue Terms, the Interest Rate in respect of the Notes will be the Initial Interest Rate plus the Note Step-Up Rate specified in the 2031 Notes Issue Terms. (iii) Margin (for purposes of Condition 6(f)): 0.00 per cent. 19

20 17. Zero Coupon Note Provisions Not Applicable 18. Indexed Note Provisions Not Applicable PROVISIONS RELATING TO REDEMPTION 19. Issuer Call Option Applicable (i) Optional Redemption Date(s): As set out in Conditions 8(b), (c), (d) and (e) (ii) Redemption Amount(s): As calculated pursuant to Condition 8(b), the Swap Mid Curve Amount, where for the purposes of the Notes, Condition 8(b) shall be amended so that: (i) Redemption Rate shall be deemed to mean the Relevant Swap Mid Curve Rate plus the Redemption Margin or, if the Relevant Swap Mid Curve Rate is not able to be determined, such rate as may be approved by the Note Trustee plus the Redemption Margin; and (ii) Relevant Swap Mid Curve Rate shall be deemed to mean the mid-point of the bid-side and offer-side rates for the fixed leg of a hypothetical interest rate swap with a notional profile equal to the semi-annual interest that would be payable on the relevant Sub- Class of Notes to be redeemed, with the same payment dates as the relevant Notes, against a floating leg of Six Month Sterling LIBOR with no spread, where the rates for such hypothetical interest rate swap are as displayed on the Bloomberg <ICAB1> page or such other page as may replace the Bloomberg <ICAB1> page on that service for the purpose of displaying such information or, if that service ceases to display such information, the Relevant Swap Mid Curve Rate shall be determined by a financial adviser, which may be a gilt-edged market maker, (nominated by the Issuer and approved by the Note Trustee) using its standard valuation methodology as at the date of calculation) as at or about a.m. (London time) on such Relevant Date. (iii) Reference Bond: Not Applicable (iv) Quotation Time: Not Applicable (v) Redemption Margin: 0.12 per cent. For Conditions 8(b), (c), (d) and (e), as set out in Conditions 8(b), (c), (d) and (e) respectively. 20

21 (vi) If redeemable in part: (a) (b) Minimum Redemption Amount: Maximum Redemption Amount: Not Applicable Not Applicable 20. Final Redemption Amount As set out in Condition 8(a), 1,000 per 1,000 Nominal Amount 21. Early Redemption Amount payable on redemption as a result of a Ratings Event or on the occurrence of an Index Event or for tax reasons or on event of default: As set out in Condition 8(c) (Optional Redemption as Result of Ratings Event), Condition 8(d)(i) (Optional Redemption for Index Events), Condition 8(d)(ii) (Optional Redemption for Taxation Reasons) and Condition 11(b) (Issuer Event of Default) respectively STATUS AND RANKING OF THE NOTES 22. Class: Class A Notes 23. Priority: Priority 1 Notes 24. If Subordinated Notes, ranking in relation to other Classes of Subordinated Notes: Not Applicable GENERAL PROVISIONS APPLICABLE TO THE NOTES 25. (a) Form of Notes: Bearer (i) If issued in Bearer form: Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for Definitive Notes in the limited circumstances specified in the Permanent Global Note (ii) form: If issued in Registered Not Applicable (b) New Global Note: Yes 26. Additional Financial Centre(s): Not Applicable 27. Talons for future Coupons to be attached to Definitive Notes: No ICL LOAN TERMS 28. ICL Loan: 300,000, Governing law of relevant ICL Loan: English law 21

22 30. Interest rate on relevant ICL Loan: (Exceeding the rate payable on the Notes which are the subject of these 2031 Notes Issue Terms by a margin of 0.01% per annum) 31. ICL Loan Payment Dates: 3 February and 3 August in each year, commencing 3 August Term of relevant ICL Loan: 8 February Priority ranking of relevant ICL Loan Priority Loan to value ratio: per cent. 35. Party responsible for calculating the rate of interest, interest amount(s) and redemption amount: 36. Banks with which the main accounts are held: 37. Relationship between the Issuer and FinCo and details of the principle terms of that relationship: As per the Conditions Lloyds Bank plc As described in the Base Prospectus 22

