Saad Investments Finance Company (No. 3) Limited

Transcription

1 Saad Investments Finance Company (No. 3) Limited (incorporated with limited liability in the Cayman Islands and having its corporate seat in the Cayman Islands) 70,000,000 Guaranteed Floating Rate Note due 23 December 2010 and 70,000,000 Guaranteed Floating Rate Note due 23 October 2011 (Issue Price: 100 per cent.) Application has been made to the Irish Financial Services Regulatory Authority (IFSRA), as competent authority under Directive 2003/71/EC (the Prospectus Directive), for this Prospectus to be approved. Application has been made to the Irish Stock Exchange (Irish Stock Exchange) for the 70,000,000 Guaranteed Floating Rate Note due 23 October 2011 (the Second Note), to be admitted to the Official List and to trading on its regulated market. The Irish Stock Exchange is a regulated market for the purpose of Directive 93/22/EEC. The approval of this Prospectus by IFSRA relates only to Notes which are to be admitted to trading on the regulated market of the Irish Stock Exchange or other regulated markets for the purposes of Directive 93/22/EEC or which are to be offered to the public in any Member State of the European Economic Area. The 70,000,000 Guaranteed Floating Rate Note due 23 December 2010 (the First Note) was issued on 23 December 2005 (the First Issue Date) and the Second Note was issued on 23 October 2006 (the Issue Date) by Saad Investments Finance Company (No. 3) Limited (the Issuer) a private company with limited liability incorporated under the laws of the Cayman Islands. This document constitutes a "prospectus" for the purposes of the Prospectus Directive. Copies of this document have been filed with and approved by IFSRA as required by the Prospectus Directive. The issue price of each Note is 100 per cent. Repayment of principal in respect of the Notes will be made to the holder of the Notes (the Noteholder) on the First Maturity Date in the case of the First Note and on the Second Maturity Date in the case of the Second Note, except as provided in the terms and conditions of the Notes (the Conditions). The Notes may be redeemed early as a result of Condition 11.2 (Early Redemption). Each Note bears interest on its Outstanding Principal Amount calculated on the basis of a 365 day year at GBP LIBOR from (and including) the First Issue Date (with respect to the First Note) and the Issue Date (with respect to the Second Note). Interest will be payable on each Interest Payment Date, commencing on 23 March 2006 (in the case of the First Note) and 23 December 2006 (in the case of the Second Note) up to (and including), in each case, the applicable due date for redemption. Each Note is a secured, limited recourse obligation of the Issuer and the payment of the principal and interest in respect of the First Note has been unconditionally and irrevocably guaranteed by the Guarantor under the First Note Guarantee dated 23 December 2005 and the payment of principal and interest in respect of the Second Note has been unconditionally and irrevocably guaranteed by the Guarantor under the Second Note Guarantee dated 23 October In particular, the Notes are not obligations or responsibilities of, and will not be guaranteed by, the Security Trustee, the Fiscal Agent or the Agent Bank (each as defined below). No person, other than the Issuer and the Guarantor, will accept any liability to the Noteholder in respect of any failure by the Issuer to pay any amount due under the Notes. Each Note is issued in registered form and a Note Certificate has been issued to the Noteholder in respect of its registered holding of each Note. For a discussion of certain risks and other factors that should be considered in connection with an investment in the Notes, see the section entitled "Risk Factors". The date of this Prospectus is 20 December, The Issuer accepts responsibility for the information contained in this document and to the best of the knowledge and belief of the Issuer (which has taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information. In particular, none of the Security Trustee, the Fiscal Agent and the Agent Bank has verified or accepts any liability whatsoever for the completeness or accuracy of such information.

2 No dealer, salesperson or such other person has been authorised to give any information or to make any representation not contained in this document and, if given or made, such information or representation must not be relied upon as having been authorised by or on behalf of any of the Issuer, the Security Trustee, the Agent Bank, the Fiscal Agent or the shareholders of the Issuer. Neither the delivery of this document nor any sale made in connection with the offering of the Notes shall, under any circumstances, constitute a representation or imply that there has been no change in the affairs of any of the Issuer or the information contained herein since the date hereof or that the information contained herein is correct as at any time subsequent to the date hereof. The distribution of this document and the offer, sale and delivery of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this document (or any part of it) comes are required by the Issuer to inform themselves about, and to observe, any such restrictions. Neither this document nor any part of it constitutes an offer and neither this document nor any part of it may be used for the purpose of an offer to sell the Notes, or a solicitation of any offer to buy the Notes, by anyone in any jurisdiction or in any circumstances in which such offer or solicitation is not authorised or is unlawful. Neither the delivery of this document nor any sale made in connection herewith shall, under any circumstances, create any implication that the information herein is correct as of any time subsequent to the date of this document. The Notes may not be offered or sold directly or indirectly, and neither this document nor any other offering circular or any prospectus, form of application, advertisement, other offering material or other information relating to the Issuer or the Notes may be issued, distributed or published in any country or jurisdiction (including the Cayman Islands, the United Kingdom and the United States), except under circumstances that will result in compliance with all applicable laws, orders, rules and regulations. For a further description of certain restrictions on offers and sales of the Notes and the distribution of this document, see the section entitled "Subscription and Sale" below. The information relating to the Units and The Berkeley Group Holdings plc (the Security Issuer) has been accurately reproduced from publicly available information. So far as the Issuer is aware and is able to ascertain from publicly available information, no facts have been omitted which would render the reproduced information misleading. Before making an investment decision, prospective purchasers should inform themselves about, and make a detailed evaluation of, the nature and financial position of the Security Issuer, the economic condition of the jurisdiction in which the Security Issuer is located and of the terms and conditions of the Purchased Securities and the Repurchase Agreements. None of the Issuer, the Security Trustee, the Agent Bank, the Fiscal Agent, the shareholders of the Issuer nor any other person has had any access to the Security Issuer for the purposes of rendering any such investigation nor makes any representations as to the financial condition or creditworthiness of the Security Issuer. In addition, prospective purchasers should consider the nature and financial position of the Issuer of the Notes as well as the terms and conditions of the Notes and any other related transaction documents described below. This document contains summaries of certain provisions of agreements executed in relation to the Notes, such as the Repurchase Agreements. Such summaries are subject to the actual provisions of each of such agreements, copies of which are available for inspection at the specified offices of the Paying Agent. Holders of the Notes to which this document relates, and any other person into whose possession this document comes, will be deemed to have notice of all provisions of the agreements executed in relation to the Notes that may be relevant to a decision to acquire, hold or dispose of the Notes ICM:

