SUPPLEMENT DATED 4 MARCH 2015 TO THE PROSPECTUS DATED 14 NOVEMBER 2014 Eversholt Funding plc (incorporated with limited liability in England and Wales with registered no. 7329930) 3,000,000,000 Multicurrency programme for the issuance of Bonds unconditionally and irrecoverably guaranteed by Eversholt Rail Holdings (UK) Limited (incorporated with limited liability in England and Wales with registered no. 04415647) Eversholt Finance Holdings Limited (incorporated with limited liability in England and Wales with registered no. 7327371) Eversholt Rail (UK) Limited (incorporated with limited liability in England and Wales with registered no. 06953114) Eversholt Depot Finance (UK) Limited (incorporated with limited liability in England and Wales with registered no. 05229765) Eversholt Rail (380) Limited (incorporated with limited liability in England and Wales with registered no. 01139640) European Rail Finance (GB) Limited (incorporated with limited liability in England and Wales with registered no. 02720809) Eversholt Investment Limited (incorporated with limited liability in Ireland with registered no. 490363) European Rail Finance Holdings Limited (incorporated with limited liability in Ireland with registered no. 443562) European Rail Finance Limited (incorporated with limited liability in Ireland with registered no. 443563) European Rail Finance (2) Limited (incorporated with limited liability in Ireland with registered no. 510311) Eversholt Funding plc (the Issuer) has established a multicurrency programme for the issuance of bonds (the Programme). This Supplement (the Supplement) to the base prospectus dated 14 November 2014 (the Prospectus) constitutes a supplementary prospectus for the purposes of Section 87G of the Financial Services and Markets Act 2000 (the FSMA) and is prepared in connection with the Programme. Terms defined in the Prospectus have the same meaning when used in this Supplement. This Supplement is supplemental to, and should be read in conjunction with, the Prospectus and any other supplements to the Prospectus issued by the Issuer. Each of the Issuer and the Guarantors accepts responsibility for the information contained in this Supplement. To the best of the knowledge of each of the Issuer and the Guarantors (which have taken all reasonable care to ensure that such is the case) the information contained in this Supplement is in accordance with the facts and does not omit anything likely to affect the import of such information. 1
Purpose of the Supplement The purpose of this Supplement is to incorporate by reference into the Prospectus the audited financial statements of the Issuer and each of the Guarantors for the twelve month period ended 31 December 2014. The audited financial statements of the Issuer and each of the Guarantors for the twelve month period ended 31 December 2014 prepared in accordance with the International Financial Reporting Standards (IFRS) are available to be inspected during normal business hours (in the case of Bearer Bonds) at the specified office of the Principal Paying Agent, (in the case of Registered Bonds) at the specified office of the Registrar and the Transfer Agents and (in all cases) at the registered office of the Bond Trustee. Annual Financial Statements as at and for the twelve month period ended 31 December 2014 On 4 March 2015, the Issuer and each of the Guarantors published its audited financial statements for the twelve month period ended 31 December 2014. The following documents are published simultaneously with this Supplement and have been filed with the Financial Conduct Authority, and these shall be incorporated in, and form part of, the Prospectus: (a) the auditors' report and audited consolidated annual financial statements of the Security Group (i.e. consolidated among Eversholt Investment Limited and the other members of the Security Group as set out in the structure diagram set out in the Prospectus under Overview of the Programme, Financing Structure, Ownership and Debt Structure Structure of Eversholt Rail Group ) for the financial year ended 31 December 2014, including the information set out at the following pages in particular: Eversholt Investment Limited (the Security Group) Consolidated Consolidated Consolidated Consolidated Statement of changes in equity Page 9 Consolidated Statement of cash flows Page 10 Notes to the annual financial statements Pages 11 to 38 (b) the auditors' report and non-consolidated annual financial statements for the financial year ended 31 December 2014 of the Issuer and each Guarantor including the information set out at the following pages in particular: Eversholt Funding plc 2
Notes to the annual financial statements Pages 11 to 24 Eversholt Investment Limited Independent Auditor s report Pages 16 to 17 Consolidated and separate income statements Page 18 Statements of consolidated and separate comprehensive income Page 18 Statements of consolidated and separate financial position Page 19 Statements of consolidated and separate cash flows Page 20 Statements of changes in equity Page 21 Notes to the consolidated and separate financial statements Pages 22 to 53 Eversholt Rail (380) Limited Notes to the annual financial statements Pages 11 to 23 Eversholt Rail Holdings (UK) Limited 3
Notes to the annual financial statements Pages 11 to 20 European Rail Finance Holdings Limited Independent Auditor s report Pages 5 to 6 Notes to the annual financial statements Pages 11 to 20 European Rail Finance Limited Independent Auditor s report Pages 5 to 6 Notes to the annual financial statements Pages 11 to 23 European Rail Finance (2) Limited Independent Auditor s report Pages 5 to 6 4
Notes to the annual financial statements Pages 11 to 19 European Rail Finance (GB) Limited Notes to the annual financial statements Pages 11 to 25 Eversholt Depot Finance (UK) Limited Notes to the annual financial statements Pages 11 to 23 Eversholt Finance Holdings Limited 5
Notes to the annual financial statements Pages 11 to 15 Eversholt Rail (UK) Limited Notes to the annual financial statements Pages 11 to 30 Any other information incorporated by reference that is not included in the cross-reference list above is considered to be additional information to be disclosed to investors rather than information required by the relevant Annexes of the Prospectus Regulation. Copies of documents incorporated by reference in this Prospectus can be obtained (without charge) from (i) the registered office of the Issuer and from the specified office of the Principal Paying Agent for the time being in London, (ii) may also be obtained at www.eversholtrail.co.uk/corporate, being the Issuer s website or (iii) on the website of the Regulatory News Service operated by the London Stock Exchange at www.londonstockexchange.com/exchange/news/market-news/market-news-home.html. If documents which are incorporated by reference themselves incorporate any information or other documents therein, either expressly or implicitly, such information or other documents will not form part of this Supplement for the purposes of the Prospectus Directive except where such information or other documents are specifically incorporated by reference or attached to this Supplement. Prospectus Directive means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU), and includes any relevant implementing measures in the Relevant Member State. Any non-incorporated parts of a document referred to in this Supplement are either deemed not relevant for an investor or are otherwise covered elsewhere in the Prospectus (as supplemented by this Supplement). To the extent that there is any inconsistency between (a) any statement in this Supplement or any statement incorporated by reference into the Prospectus by this Supplement and (b) any other statement in or incorporated by reference in the Prospectus, the statements in (a) above will prevail. Save as disclosed in this Supplement, there has been no other significant new factor, material mistake or inaccuracy relating to information included in the Prospectus since the publication of the Prospectus. 6