23 PART B - OTHER INFORMATION 1. LISTING (i) Listing: Irish Stock Exchange plc (ii) Admission to trading: Application has been made to the Central Bank of Ireland (the "Central Bank"), as competent authority under Directive 2003/71/EC, for the 2031 Notes Issue Terms to be approved. Application has been made to the Irish Stock Exchange for Notes to be admitted to the Official List and trading on its regulated market (iii) Estimate of total expenses related to admission to trading: EUR 2, RATINGS Ratings: The Notes to be issued are expected to be rated AA by Fitch Ratings Limited ("Fitch") and AA by Standard & Poor's Credit Market Services Europe Limited ("S&P". Each of Fitch and S&P is established in the European Union and is registered under CRA Regulations 3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE Save for any fees payable to the Managers, so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer. The Managers and their affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform other services for, the Issuer and its affiliates in the ordinary course of business. 4. OPERATIONAL INFORMATION (i) ISIN: XS (ii) Common Code: (iii) Any clearing system other than Euroclear and Clearstream, Luxembourg and the relevant identification number(s): Not applicable (iv) Delivery: Delivery against payment (v) (vi) Names and addresses of additional Paying Agent(s) (if any): Intended to be held in a manner which would allow Eurosystem eligibility: Not applicable Yes. Note that the designation "yes" simply means that the Notes are intended upon issue to be deposited with one of the ICSDs as common safekeeper and does not 23

24 necessarily mean that the Notes will be recognised as eligible collateral for Eurosystem monetary policy and intra day credit operations by the Eurosystem either upon issue or at any or all times during their life. Such recognition will depend upon the ECB being satisfied that Eurosystem eligibility criteria have been met. 5. DISTRIBUTION (i) Method of distribution: Syndicated (ii) If syndicated, names of Managers/Class R Underwriters: Joint Lead Managers HSBC Bank plc Lloyds Bank plc Passive Bookrunners BNP Paribas The Royal Bank of Scotland plc (trading as NatWest Markets) Senior Co-Managers Citigroup Global Markets Limited Banco Santander, S.A. SMBC Nikko Capital Markets Limited Svenska Handelsbanken AB (publ) (iii) Stabilisation Manager(s) (if any): Lloyds Bank plc. In connection with the issue of the Notes, Lloyds Bank plc may over-allot or effect transactions which stabilise or maintain the market price of the Notes at a level which might not otherwise prevail. Such stabilising, if commenced, may be discontinued at any time. (iv) If non-syndicated, name of Dealer: Not Applicable (v) U.S. Selling Restrictions: Reg. S Compliance Category 2; TEFRA D 6. U.S. TAX CONSIDERATIONS The Notes are not Specified Notes for purposes of Section 871(m). 24

25 GENERAL INFORMATION Authorisation The issue of the Notes has been duly authorised by a resolution of the board of directors of the Issuer passed on 23 January Listing of Notes This Drawdown Prospectus has been approved by the Central Bank of Ireland as a prospectus. Application has also been made to the Irish Stock Exchange for Notes issued under the Programme to be admitted to the Official List and to trading on the Main Securities Market. Documents Available For the period of 12 months following the date of this Drawdown Prospectus, copies of the following documents will, when published, be available in physical form for inspection during normal business hours (upon the giving of at least 24 hours notice) from the registered office of the Issuer: (a) the Memorandum and Articles of Association of the Issuer; (b) the Land Securities Group PLC Annual Report for each of the financial years ending 31 March 2015 and 31 March 2016; (c) the Land Securities Group PLC Half-yearly Report for the six months ended 30 September 2016 ; (d) (e) (f) the 2015 and 2016 audited results of the Issuer; the 2015 and 2016 audited results of FinCo; copies of the following documents: (i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix) (x) (xi) (xii) the Trust Deed; the Agency Agreement; the Issuer Deed of Charge; the Intercompany Loan Agreement; the Security Trust and Intercreditor Deed; the Obligor Floating Charge Agreement; the Common Terms Agreement; the Account Bank and Cash Management Agreement; the Tax Deed of Covenant; any transfers of Mortgaged Properties owned by Obligors that are partners in UK partnerships or are incorporated in Jersey; the Trust Agreements for each such title; the Beneficiary Undertakings in relation to Mortgaged Properties beneficially owned by Obligors that are UK partnerships or are incorporated in Jersey; and 25