3 No investment in the Notes has the status of a bank deposit nor is it within the scope of the deposit protection scheme operated by the IFSRA. The Issuer is not and will not be regulated by the IFSRA as a result of issuing the Notes. 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 other state securities laws and are subject to United States tax law requirements. Subject to certain exceptions, the Notes may not be offered or sold within the United States or for the benefit of U.S. Persons (as defined in Regulation S under the Securities Act). The Notes involve a degree of risk and are suitable for purchase only by sophisticated investors who are capable of understanding the risks involved. Each purchaser is responsible for making its own investment decision and its own independent appraisal of and investigation into the risks arising under the Notes. In particular, but without limitation, the attention of prospective purchasers is drawn to the section entitled "Special Considerations". Each Note is a limited recourse obligation. Payments on the Notes will be made only if and to the extent of funds received or recovered on the Mortgaged Property except that each Noteholder is also entitled to the benefit of the Guarantees. After realisation of the Mortgaged Property and recourse to the Guarantees, a Noteholder shall not take any further steps against the Issuer or any of its assets to recover any sums due to it from the Issuer from time to time but still unpaid. All claims in respect of such sums due but unpaid shall then be extinguished. Words and expressions used in this document shall have the same meanings given to them on the relevant page as set out opposite such word or expression in the section entitled "Index of Defined Terms" below. These and other terms used in this document are subject to, and in some cases are summaries of, the definitions of such terms as set out in the Transaction Documents, as they may be amended from time to time. Except where otherwise provided, all references in this document to a Business Day are to a day (other than a Saturday or a Sunday) on which banks are open for business in London and (except for the purposes of Condition 9 (Interest)) in Geneva, and, in the case of presentation of a Certificate, in the place in which the Certificate is presented ICM:

4 TABLE OF CONTENTS Transaction Summary Information...5 Risk Factors...11 Conditions of the Note...14 Information relating to the Issuer...34 Information relating to the Guarantor...46 Information relating to the Security Issuer...64 Information relating to the Repurchase Transactions...65 Information relating to the Guarantees...67 Taxation...68 Subscription and Sale...71 General Information...73 Index of Defined Terms...75 Page ICM:

5 TRANSACTION SUMMARY INFORMATION The following information is a summary of the transactions and assets underlying the Notes and is qualified in its entirety by reference to the detailed information presented elsewhere in this document and in the Transaction Documents. The Principal Parties Issuer Guarantor Repo Counterparty Agent Bank Fiscal Agent Registrar Irish Transfer and Paying Agent Securities Custodian Cash Custodian Security Trustee Noteholder Listing Agent Transaction Parties Saad Investments Finance Company (No. 3) Limited Saad Investments Company Limited Saad Investments Company Limited Dresdner Bank AG Dresdner Bank AG Dresdner Bank AG HSBC Institutional Trust Services (Ireland) Limited Dresdner Kleinwort Securities Limited Dresdner Bank AG, London Branch Dresdner Kleinwort Securities Limited Dresdner Bank AG or any subsequent holder of the Notes from time to time, as the case may be. Arthur Cox Listing Services Limited Each of the parties to the Transaction Documents (as defined below) other than the Issuer. Transaction Overview The Notes Use of Proceeds On the First Issue Date, the Issuer issued a 70,000,000 Guaranteed Floating Rate Note and on the Issue Date the Issuer issued a second 70,000,000 Guaranteed Floating Rate Note. The Issuer used the proceeds of the issue of the First Note to make the initial payment under the First Repo Transaction which includes consideration for its acquisition of the Units and used the proceeds of the Second Note to make the initial payment under the Second Repo Transaction which includes consideration for its acquisition of further Units. As of the First Issue Date, the value of the Mortgaged Property (as defined below) was approximately equal to the proceeds of the issue of the First Note and as of the Issue Date the value of the Mortgaged Property was approximately equal to the aggregate of the proceeds of the First Note and the proceeds of the Second Note ICM:

