(Jersey) The International Stock Exchange Authority - PIK Notes Listing (pre-empted)

The purpose of this memorandum is to provide information on the process for listing payment in kind notes ("PIK Notes"), also known as funding bonds, on The International Stock Exchange Authority Limited (the "TISEA"). This memorandum is also relevant to the listing of further principal loan notes which are fully fungible with the existing loan notes (ie they form a single series/the same class as the existing loan notes) if the issue of such securities was pre-empted during the initial listing application stage.

Walkers Capital Markets Limited ("WCML") is a Category 1, 2 and 3 sponsor of TISEA, which means that we are able to act as a sponsor for all listing purposes, enabling all clients to achieve their goals. We are experienced in the provision of high quality and cost effective professional legal and listing services.

PIK Notes may be issued to satisfy interest payments. In these circumstances the PIK Notes are simply loan notes, usually in the same form as the existing loan notes, which are issued to the existing Noteholders for an amount equal to the amount of accrued interest.

Subject to a number of exceptions, a UK tax paying company is obliged to withhold tax from payments of interest. As TISEA has been designated as a recognised stock exchange under section 841 of the Income and Corporation Taxes Act, 1988 and section 1005 (1) of the Income Tax Act (2007), qualifying debt securities listed on TISEA are eligible for the Quoted Eurobond Exemption which allows an issuer liable to pay UK tax to make payments of interest on the listed securities gross, without deduction of withholding tax.

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