26 (g) (xiii) the CBRE Valuation Report as at 30 September 2016; this Drawdown Prospectus (including the 2026 Notes Issue Terms and the 2031 Notes Issue Terms); (h) (i) the Base Prospectus; and the Supplement and any other supplements to the Base Prospectus. Clearing Systems The Notes have been accepted for clearance through Euroclear and Clearstream, Luxembourg which are the entities in charge of keeping the records. The applicable Common Codes and ISINs in respect of each Sub- Class are specified in the 2026 Notes Issue Terms and 2031 Notes Issue Terms as applicable. The address of Euroclear is Euroclear Bank SA/NV, 1 Boulevard du Roi Albert II, B-1210 Brussels. The address of Clearstream, Luxembourg is Clearstream Banking, société anonyme, 42 Avenue JF Kennedy, L Luxembourg. Material Contracts Neither the Issuer nor FinCo have entered into any contracts or arrangements not being in their ordinary course of business. Material Adverse Change in Prospectus There has been no material adverse change in the prospects of the Issuer or FinCo since 31 March 2016, the last published audited financial statements of the Issuer and FinCo. There has been no material adverse change in the prospects of Land Securities Group PLC since 31 March 2016, the date of its last published audited financial statements. Significant Change in Trading or Financial Position There has been no significant change in the trading or financial position of the Issuer or FinCo since 31 March 2016, the end of the last financial period for which the audited financial statements of Issuer and FinCo have been published. There has been no significant change in the trading or financial position of the Land Securities Group since 30 September Litigation Neither the Issuer, FinCo nor Land Securities Group PLC is or has been involved in any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Issuer is aware) in the 12 months preceding the date of this Drawdown Prospectus which may have or have in such period had a significant effect on the financial position or profitability of the Issuer, FinCo or the Land Securities Group. Auditors Ernst & Young LLP are the independent auditors of the Issuer, FinCo and Land Securities Group PLC and have audited the accounts of each of the Issuer and FinCo for the financial years ended 31 March 2015 and 31 March 2016 and Land Securities Group PLC for each of the financial years ended 31 March 2015 and 31 26

27 March 2016 and reported thereon without qualification. Ernst & Young LLP is registered to perform audit work by the Institute of Chartered Accountants in England and Wales. Managers Transacting with the Issuer Certain of the Managers and their respective affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform services to, the Issuer and its affiliates in the ordinary course of business. In addition, in the ordinary course of their business activities, the Managers and their respective affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers. Such investments and securities activities may involve securities and/or instruments of the Issuer or Issuer s affiliates. The Managers and their respective affiliates that have a lending relationship with the Issuer routinely hedge their credit exposure to the Issuer consistent with their customary risk management policies. Typically, the Arrangers, such Managers and their respective affiliates would hedge such exposure by entering into transactions which consist of either the purchase of credit default swaps or the creation of short positions in securities, including potentially the Notes. Any such short positions could adversely affect future trading prices of the Notes. The Managers and their respective affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments. 27

28 REGISTERED AND HEAD OFFICE OF THE ISSUER Land Securities Capital Markets PLC 100 Victoria Street London SW1E 5JL OBLIGOR SECURITY TRUSTEE AND NOTE TRUSTEE Deutsche Trustee Company Limited Winchester House 1 Great Winchester Street London EC2N 2DB LEGAL ADVISERS To the Issuer as to English law Allen & Overy LLP One Bishops Square London E1 6AD To the Managers as to English law Clifford Chance LLP 10 Upper Bank Street London E14 5JJ AGENT BANK, PRINCIPAL PAYING AGENT AND IRISH PAYING AGENT Deutsche International TRANSFER AGENT Corporate Services (Ireland) Deutsche Bank AG, London Branch Ltd Winchester House 5 Harbourmaster Place Services Centre 1 Great Winchester Street International Financial London EC2N 2DB North Wall Quay Dublin 1 LISTING AGENT A&L Listing Limited International Financial Services Centre North Wall Quay Dublin 1 AUDITORS TO THE ISSUER AND THE MEMBERS OF THE SECURITY GROUP Ernst & Young LLP 1 More London Place London SE1 2AF United Kingdom JOINT LEAD MANAGERS HSBC Bank plc Lloyds Bank plc 8 Canada Square 10 Gresham Street London E14 5HQ London EC2V 7AE PASSIVE BOOKRUNNERS IN RESPECT OF THE 2026 NOTES Citigroup Global Markets Limited Banco Santander, S.A. Citigroup Centre Ciudad Grupo Santander Canada Square Edificio Encinar Canary Wharf Avenida de Cantabria London E14 5LB 28660, Boadilla del Monte Madrid PASSIVE BOOKRUNNERS IN RESPECT OF THE 2031 NOTES BNP Paribas The Royal Bank of Scotland plc (trading as NatWest Markets) 10 Harewood Avenue 250 Bishopsgate London NW1 6AA London EC2M 4AA 28