6 First Issue Date 23 December Issue Date 23 October First Maturity Date 23 December Second Maturity Date 23 October Issue Price Coupon Each Note was issued at 100 per cent. of its principal amount. Each Note will bear interest on its Outstanding Principal Amount as determined by the Agent Bank as soon as practicable after 12 noon on each Interest Determination Date but in no event later than the third Business Day thereafter calculated on the basis of a 365 day year at GBP LIBOR for the period beginning on in the case of the First Note, the First Issue Date and in the case of the Second Note, the Issue Date and ending (in each case) on the next succeeding Interest Payment Date and for each successive period beginning on and including an Interest Payment Date to but excluding the Interest Payment Date falling immediately thereafter. Interest will be payable on each Interest Payment Date. The first payment in respect of the Second Note shall be for the period from and including 23 October 2006 to but excluding 23 December 2006 and will be payable on 23 December Interest Determination Dates Interest Payment Dates Form and Denomination of the Note Status Taxation The First Issue Date in respect of the First Note and the Issue Date in respect of the Second Note and thereafter each successive Interest Payment Date. The 23rd day of March, June, September and December of each year, commencing on 23 March 2006 (in respect of the First Note) and 23 December 2006 (in respect of the Second Note) and ending on the earlier of the First Maturity Date (in respect of the First Note) and the Second Maturity Date (in respect of the Second Note), the Enforcement Maturity Date and the Early Redemption Date (each in respect of both the First Note and the Second Note) on which the Notes shall have been redeemed in whole. Each Note is issued in registered form in the denomination of GBP 70,000,000. A note certificate has been issued to each Noteholder in respect of its registered holding of each Note. An identifying number has been recorded on the Certificate and in the Noteholder's register which the Issuer has procured to be kept by the Registrar. Each Note is a secured obligation of the Issuer secured in the manner described in Condition 6 (Security). All payments in respect of the Notes by or on behalf of the Issuer or the Guarantor are or shall be (as the case may be) made without withholding or deduction for, or on account of, any present or future taxes unless the withholding or deduction of tax is required by law. Upon the occurrence of any withholding or deduction for, or on account of tax, unless the relevant Note is redeemed early, the Issuer or the Guarantor, as the case may be, ICM:

7 may be required to pay such additional amounts as may be necessary in order that the net amounts received by the Noteholders after the withholding or deduction shall equal the amounts which would have been receivable in respect of the relevant Note in the absence of the withholding or deduction, subject to various exceptions as set out in the Conditions. Final Redemption Mandatory Early Redemption Early Redemption at the Noteholder's Option Early Redemption at the Issuer's Option Early Redemption for Taxation Reasons Purchase of the Note Upon Early Redemption or Purchase of the Note Unless previously redeemed in full or purchased and cancelled, each Note will be redeemed at its then current outstanding Principal Amount as of the First Maturity Date in respect of the First Note and the Second Maturity Date in respect of the Second Note. The Issuer will redeem all, but not part only, of a Note upon the occurrence of an acceleration of a Repurchase Agreement or upon the occurrence of an Event of Default under a Repurchase Agreement (as defined therein). At the option of the Noteholder, the Issuer may redeem all, but not part only, of the First Note on any anniversary of the First Issue Date commencing on and including 23 December 2007 and may redeem all, but not part only, of the Second Note on any anniversary of the Issue Date commencing on (and including) 23 December The Issuer may redeem all, but not part only, of the First Note on any anniversary of the First Issue Date commencing on (and including) 23 December 2006 and may redeem all, but not part only, of the Second Note on any anniversary of the Issue Date commencing on (and including) 23 December The Issuer may redeem all, but not part only, of a Note if on the next due payment of a Note, withholding or deduction for or on account of tax from any payment under a Note is or will become payable by either the Issuer or Guarantor, in each case as a result of any change in, or amendment to, the laws of the Cayman Islands, or any change in the application or official interpretation of such laws or regulations, and such obligation cannot reasonably be avoided by the Issuer or the Guarantor taking reasonable measures available to them. The Issuer may purchase either of the Notes in accordance with Condition 11.3 (Purchases). In the event of a redemption of the Notes in whole prior to the First Maturity Date or Second Maturity Date, as the case may be, for any reason or purchase of the Notes in whole or in part thereof by the Issuer, the Notes will be redeemed or purchased at the relevant Early Redemption Amount as calculated in the Conditions and the Security Trustee, acting on behalf of the Issuer, shall take such action as required including arranging for the termination of the First Repurchase Agreement or Second Repurchase Agreement, as the case may be (such termination to be proportionate in the case of a purchase of less than all of a Note) and, if necessary, arranging for the liquidation of any other Mortgaged Property and all amounts received upon redemption, sale and/or, as the case may be, liquidation of the Mortgaged Property shall be applied in accordance with the priorities of payment set out in the Deed of Charge ICM:

8 Mortgaged Property The Notes are secured by a Deed of Charge originally dated 23 December 2005 as amended and restated on 7 February 2006 and as further amended and restated on 23 October 2006 made between the Issuer and the Security Trustee, pursuant to which the Issuer has granted security over the following principal assets: (i) (ii) (iii) (iv) (v) (vi) (vii) by way of fixed charge, the Issuer's right, title, interest and benefit (present and future) in and to the Securities and all sums derived therefrom; by way of assignment, the Issuer's right, title, interest and benefit (present and future) in, to and under a first repurchase agreement dated 23 December 2005 (the First Repurchase Agreement) and a second repurchase agreement dated 23 October 2006 (the Second Repurchase Agreement and together with the First Repurchase Agreement the Repurchase Agreements) between the Issuer and the Seller; by way of assignment, the Issuer's right, title, interest and benefit (present and future), in, to and over the Accounts (as defined below); by way of assignment, the Issuer's right, title, interest and benefit (present and future) in, to and under the other Transaction Documents; by way of assignment, the Issuer's right, title, interest and benefit (present and future) in, to and over all sums held by the Fiscal Agent to meet payments due in respect of the Notes; by way of assignment, the Issuer's right, title, interest and benefit (present and future) in, to and over the proceeds receivable by or on behalf of the Issuer on the sale, termination or liquidation of any of the Mortgaged Property; and by way of floating charge, over the whole of the Issuer's undertakings and all the Issuer's property and assets other than property specified in (i) through (vi) above, as assigned as security or charged. Securities The securities are 8,888,889 units (in respect of the First Repurchase Agreement) and 7,179,487 units (in respect of the Second Repurchase Agreement) in The Berkeley Group Holdings plc (Bloomberg code BKG LN Equity and ISIN GB00B02L3W35) (the Units), listed on the London Stock Exchange and are governed by the laws of England and Wales. Each Unit is comprised of one ordinary share, one 2006 B Share, one 2008 B share and one 2010 B Share, which securities do not trade separately. The ordinary share within each Unit is an ordinary share and as such does not have a specified maturity date. The Units may be replaced with transferable securities (the Substituted Securities) subject to agreement between the Seller (as defined in the Repo Transactions), the Issuer and the Security Trustee ICM:

9 Securities equivalent to the Units or the Substituted Securities may be transferred subject to the terms of the Repurchase Agreements (the Margin Securities). As of any day, the Securities comprise the Units, or as the case may be, Margin Securities, including any Substituted Securities, transferred to the Issuer and not transferred back prior to such date, nor due on such date to be transferred back, to the counterparty under the Repurchase Agreements. All instruments comprising, evidencing ownership, representing and/or transferring the Securities will be deposited with or held by the Securities Custodian or as the Security Trustee may otherwise direct. Enforcement of Security Early Redemption Event Order of Priority The Security Trustee has been appointed to act as trustee in connection with the Mortgaged Property. At any time following the determination by the Agent Bank that an Event of Default has occurred (as set out in the Conditions) (an Enforcement Event), the Security Trustee may at its discretion and without further notice take such proceedings and other actions as it may think fit to enforce the security over the Mortgaged Property. From and including the time at which notice has been served specifying an Early Redemption Event or the Issuer and the Noteholder have agreed to purchase the Notes, but prior to the occurrence of an Enforcement Event, all amounts held in the Accounts will be applied by the Security Trustee or receiver in the following priority, provided that amounts shall be paid only if and to the extent that payments of a higher order of priority have been made or provisioned for in full: (a) (b) (c) first, on a pari passu and pro rata basis to the Noteholder to pay the Early Redemption Amount applicable to the First Note and the Early Redemption Amount applicable to the Second Note; second, to the Security Trustee in respect of the obligations of the Issuer under the Deed of Charge; and third, to fulfil the Issuer's obligations to transfer equivalent margin securities and cash margin to under the Repurchase Agreements. Post-Enforcement Priority of Payments After the occurrence of an Enforcement Event, the net proceeds of enforcement of the security over the Mortgaged Property received or recovered by the Security Trustee or receiver shall be held by it on trust to be transferred to the Fiscal Agent in order to be applied (save to the extent otherwise required by law) in the following order, provided that amounts shall be paid only if and to the extent that payments of higher priority have been made in full: (a) (b) first, to the Noteholder to pay the Early Redemption Amount applicable to the First Notes and to the Second Note; and second, to the Security Trustee, in respect of the obligations of the Issuer under the Deed of Charge ICM:

10 First Note and Second Note Guarantees Limited Recourse Registration and Transfer of Notes Listing and Trading Governing Law The Noteholder will be entitled to the benefit of a guarantee in respect of the First Note (the First Note Guarantee) and a guarantee in respect of the Second Note (the Second Note Guarantee) issued by the Guarantor. The obligations of the Guarantor under the First Note Guarantee and the Second Note Guarantee constitute direct, unconditional and secured obligations of the Guarantor and rank and will continue to rank pari passu with all outstanding senior unsecured obligations of the Guarantor, but in the event of the insolvency of the Guarantor, only to the extent permitted by applicable laws relating to creditors' rights. Each Note is a limited recourse obligation. Payments on a Note will be made only if and to the extent of funds received or recovered on the Mortgaged Property. After realisation of the Mortgaged Property, a Noteholder shall not take any further steps against the Issuer or any of its assets to recover any sums due to it from the Issuer from time to time but still unpaid. All claims in respect of such sums due but unpaid shall then be extinguished. All transfers of a Note and entries on the Noteholder's register will be made subject to the detailed regulations concerning transfer of the Note in the Agency Agreement. A Noteholder may not request the transfer of a Note to be registered during the period of 15 days ending on the due date for any payment of principal, premium or interest on a Note, and if such a request is made during this period, the transfer will be registered only after such due date. Application has been made to IFSRA, as competent authority under the Prospectus Directive for the Prospectus to be approved. Application has been made for the Notes to be admitted to the Official List of the Irish Stock Exchange and trading on its regulated market. There is currently no market for the Notes and no assurance can be given that such a market will develop. The Transaction Documents shall be governed by, and construed in accordance with, the laws of England and Wales. Transaction Documents (a) the Notes (together with the Conditions); (b) (c) (d) (e) (f) (g) the Agency Agreement; the Deed of Charge; the First Note Guarantee and the Second Note Guarantee; the First Repurchase Agreement and the Second Repurchase Agreement; the Custody Agreement; and the Subscription Agreement ICM:

11 RISK FACTORS Prospective investors should carefully consider the following risks and investment considerations, in addition to the matters set forth elsewhere in this Prospectus, prior to investing in the Notes. The Notes involve a degree of risk and are suitable only for sophisticated investors who have the knowledge and experience in financial and business matters necessary to enable them to evaluate the risks and the merits of an investment in the Notes. The Notes have been unconditionally and irrevocably guaranteed by the Guarantor. Before making an investment decision, prospective purchasers of Notes should consider carefully, in the light of their own financial circumstances and investment objectives, all the information set forth in this Prospectus and, in particular, the considerations set forth below. Investor Suitability Suitability Prospective purchasers of the Notes should ensure that they understand the nature of the Notes 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 risks of investment in the Notes and that they consider the suitability of the Notes as an investment in light of their own circumstances and financial condition. Early Redemption and Purchase The Notes may be subject to mandatory early redemption in certain circumstances, including upon the occurrence of an acceleration of the Repurchase Agreements, and upon the occurrence of an Event of Default as defined in the Conditions. At the option of the relevant Noteholder, the Issuer may redeem the First Note in full (but not in part) on any anniversary of the First Issue Date commencing on and including 23 December 2007 and the Second Note in full (but not in part) on any anniversary of the Issue Date commencing on (and including) 23 December The Issuer may, at its own option, redeem the First Note in full (but not in part) on any anniversary of the First Issue Date commencing on and including 23 December 2006 and/or the Second Note on any anniversary of the Issue Date commencing on (and including) 23 December 2007 and may redeem the Notes at any time for tax reasons pursuant to Condition 11.2 (Early Redemption for Taxation Reasons). Each such early redemption shall be made at the Early Redemption Amount provided that no Event of Default (as defined under the Conditions) has occurred. Withholding Tax on the Notes Although, given that the First Note has already been listed on the Irish Stock Exchange and on the assumption that the Second Note is listed on the Irish Stock Exchange, no withholding tax is currently imposed on payments of interest on the Notes, there can be no assurance that the law will not change. If any withholding tax is imposed on payments of interest on the Notes as a result of any change in or amendment to the laws, the Issuer may be required to gross-up payment to a Noteholder subject to various exceptions as set out in the Conditions. In such circumstances a Note may be redeemed in whole (but not in part) by the Issuer if such withholding tax cannot reasonably be avoided by the Issuer or the Guarantor taking reasonable measures available to them ICM:

12 Relating to the Security The obligations of the Issuer to a Noteholder are secured by way of a deed of charge (the Deed of Charge), which includes the Issuer's rights, title and interest over the Securities and all sums derived therefrom. The market value of the Securities may be volatile and will generally fluctuate with, among other things, changes in prevailing interest rates, general economic conditions, the condition of certain financial markets, international political events, developments or trends in any particular industry. A decrease in the market value of the Securities would adversely affect the proceeds of sale that could be obtained upon the sale of the Securities, and could ultimately affect the ability of the Issuer to pay amounts outstanding following the occurrence of an Event of Default. Failure of the Repo Counterparty The Securities are the subject of the Repurchase Agreements. A default or failure of the Repo Counterparty to fulfil its obligations to the Issuer under the Repurchase Agreements (including failure to make any payment or provide the margin transfer amount as set out in the Repurchase Agreements) will decrease the amount of cash available to the Issuer to make payments on each Note and therefore may result in a default in the amount due on each Note, or result in a smaller amount of security being available under the Deed of Charge. Relating to the Guarantee Each Note is a guaranteed obligation. The likelihood of payment of the guaranteed amounts will depend upon the creditworthiness of the Guarantor. Consequently, a Noteholder is relying on the creditworthiness of the Issuer and the creditworthiness of the Guarantor to perform its obligations under the Guarantee. The insolvency of the Guarantor may adversely affect the likelihood of a Noteholder recovering scheduled payments of principal and interest under each of the Notes. Limited Recourse The Notes are limited recourse obligations. Payments on the Notes will be made only if and to the extent of funds received or recovered on the Mortgaged Property. After realisation of the Mortgaged Property, a Noteholder is not entitled to take any further steps against the Issuer or any of its assets to recover any sums due to it from the Issuer from time to time but still unpaid. All claims in respect of such sums then due but unpaid shall be extinguished. No Reliance A Noteholder may not rely on the Issuer or any Transaction Party in connection with its determination as to the legality of its acquisition of the Notes or as to the other matters referred to in these Risk Factors. Neither the Issuer nor any of the Transaction Parties is acting as an investment adviser, or assumes any fiduciary obligation, to any investor in the Notes. A Noteholder may not rely on the views or advice of the Issuer for any information in relation to any person other than the Issuer itself. Independent Review Each Noteholder is responsible for making its own investment decision and its own independent appraisal of and investigation into the risks associated with investing in the Notes. Neither the Issuer nor any of the Transaction Parties will have any responsibility or duty to make any such investigations, to keep any such matters under review or to provide the investors with any information in relation to such matters or to advise as to the attendant risks ICM:

13 Limited Liquidity There is currently no market for the Notes, and there can be no assurance that a secondary market for the Notes will develop or, if a secondary market does develop, that it will provide the holder of the Notes with liquidity of investment or that it will continue for the life of either of the Notes. Neither the Issuer nor its affiliates are required to make a market in the Notes. In the event that the Issuer or any of its affiliates commences any market making, it may discontinue doing so at any time without notice. Consequently, a prospective purchaser of either of the Notes must be prepared to hold such Note for an indefinite period of time or until the redemption or maturity of such Note. The First Note has been admitted to the official list of the Irish Stock Exchange. Application has been made for the Second Note to be admitted to the official list of the Irish Stock Exchange ICM:

14 CONDITIONS OF THE NOTE The following is the text of the Conditions of the Notes which (subject to modification) will be endorsed on the Certificate in respect of each Note: The 70,000,000 Guaranteed Floating Rate Note due 23 December 2010 (the First Note) and the 70,000,000 Guaranteed Floating Rate Note due 23 October 2011 (the Second Note, together with the First Note the Notes) of Saad Investments Finance Company (No.3) Limited (the Issuer) are issued subject to and with the benefit of an Agency Agreement originally dated 23 December 2005 and amended and restated on 23 October 2006 (such agreement, as further amended and/or supplemented and/or restated from time to time, the Agency Agreement) made between the Issuer, Saad Investments Company Limited in its capacity as guarantor (the Guarantor), Dresdner Bank AG as registrar (the Registrar), as fiscal and paying agent (the Fiscal Agent) and as agent bank (the Agent Bank) and Dresdner Kleinwort Securities Limited as security trustee (the Security Trustee). The Notes are secured pursuant to a deed of charge originally dated 23 December 2005 as amended and restated on 7 February 2006 and further amended and restated on 23 October 2006 between inter alios the Issuer and the Security Trustee (the Deed of Charge). The First Note also has the benefit of a guarantee dated 23 December 2005 (the First Note Guarantee) from the Guarantor of the Issuer's obligations in respect of the First Note. The Second Note will also have the benefit of a guarantee, dated 23 October 2006 (the Second Note Guarantee) from the Guarantor of the Issuer's obligations in respect of the Second Note. The statements in these Conditions include summaries of, and are subject to, the detailed provisions of and definitions in the Agency Agreement. Copies of the Agency Agreement are available for inspection during normal business hours by the holder of the Notes at the specified office of the Fiscal Agent. Each Noteholder is entitled to the benefit of, is bound by, and is deemed to have notice of, all the provisions of the Agency Agreement applicable to it. References in these Conditions to the Fiscal Agent, the Agent Bank, the Registrar, the Custodian(s) (as defined below) and the Security Trustee shall include any successor appointed under the Agency Agreement. 1. DEFINITIONS 1.1 Definitions Save as otherwise specified herein, the following capitalised terms shall have the meanings set out below when used in these Conditions. Accounts means each account specified in Condition 6.4 (Accounts). Agents means the Fiscal Agent, the Registrar, the Agent Bank and the Custodian(s). Business Day means a day (other than a Saturday or Sunday) on which banks and foreign exchange markets are open for business in London and (except for the purposes of Condition 9 (Interest)) in Geneva, and, in the case of presentation of a Certificate, in the place in which the Certificate is presented. Certificate has the meaning specified in Condition 2.1 (Form and Denomination). Custodian(s) means the Securities Custodian, and/or the Cash Custodian, as the case may be, as defined in the Custody Agreement entered into among inter alios the Issuer, the Security Trustee and the Fiscal Agent and originally dated 23 December 2005 and amended and restated on 23 October ICM:

15 Early Redemption Amount means the amount at which each Note will be redeemed prior to, in the case of the First Note, the First Maturity Date and, in the case of the Second Note, the Second Maturity Date as determined in accordance with Condition 11.2(e) (Early Redemption Amount). Early Redemption Date has the meaning specified in Condition 11.2 (Early Redemption). Early Redemption Event has the meaning specified in Condition 11.2 (Early Redemption). Early Redemption Event Priorities of Payment means the order of priority specified in Clause 5.2 (Early Redemption Event Order of Priority) of the Deed of Charge. First Issue Date means 23 December First Maturity Date means the Interest Payment Date falling in December First Note Denomination means 70,000,000. First Note Guarantee means the Guarantor's irrevocable and unconditional guarantee of all sums due under the First Note dated 23 December First Note Margin means 1.25 per cent. per annum. First Note Redemption Amount means the Outstanding Principal Amount of the First Note as of the First Maturity Date. First Repurchase Agreement means the TBMA/ISMA Global Master Repurchase Agreement (2000 Version) dated 23 December 2005 entered into between the Issuer and Saad Investments Company Limited (the Repo Counterparty) together with the Annex I thereto and the confirmation of the repurchase transaction in respect of units in The Berkeley Group Holdings plc (Bloomberg code BKG LN Equity) entered into thereunder and dated as of the same date. Floating Rate has the meaning specified in Condition 9.3 (Interest Rate). GBP means the lawful currency from time to time of Great Britain. Interest Amount means the amount of interest payable in respect of any Note for any Interest Period, determined in accordance with Condition 9.4 (Determination of Interest Amount). Interest Commencement Date means the Issue Date in respect of the Second Note and the First Issue Date in respect of the First Note. Interest Determination Date means, with respect to an Interest Rate and Interest Period, the first day of such Interest Period. Interest Payment Dates means the 23 March, June, September and December of each year, commencing on 23 March 2006 (in respect of the First Note) and 23 December 2006 (in respect of the Second Note) and ending on the earlier of the First Maturity Date (in respect of the First Note), the Second Maturity Date (in respect of the Second Note), the Enforcement Maturity Date and the Early Redemption Date (each in respect of both the First Note and the Second Note) on which the Notes shall have been redeemed in whole. Interest Period means the period beginning on (and including) the First Issue Date (in the case of the First Note) or the Issue Date (in the case of the Second Note) and ending on (but excluding) the next succeeding Interest Payment Date and each successive period beginning on (and including) an Interest Payment Date and ending on (but excluding) the next succeeding Interest Payment Date ICM:

16 Interest Rate means the rate of interest payable from time to time in respect of the Note and determined in accordance with Condition 9.3 (Interest Rate). Issue Date means 23 October Mortgaged Property has the meaning set out in Condition 6.1 (Security). Note means either the First Note or the Second Note and Notes means both of the foregoing. Noteholder has the meaning set out in Condition 2.2 (Title). Outstanding Principal Amount means, on any date, the initial outstanding principal amount of the Notes as reduced by the aggregate principal amount of the Notes purchased and cancelled by the Issuer under Condition 11.3 (Purchases). Page means such page, section, caption, column or other part of a particular information service (including, but not limited to, Bloomberg, the Reuters Monitor Money Rates Service (Reuters) and the Dow Jones Telerate Service (Telerate)) as may be specified for the purpose of providing a relevant rate, or such other page, section, caption, column or other part as may replace it on that information service or on such other information service, in each case as may be nominated by the person or organisation providing or sponsoring the information appearing there for the purpose of displaying rates or prices comparable to that relevant rate. Post-enforcement Priorities of Payment means the order of priority in which the net proceeds of realisation of enforcement of the Mortgaged Property are to be applied pursuant to Clause 8 (Post- Enforcement Priority of Payments) of the Deed of Charge. Priorities of Payment means the Early Redemption Event Priorities of Payment and the Postenforcement Priorities of Payment. Record Date has the meaning set out in Condition 10.1 (Payments in respect of the Note). Redemption Amount means the First Note Redemption Amount or the Second Note Redemption Amount as applicable. Repurchase Agreement means either the First Repurchase Agreement or the Second Repurchase Agreement as applicable and Repurchase Agreements means both of the foregoing. Second Maturity Date means 23 October Second Note Guarantee means the Guarantor's irrevocable and unconditional guarantee of all sums due under the Second Note dated 23 October Second Note Margin means 1.25 per cent. per annum. Second Note Redemption Amount means the Outstanding Principal Amount of the Second Note as of the Second Maturity Date. Second Repurchase Agreement means the TBMA/ISMA Global Master Repurchase Agreement (2000 Version) dated 23 December 2005 entered into between the Issuer and the Repo Counterparty together with the Annex I thereto and the confirmation of the repurchase transaction in respect of units in The Berkeley Group Holdings plc (Bloomberg code BKG LN Equity) entered into thereunder and dated 23 October ICM:

17 Secured Obligations means, in respect of each Secured Party, the obligations owed by the Issuer to such Secured Party. Secured Party means each of: (i) (ii) the Security Trustee, in respect of the obligations of the Issuer under the Deed of Charge; and each Noteholder, in respect of the obligations of the Issuer under the Notes and under the Deed of Charge. Securities means, on any date, Purchased Securities, Substituted Securities and, as the case may be, Margin Securities (as such terms are defined in the Repurchase Agreements), transferred to the Issuer under the Repurchase Agreements. Security Documents means the Deed of Charge which is executed in connection with the taking and/or perfection of security over the Mortgaged Property. Security Issuer means The Berkeley Group Holdings plc. Transaction Creditors means each of the Secured Parties, together with any other creditors to whom the Issuer owes any obligations, in so far as they relate to the Notes or any document or agreement entered into in connection with the Notes. Transaction Documents means the Notes (together with the Conditions), the Agency Agreement, the Deed of Charge, the Guarantees, the Repurchase Agreements, the Custody Agreement and the Subscription Agreement. 1.2 Interpretation (a) (b) References in these Conditions to (i) principal shall be deemed to include all Redemption Amounts and all other amounts in the nature of principal payable pursuant to Condition 11 (Redemption and Purchase) and (ii) interest shall be deemed to include all Interest Amounts and all other amounts payable pursuant to Condition 9 (Interest). In these Conditions, unless the contrary intention appears, a reference to: (i) (ii) (iii) (iv) (v) (vi) an amendment includes a supplement, restatement or novation and amended is to be construed accordingly; a person includes any individual, company, unincorporated association, government, state agency, international organisation or other entity together with its successors and assigns; a provision of a law is a reference to that provision as extended, amended or re-enacted; a Condition or Schedule is a reference to a condition of, or a schedule to, these Conditions; a document is a reference to that document as amended from time to time; and a time of day is a reference to London time. (c) (d) The headings in these Conditions do not affect their interpretation. All references in these Conditions to costs or charges or expenses shall include any value added tax or similar tax charged or chargeable in respect thereof ICM:

18 2. FORM, DENOMINATION AND TITLE 2.1 Form and Denomination 2.2 Title The First Note is and the Second Note will be issued in registered form in denominations of GBP70,000,000 and GBP70,000,000 respectively. Note certificates (Certificates) have been or will be, as the case may be, issued to each Noteholder in respect of its registered holding of each of the Notes. Each Certificate is or, as the case may be, will be numbered with an identifying number which is or will be, as the case may be, recorded on the Certificates and in the Noteholders register which the Issuer will procure to be kept by the Registrar. The Notes are not issuable in bearer form. Title to each Note passes only by registration in the respective Noteholders register. The holder of each Note will (except as otherwise required by law) be treated as its absolute owner for all purposes (whether or not such Notes are overdue and regardless of any notice of ownership, trust or any interest or any writing on, or the theft or loss of, the Certificates issued in respect thereof) and no person will be liable for so treating the holder. In these Conditions Noteholder and (in relation to the Notes) holder means the person or persons in whose name the Notes are registered in the respective Noteholders register. 3. TRANSFERS OF NOTES AND ISSUE OF CERTIFICATES 3.1 Transfers Each Note may be transferred, subject to the restrictions in Condition 3.5 (Regulations), by depositing the relevant Certificate issued in respect of such Note, with the form of transfer on the back duly completed and signed, at the specified office of the Registrar or any of the Agents. 3.2 Delivery of new Certificates Each new Certificate to be issued upon transfer of any Note will, within five business days of receipt by the Registrar of the duly completed form of transfer endorsed on the relevant Certificate, be mailed by uninsured mail at the risk of the holder entitled to the Note to the address specified in the form of transfer. For the purposes of this Condition, business day shall mean a day on which banks are open for business in the city in which the specified office of the Registrar is located. 3.3 Formalities free of charge Registration of transfer of a Note will be effected without charge by or on behalf of the Issuer or Registrar but upon payment (or the giving of such indemnity as the Issuer or any Agent may reasonably require) in respect of any tax or other governmental charges which may be imposed in relation to such transfer. 3.4 Closed Periods A Noteholder may not request the transfer of a Note to be registered during the period of 15 days ending on the due date for any payment of principal, premium or interest on such Note and if a request for transfer is made during this period, the transfer will only be registered after such due date ICM:

19 3.5 Regulations All transfers of the Notes and entries on the Noteholders' register will be made subject to the detailed regulations concerning transfer of the Notes scheduled to the Agency Agreement. The regulations may be changed by the Issuer with the prior written approval of the Registrar and the Security Trustee. A copy of the current regulations will be mailed (free of charge) by the Registrar to the Noteholder upon a request therefor. 4. STATUS OF THE NOTES Each Note is a secured obligation of the Issuer, which is secured in the manner described in Condition 6 (Security). 5. GUARANTEES 5.1 Guarantees The payment of the principal and interest in respect of each Note has been unconditionally and irrevocably guaranteed by the Guarantor under the Guarantee granted in respect of such Note. 5.2 Status of the Guarantees The obligations of the Guarantor under the Guarantees constitute direct, unconditional and (subject to the provisions of Condition 8 (Negative Pledge)) unsecured obligations of the Guarantor and (subject as provided above) rank and will continue to rank pari passu with all outstanding senior unsecured obligations of the Guarantor, present and future, but, in the event of insolvency of the Guarantor, only to the extent permitted by applicable laws relating to creditors' rights. The original of the Guarantees are held by the Fiscal Agent on behalf of, and copies are available for inspection by, a Noteholder at its specified office. 6. SECURITY 6.1 Security (e) The obligations of the Issuer to each Noteholder under the Deed of Charge and the Notes and to the Secured Parties in respect of the Secured Obligations are secured, pursuant to the Deed of Charge, by: (i) (ii) (iii) (iv) (v) a first fixed charge in favour of the Noteholder(s) charged to the Security Trustee of all right, title, interest and benefit, present and future, in and to the Securities and all sums derived therefrom; an assignment by way of security in favour of the Security Trustee of the Issuer's right, title, interest and benefit, present and future, in, to and under the Repurchase Agreements; an assignment by way of security in favour of the Security Trustee of all the Issuer s right, title, interest and benefit, present and future, in, to and over the Accounts (if any); an assignment by way of security in favour of the Security Trustee of the Issuer's right, title, interest and benefit, present and future, in, to and under the other Transaction Documents; an assignment by way of security in favour of the Security Trustee of all the Issuer s right, title, interest and benefit, present and future, in, to and over all sums held by the Fiscal Agent to meet payments due in respect of the Notes; ICM: