DASHWOOD BOND ISSUER PLC Arranger and Dealer TradeRisks Limited

314 Pages·2016·5.04 MB·English

DASHWOOD BOND ISSUER PLC
(a public company incorporated in England and Wales with limited liability, registered number 10267461)
£24,200,000 Secured Indexed Rate Amortising Notes due 2058
Issue Price: 100 per cent.
£9,600,000 Secured Fixed Rate Amortising Notes due 2058
Issue Price: 100 per cent.
The £24,200,000 Secured Indexed Rate Amortising Notes due 30 June 2058 (the Indexed Notes) and the £9,600,000 Fixed Rate Amortising Notes
due 30 June 2058 (the Fixed Rate Notes, and together with the Indexed Notes, the Notes) were issued by Dashwood Bond Issuer plc (the Issuer) on
17 August 2016 (the Issue Date) as part of the transaction (the Transaction) described in this prospectus (this Prospectus). The Indexed Notes and
the Fixed Rate Notes respectively constitute a separate class of Notes (each a Class)). Payments of interest and principal on the Indexed Notes will be
made in priority to payments of interest and principal on the Fixed Rate Notes. Capitalised terms are used as defined herein.
This Prospectus has been approved by the Central Bank of Ireland (the Central Bank), as competent authority under the Prospectus Directive
2003/71/EC (the Prospectus Directive). The Central Bank only approves this Prospectus as meeting the requirements imposed under Irish and EU
law pursuant to the Prospectus Directive. Such approval relates only to the Notes which are to be admitted to trading on the regulated market of the
Irish Stock Exchange plc (the Irish Stock Exchange) or other regulated markets for the purposes of Directive 2004/39/EC or which are to be offered
to the public in any Member State of the European Economic Area. Application will be made to the Irish Stock Exchange for the Notes to be
admitted to the Official List (the Official List) and trading on its regulated market. References in this Prospectus to Notes being listed (and all
related references) shall mean that such Notes have been admitted to the Official List and to trading on its regulated market. This document
constitutes a Prospectus for the purpose of the Prospectus Directive.
An investment in the Notes involves certain risks. For a discussion of these risks see Risk Factors.
The net proceeds from the issue of the Notes will be advanced by the Issuer to Dashwood London Limited (the AssetCo) under the Loan Agreement
(the Loan Agreement) to be entered into by and between the AssetCo, the Issuer and U.S. Bank Trustees Limited (the AssetCo Security Trustee) on
or about the Issue Date. The AssetCo will draw loans (each, a Loan and together, the Loans) under the Loan Agreement and use the amount received
from the Issuer (in combination with the AssetCo’s borrowings under the Subordinated Loan Agreement and certain other amounts to be received by
the AssetCo) on or about the Issue Date to (a) purchase 99% of the units in the unit trust indirectly owning the student accommodation property, the
shares in the Property GPs and Lettings GPs owning a freehold interest and a leasehold interest (respectively) in the student accommodation property
and supplementary assets described herein, (b) on-lend certain amounts to the Property Partnership to be used by the Property Partnership (acting by
the Property GPs) to repay existing indebtedness in respect of the student accommodation property, (c) fund transaction costs and (d) fund the initial
deposit in the Debt Service Reserve Accounts and the initial deposit in the Lifecycle Reserve Account. The AssetCo is a special purpose company
and wholly owned subsidiary of HoldCo and has been established to indirectly purchase and hold the student accommodation property for the purpose
of the Transaction.
The primary source of funds for the payment of principal and interest on the Notes will be (i) interest payments and principal repayments to which the
AssetCo is entitled under the On-Loan and (ii) property income received by the AssetCo through the Unit Trust. Additionally it may receive dividend
income from the Property GPs and from the Lettings GPs, although this is expected to be de minimis. The source of funds for the payments at (i) and
(ii) above is the rents received by the Property Partnership under the Existing Leases. In turn, income enabling the Lettings Partnership to pay the rent
due under the Residential Lease (which provides the majority of the income under the Existing Leases) is derived from the letting income received by
the Lettings Partnership under the leases of student accommodation at the Property that it will enter into with students. The AssetCo will be obliged to
apply such amounts received in making payments of interest and repayments of principal to the Issuer in respect of the Loan Agreement.
Interest on the Notes is payable from (and including) the Issue Date to (but excluding) the first Interest Payment Date and each successive period
from (and including) an Interest Payment Date to (but excluding) the next succeeding Interest Payment Date (each, an Interest Period). The Notes
bear interest on their Principal Amount Outstanding from (and including) the Issue Date payable semi-annually in arrear on 30 June and 31 December
in each year (each, an Interest Payment Date), commencing on the Interest Payment Date occurring in December 2016 and ending on the Interest
Payment Date occurring in 30 June 2058 (the Final Maturity Date); provided that the first period in respect of which interest is payable on the Notes
will commence on (and include) the Issue Date and end on (but exclude) the first Interest Payment Date being 31 December 2016. Interest on the
Indexed Notes will accrue at the Indexed Interest Rate and interest on the Fixed Rate Notes will accrue at the Fixed Interest Rate. The calculation of
interest and payments of interest in respect of the Notes are further described in Condition 5 (Interest and other calculations).
Payments of principal of, and interest on, the Notes will be made without withholding or deduction on account of United Kingdom taxes unless
required by law. In the event that any such withholding or deduction is so required, the Issuer will not be obliged to pay any additional amount in
respect of any such withholding or deduction.
Unless previously redeemed, or purchased and cancelled in accordance with the Conditions, the Notes will be redeemed in part in accordance with
Condition 7.2 (Scheduled redemption in part) and then at their Principal Amount Outstanding (adjusted, in the case of the Indexed Notes, in
accordance with the Index Ratio as set out in Condition 6 (Indexation)) on the Final Maturity Date. The Indexed Notes and the Fixed Rate Notes will
be redeemed at any time prior to the Final Maturity Date in whole or in part (but, if in part, only in respect of the Corresponding Notes in relation to,
and to the extent of, principal amounts equal and corresponding to such amount of the relevant Allocated Loan Amount as has been prepaid pursuant
to the terms of and restrictions contained in the Loan Agreement), at the higher of their Principal Amount Outstanding (in the case of the Indexed
Notes, as adjusted for indexation by the Index Ratio) and an amount calculated by discounting the remaining principal and interest payments (in the
case of the Indexed Notes, ignoring future changes in the Index Ratio) at a rate equal to, in the case of the Indexed Notes, the real yield on the
Indexed Benchmark Gilt or, in the case of the Fixed Rate Notes, the yield on the Fixed Benchmark Gilt, together with accrued interest (adjusted, in
the case of the Indexed Notes, in accordance with the Index Ratio). The Issuer may also elect to redeem the Notes at their Principal Amount
Outstanding plus accrued interest (adjusted, in the case of the Indexed Notes, in accordance with the Index Ratio) in the event of any withholding or
deduction on account of United Kingdom taxes being required. See Condition 7 (Redemption, purchase and cancellation) for a full description of
redemption events
The Notes are not rated on the Issue Date and the Issuer does not intend to apply for a rating.
The Notes are issued in denominations of £100,000 and integral multiples of £1,000 in excess thereof. Each of the Indexed Notes and the Fixed Rate
Notes will be initially represented by a temporary global note, each without principal receipts or interest coupons and each of which will be deposited
on or about the Issue Date with a common safekeeper for Euroclear Bank S.A./N.V. (Euroclear) and Clearstream Banking, société anonyme
(Clearstream, Luxembourg). On or after the date which is 40 days after the temporary global notes are issued (the Exchange Date), upon
certification as to non-U.S. beneficial ownership, interests in the temporary global notes will be exchangeable for interests in permanent global notes
without principal receipts or interest coupons. Interests in permanent global notes will be exchangeable for definitive Notes (Definitive Notes) only in
certain limited circumstances. See Forms of the Notes.
Arranger and Dealer
TradeRisks Limited
The date of this Prospectus is 3 October 2016
IMPORTANT NOTICES
This Prospectus is being distributed only to, and is directed only at, persons who (a) are outside
the UK or (b) are persons who have professional experience in matters relating to investments
falling within Article 19(1) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (the Order) or (c) are high net worth entities, and other persons to whom
it may lawfully be communicated, falling within Article 49(1) of the Order (all such persons
together being referred to as relevant persons). Neither this Prospectus, nor any of its contents,
may be acted upon or relied upon by persons who are not relevant persons. Any investment or
investment activity to which this Prospectus relates is available only to, and any invitation, offer
or agreement to subscribe for, purchase or otherwise acquire such investments will be engaged
in only with, relevant persons.
This Prospectus comprises a prospectus for the purposes of Article 5.3 of the Prospectus
Directive and for the purpose of giving information with regard to the Issuer which, according to
the particular nature of the Issuer and the Notes, is necessary to enable investors to make an
informed assessment of the assets and liabilities, financial position, profits and losses and
prospects of the Issuer.
The Issuer accepts responsibility for the information contained in this Prospectus. To the best of
the knowledge and belief of the Issuer taking all reasonable care to ensure that such is the case,
the information contained in this Prospectus is in accordance with the facts and does not omit
anything likely to affect the import of such information.
The AssetCo accepts responsibility for the information relating to it under the headings The
Property Scheme and Corporate Information on the Issuer Obligors and the AssetCo – The
AssetCo, and, to the best of its knowledge (having taken all reasonable care to ensure that such is
the case), such information is in accordance with the facts and does not omit anything likely to
affect the import of such information.
Arlington Advisors Limited (Arlington) accepts responsibility for the information under the
headings The United Kingdom Higher Education and Student Accommodation Sector and The
Property Scheme contained in this Prospectus and, to the best of its knowledge (having taken all
reasonable care to ensure that such is the case), such information is in accordance with the facts
and does not omit anything likely to affect the import of such information.
Campus Living Villages UK Limited (CLV) accepts responsibility for the information under the
heading The CLV Group contained in this Prospectus and, to the best of its knowledge (having
taken all reasonable care to ensure that such is the case), such information is in accordance with
the facts and does not omit anything likely to affect the import of such information.
Savills Advisory Services Limited, Chartered Surveyors, (the Valuer) accepts responsibility for
the information contained in the section entitled Valuation Report and in Appendix 1 – Valuation
Report and, to the best of its knowledge (having taken all reasonable care to ensure that such is
the case), such information is in accordance with the facts and does not omit anything likely to
affect the import of such information. For the avoidance of doubt, with the exception of the
information contained in the section entitled Valuation Report and in Appendix 1 – Valuation
Report, the Valuer does not accept any responsibility in relation to the information contained in
this Prospectus or any other information provided by Arlington, CLV, the Issuer or the AssetCo
in connection with the issue of the Notes.
The information in:
(a) the table of leading developers and operators and their market share as at November
2014 and set out in the section entitled The CLV Group has been extracted from research
prepared by CB Richard Ellis in November 2014,
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(b) the tables in the section entitled The United Kingdom Higher Education and Student
Accommodation Sector which indicate their source as being the UCAS End of Cycle
Report 2014 have been extracted from the report (including the accompanying data
figures) titled End of Cycle Report 2014 dated 27 March 2015 prepared by UCAS,
(c) the tables in the section entitled The United Kingdom Higher Education and Student
Accommodation Sector which indicate their source as being HESA Statistics have been
extracted from the data in relation to the 2014/2015 academic year prepared by HESA
and published by HESA at www.hesa.ac.uk/free-statistics as part of its Statistical First
Release 210, and
(d) the table in section The Property Scheme - Historic financial and operating performance of
the Property has been provided by Arlington.
Each of Arlington, CLV, the AssetCo and the Issuer confirms that such information has been
accurately reproduced and that, so far as it is aware, and is able to ascertain from information
published by the sources from which such information has been extracted (as identified above),
no facts have been omitted which would render the reproduced information inaccurate or
misleading.
No person has been authorised in connection with the issue and sale of the Notes under the
Transaction to make any representation or provide any information other than as contained in
this Prospectus. Any such representation or information should not be relied upon as having
been authorised by or on behalf of the Issuer or any other party.
Save for Arlington, the Issuer and the AssetCo, solely in respect of the section entitled The CLV
Group, CLV and, solely in respect of the section entitled Valuation Report and Appendix 1 –
Valuation Report, the Valuer, no party (including, without limitation, the Arranger, the Dealer,
the Trustees, the Principal Paying Agent, the Agent Bank, the Custodian, any House Bank and
the Account Bank) have separately verified the information contained herein. Accordingly, no
representation, warranty or undertaking, express or implied, is made and no responsibility or
liability is accepted by any other party (including, without limitation, the Arranger, the Dealer,
the Trustees, the Principal Paying Agent, the Agent Bank, the Custodian, any House Bank and
the Account Bank) as to the accuracy or completeness of the information contained in this
Prospectus or any other information supplied in connection with the Notes or their distribution.
The statements in this paragraph are without prejudice to the responsibility of the Issuer. Each
person receiving this Prospectus acknowledges that such person has not relied on any other
party (including, without limitation, the Arranger, the Dealer, the Trustees, the Principal Paying
Agent, the Agent Bank, the Custodian, any House Bank and the Account Bank) in connection
with any investigation of the accuracy of the information on its investment decision.
Neither the delivery of this Prospectus nor the offer, sale, allocation, solicitation or delivery of
any Note shall in any circumstances create any implication or constitute a representation that
there has been no adverse change, or any event reasonably likely to involve any adverse change,
in the condition (financial or otherwise) of any of the Issuer Obligors, the AssetCo or any
relevant party or the information contained herein since the date of this Prospectus or that the
information contained herein is correct as at any time subsequent to the date of this Prospectus.
This Prospectus (and any other information provided in conjunction with this Prospectus) is not
intended to provide the basis of any credit or other evaluation and should not be considered as a
recommendation by the Issuer or any other party (including, without limitation, the Arranger,
the Dealer, the Trustees, the Principal Paying Agent, the Agent Bank, the Custodian, any House
Bank and the Account Bank) that any recipient of this Prospectus (or any other information
provided in conjunction with this Prospectus) should purchase any of the Notes. None of the
Arranger, the Dealer, the Trustees, the Principal Paying Agent, the Agent Bank, the Custodian
or the Account Bank undertakes to review the financial condition or affairs of the Issuer or the
AssetCo during the life of the Notes or to advise any prospective purchaser in the Notes of any
information coming to their attention.
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The Notes have not been and will not be registered under the United States Securities Act of
1933, as amended (the Securities Act). The Notes may not be offered, sold or delivered within the
United States or to, or for the account or benefit of, U.S. persons (see Note Purchase and Sale).
This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Notes
in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such
jurisdiction. The distribution of this Prospectus and the offer or sale of Notes may be restricted
by law in certain jurisdictions. The Issuer, the Arranger, the Dealer, the Trustees, the Principal
Paying Agent, the Agent Bank, the Custodian, any House Bank and the Account Bank do not
represent that this Prospectus may be lawfully distributed, or that the Notes may be lawfully
offered or sold, in compliance with any applicable registration or other requirements in any such
jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for
facilitating any such distribution or offering. In particular, no action has been taken by the
Issuer, the Arranger, the Dealer, the Trustees, the Principal Paying Agent, the Agent Bank, the
Custodian, any House Bank and the Account Bank which is intended to permit a public offering
of the Notes or the distribution of this Prospectus in any jurisdiction where action for that
purpose is required. Accordingly, no Notes may be offered or sold, directly or indirectly, and
neither this Prospectus nor any advertisement or other offering material may be distributed or
published in any jurisdiction, except under circumstances that will result in compliance with any
applicable laws and regulations. Persons into whose possession this Prospectus or any Notes may
come must inform themselves about, and observe, any such restrictions on the distribution of
this Prospectus and the offering and sale of Notes.
Neither this Prospectus nor any other information supplied in connection with the Notes should
be considered as a recommendation by the Issuer, the Arranger, the Dealer, the Trustees, the
Principal Paying Agent, the Agent Bank, the Custodian and the Account Bank to any recipient
of this Prospectus to purchase any Notes.
Prospective purchasers of 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 the 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.
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. A
prospective investor who is in any doubt whatsoever as to the risks involved in investing in the
Notes should consult independent professional advisers.
The distribution of this Prospectus and the offering, sale or delivery of the Notes in certain
jurisdictions may be restricted by law. Persons into whose possession this Prospectus comes are
required by the Issuer, the Arranger and the Dealer to inform themselves about and to observe
any such restrictions. This Prospectus does not constitute, and may not be used for the purposes
of, an offer to or solicitation by any person to subscribe for or purchase any Notes in any
jurisdiction or in any circumstances in which such an offer or solicitation is not authorised or is
unlawful.
None of the Issuer Obligors, the AssetCo, the Arranger, the Dealer, the Trustees, the Principal
Paying Agent, the Agent Bank, the Custodian, any House Bank, the Account Bank or any other
party named in this Prospectus accept responsibility to investors for the regulatory treatment of
their investment in the Notes (including (but not limited to) whether any transaction or
transactions pursuant to which Notes are issued from time to time is or will be treated as
constituting a securitisation for the purposes of the CRR (as defined below) and the application
of Articles 405 to 409 of the CRR to any such securitisation) in any jurisdiction or by any
regulatory authority or any analogous law or regulation. If the regulatory treatment of an
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investment in the Notes is relevant to an investor’s decision whether or not to invest, the investor
should make its own determination as to such treatment and for this purpose seek professional
advice and consult its regulator. Prospective investors are referred to the section entitled Risk
Factors — Other legal risks— Changes to the risk weighted asset framework section of this
Prospectus for further information on Articles 405 to 409.
Any individual intending to invest in any Note described in this Prospectus should consult his or
her professional adviser and ensure that he or she fully understands all the risks associated with
making such an investment and has sufficient financial resources to sustain any loss that may
arise from it. The price of securities can go down as well as up.
All references in this Prospectus to pound, sterling or Sterling and £ refer to pounds sterling.
Forward-looking statements
This Prospectus contains various forward-looking statements regarding events and trends that are
subject to risks and uncertainties that could cause the actual results and financial position of the Issuer
to differ materially from the information presented in this Prospectus. When used in this Prospectus,
the words estimate, project, intend, anticipate, believe, expect, should and similar expressions, as
they relate to the Issuer and the Transaction are intended to identify such forward-looking statements.
Readers are cautioned not to place undue reliance on these forward-looking statements, which speak
only as of the date hereof. No party undertakes any obligation publicly to release the result of any
revision to these forward-looking statements to reflect the events or circumstances after the date hereof
or to reflect the occurrence of unanticipated events.
5
CONTENTS

TRANSACTION OVERVIEW 7  Debentures ............................................................................................. 181 
The Group .................................................................................................... 7  The Mortgages ....................................................................................... 186 
Property Scheme ....................................................................................... ...8  SUMMARY OF SECURITY AND ENFORCEMENT RIGHTS 187 
Source of funds for payments on the Notes ............................................... 10  Security .................................................................................................... 187 
Security Arrangements .............................................................................. 11  Enforcement rights and limitations ......................................................... 188 
Diagrammatic overview of the Issuer and the AssetCo ownership CORPORATE INFORMATION ON THE ISSUER OBLIGORS
structure ................................................................................................. 14  AND THE ASSETCO 190 
Diagrammatic overview of the Transaction .............................................. 15  The Issuer ................................................................................................. 190 
The parties and key characteristics of the Transaction.............................. 16  HoldCo ..................................................................................................... 190 
Overview of the Terms and Conditions of the Notes ................................ 23  AssetCo .................................................................................................... 191 
RISK FACTORS 30  THE UNIT TRUST 192 
Business and regulatory risk factors .......................................................... 30  TERMS AND CONDITIONS OF THE NOTES 197 
Property and related risks .......................................................................... 35  1.  Form, denomination and title ........................................................ 198 
Risks relating to the financial structure ..................................................... 40  2.  Status of the Notes .......................................................................... 199 
Tax risks ..................................................................................................... 42  3.  Security, priority and relationship with Issuer Secured
Insolvency considerations .......................................................................... 46  Creditors ..................................................................................... 200 
Security risks .............................................................................................. 47  4.  Issuer Covenants ............................................................................. 203 
Other legal risks ......................................................................................... 49  5.  Interest and other calculations ........................................................ 203 
Risks relating to the Issuer and the Notes ................................................. 50  6.  Indexation ....................................................................................... 210 
USE OF PROCEEDS56  7.  Redemption, purchase and cancellation ......................................... 213 
THE UNITED KINGDOM HIGHER EDUCATION AND 8.  Payments ......................................................................................... 219 
STUDENT ACCOMMODATION SECTOR 57  9.  Taxation .......................................................................................... 221 
UK student market ..................................................................................... 57  10.  Issuer Events of Default and Enforcement Notice ......................... 222 
UK higher education - applications and acceptances ................................ 57  11.  Enforcement against the Issuer ....................................................... 224 
UK higher education - student population ................................................. 57  12.  Prescription ..................................................................................... 225 
UK higher education – political landscape ................................................ 58  13.  Replacement of Notes, Coupons, Receipts and Talons .................. 225 
THE CLV GROUP 60  14.  Meetings of Noteholders, modification, waiver and
Fund Manager ............................................................................................ 61  substitution ................................................................................. 225 
Key features of the CLV business model .................................................. 61  15.  Notices ............................................................................................ 227 
CLV’s selection criteria ............................................................................. 61  16.  Issuer Note Trustee protections ...................................................... 228 
Components of CLV business model ........................................................ 61  17.  Indemnification of the Issuer Note Trustee and the Issuer
Competitive landscape ............................................................................... 64  Security Trustee ......................................................................... 228 
Management Team .................................................................................... 65  18.  European Economic and Monetary Union ..................................... 229 
THE PROPERTY SCHEME 67  19.  Limited Recourse ............................................................................ 230 
Acquisition from the Sellers ...................................................................... 67  20.  Further Issues of Notes ................................................................... 231 
Due diligence ............................................................................................. 68  21.  Miscellaneous ................................................................................. 231 
Professional Reports .................................................................................. 69  FORMS OF THE NOTES 233 
Property Specific Summary ....................................................................... 69  Temporary Global Note ........................................................................... 233 
The Interim Arrangements in respect of the Property ............................... 87  Temporary Global Notes exchangeable for Permanent Global
The O&M Contract between the Lettings Partnership, the Notes .................................................................................................... 233 
Property Partnership, the AssetCo and the O&M Provider .................. 89  Global Notes exchangeable for Definitive Notes .................................... 234 
O&M Direct Agreement ............................................................................ 96  Conditions applicable to the Notes .......................................................... 234 
Management Services for the Issuer, the AssetCo and the Legend concerning United States persons ............................................... 235 
Partnerships ........................................................................................... 96  Provisions Relating to the Notes while in Global Form ......................... 235 
Historic financial and operating performance of the Property .................. 97  Denominations ......................................................................................... 236 
Number of students and beds in respect of the Properties ...................... 97  Prescription of claims in relation to Notes .............................................. 236 
VALUATION REPORT 98  BOOK-ENTRY CLEARANCE PROCEDURE 237 
DESCRIPTION OF THE ISSUER TRANSACTION Euroclear and Clearstream, Luxembourg ................................................ 237 
DOCUMENTS 99  Book-entry ownership ............................................................................. 237 
Issuer Deed of Charge .............................................................................. 100  Payments and relationship of participants with Clearing Systems ......... 237 
HoldCo Asset Charge .............................................................................. 108  Settlement and transfer of Notes ............................................................. 237 
Common Terms Agreement .................................................................... 109  TAX CONSIDERATIONS 239 
Common Terms definitions ..................................................................... 110  Interest on the Notes ................................................................................ 239 
Representations and warranties ............................................................... 120  Other United Kingdom tax payers ........................................................... 240 
Covenants ................................................................................................. 125  The Proposed Financial Transactions Tax .............................................. 241 
Events of Default ..................................................................................... 145  NOTE PURCHASE AND SALE 242 
Cash management and Priority of Payments ........................................... 149  United States of America ......................................................................... 242 
Operating Account Priority of Payments ................................................ 157  United Kingdom ...................................................................................... 242 
Cash Administration Agreement ............................................................. 159  General ..................................................................................................... 243 
Account Bank Agreement ........................................................................ 160  GENERAL INFORMATION 244 
Custody Agreement ................................................................................. 162  Authorisation ........................................................................................... 244 
Note Trust Deed ....................................................................................... 163  Listing of Notes ....................................................................................... 244 
Agency Agreement .................................................................................. 164  Documents available ................................................................................ 244 
Management Services Agreement ........................................................... 164  Clearing systems ...................................................................................... 245 
Tax Deed of Covenant ............................................................................. 166  No Material Change ................................................................................. 245 
DESCRIPTION OF THE ASSETCO DOCUMENTS 167  Availability of Financial Statements ....................................................... 246 
Loan Agreement....................................................................................... 167  Information in respect of the Notes ......................................................... 246 
On-Loan Agreement ................................................................................ 175  Websites ................................................................................................... 246 
Subordinated Loan Agreement ................................................................ 178  Arranger and Dealer transacting with the Issuer Obligors or the
Subordinated Loan Agreement - Arrangement Fee ................................ 178  AssetCo ............................................................................................... 246 
HoldCo Funding Arrangements ............................................................... 178  Listing Agent ........................................................................................... 246 
HoldCo Funding Arrangement Fees ........................................................ 179  INDEX OF DEFINED TERMS 247 
HoldCo Cross-Funding Arrangement ...................................................... 179  APPENDIX 1 - VALUATION REPORT 251 
House Bank Agreement ........................................................................... 180  APPENDIX 2 – UNIT TRUST INSTRUMENT 252 

6
TRANSACTION OVERVIEW
The following is an overview of the Transaction. This summary does not purport to be complete and
should be read in conjunction with, and is qualified in its entirety by reference to, the more detailed
information which appears elsewhere in this Prospectus. Prospective purchasers of the Notes are
advised to read carefully, and to rely solely on, the detailed information appearing elsewhere in this
Prospectus in making any decision whether or not to invest in any Notes.
The Group
The Issuer has been incorporated as a special purpose company for the purpose of issuing the Notes
and making the Loans under the Transaction.
The Issuer is a wholly owned subsidiary of Dashwood London Holding (2016) plc (HoldCo), a special
purpose company that has been established as a holding company for the purpose of the Transaction.
Dashwood London Limited (the AssetCo), a special purpose company, which is also a wholly owned
subsidiary of HoldCo and has been established to purchase and hold (indirectly) the student
accommodation property for the purpose of the Transaction. Specifically, the AssetCo will purchase
and hold:
1. 3,861,000 units in European Property (Walworth Road) Unit Trust (formerly NPS European
Property (Walworth Road) Unit Trust) (the Unit Trust), a Jersey law trust created pursuant to the
laws of Jersey and constituted by and subject to a trust instrument dated 12 January 2011, as
amended and restated by a first supplemental instrument dated 22 November 2011, a second
supplemental instrument dated 22 November 2011, a third supplemental instrument dated 4
February 2014, a fourth supplemental instrument dated 5 November 2015, and a fifth
supplemental trust deed dated on or about the Issue Date by Dashwood Trustee (No.1) Limited and
Dashwood Trustee (No.2) Limited;
2. 100% of the shares issued by NPS European Property (Walworth Road) Property GP1 Limited, a
limited liability company registered in England and Wales with registration number 07472954 and
100% of the shares issued by NPS European Property (Walworth Road) Property GP2 Limited, a
limited liability company registered in England and Wales with registration number 07472969
(each, a General Partner of the Property Partnership (see below) and together, the Property GPs);
and
3. 100% of the shares issued by NPS European Property (Walworth Road) Lettings GP1 Limited, a
limited liability company registered in England and Wales with registration number 07472965 and
100% of the shares issued by NPS European Property (Walworth Road) Lettings GP2 Limited, a
limited liability company registered in England and Wales with registration number 07472952
(each a General Partner of the Lettings Partnership (see below) and together, the Lettings GPs).
HoldCo has purchased the remaining 39,000 units in the Unit Trust and has granted security over them
in favour of the Issuer Security Trustee as part of the Issuer Security.
The trustees of the Unit Trust hold the property and assets of the Unit Trust on behalf of the AssetCo
and HoldCo, as unitholders (the Unitholders), including its limited partnership interest (as the sole
limited partner) in each of:
(a) NPS European Property (Walworth Road) Property Limited Partnership, an English limited
partnership registered on 18 January 2011 with registration number LP14279 under the
Limited Partnerships Act 1907 (the Property Partnership), of which the Property GPs are the
general partners; and
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(b) NPS European Property (Walworth Road) Lettings Limited Partnership, an English limited
partnership registered on 18 January 2011 with registration number LP14278 under the
Limited Partnerships Act 1907 (the Lettings Partnership), of which the Lettings GPs are the
general partners.
The Property GPs jointly hold the legal title to the freehold property known as 120-138 Walworth
Road, London SE17 1JL (the Freehold Property) on behalf of the Property Partnership.
The main asset of the Property Partnership is the Freehold Property.
The Lettings GPs jointly hold the legal title to the leasehold interest created by the fifty one year lease
(the Residential Lease) granted by the Property Partnership (acting by the Property GPs) in favour of
the Lettings Partnership (acting by the Lettings GPs) over certain student residential parts of the
Freehold Property (the Leasehold Property) on behalf of the Lettings Partnership.
The main asset of the Lettings Partnership is the Leasehold Property.
The Property means the Freehold Property and the Leasehold Property.
The Property Partnership (acting by the Property GPs) and the Lettings Partnership (acting by the
Lettings GPs), taken together, are referred to as the Partnerships.
The Transaction
The net proceeds of the issue of the Notes will be used by the Issuer to advance Loans to the AssetCo.
The AssetCo will additionally enter into the Subordinated Loan Agreement with HoldCo pursuant to
which the AssetCo will receive the Subordinated Loans, which will (together with the advance of the
Loans from the Issuer and the proceeds of any equity subscriptions received from HoldCo) provide the
AssetCo with sufficient funds to:
(a) pay the price payable to NPS European Property (Jersey) Holdings Limited (Seller 1), NPS
European Property (Dashwood) I Limited (Seller 2) and NPS European Property (Dashwood)
II Limited (Seller 3) (together the Sellers) for the purchase of the units in the Unit Trust and
the shares in the Property GPs and the Lettings GPs;
(b) on-lend £20,529,001.08 to the Property GPs, on behalf of the Property Partnership, to be used
to repay existing indebtedness of the Property Partnership and procure the release of the
existing security over the Property (the On-Loan);
(c) pay costs associated with the Transaction; and
(d) fund the initial required deposit in the Debt Service Reserve Accounts and the initial required
deposit in the Lifecycle Reserve Account.
Property Scheme
The AssetCo will receive (i) interest payments and principal repayments in respect of the On-Loan and
(ii) property income from the Unit Trust (the Unit Trust Income). Additionally it may receive
dividend income from the Property GPs and the Lettings GPs, although this is expected to be de
minimis. Under the Limited Partnership Deed in respect of the Property Partnership, the Property GPs
are only permitted to share in a profit pool of 0.2% of the partnership profit. Under its partnership
deed, the Lettings GPs are only permitted to share in a profit pool of 0.2% of the partnership profit.
The primary source of funds for each of (i) and (ii) above is and will be:
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(a) in the case of income into the Property Partnership (acting by the Property GPs), the rental
payments received (such rental payments, service charges and all other rental amounts being
the Rental Income) from:
(i) the Residential Lease;
(ii) a lease of three retail units which have been amalgamated and comprise a single retail
lease currently being used as a Korean supermarket and café (the Retail Lease);
(iii) a pavement lease in respect of the air space immediately above the surface of the
pavement fronting the retail unit which has been demised to the tenant of the retail
space as a sitting out area (the Pavement Lease);
(iv) an affordable business unit lease in respect of a small unit comprising approximately
53.4 square metres, which has been leased as an “affordable business unit” (the
Business Unit Lease and, together with the Residential Lease, the Retail Lease and
the Pavement Lease, the Existing Leases) (together the Property Rental Income);
and
(v) any future lease that may be granted in respect of the Freehold Property; and
(b) in the case of income into the Lettings Partnership, Rental Income derived from the tenancies
of the units granted to students (the Lettings Rental Income).
On or about the Issue Date:
(a) the AssetCo, HoldCo and the Sellers entered into a sale and purchase agreement (the Sale and
Purchase Agreement) pursuant to which, among other things:
(i) the AssetCo will acquire 3,861,000 units in the Unit Trust from Seller 2. The Unit
Trust is the sole limited partner in the Property Partnership and the Lettings
Partnership;
(ii) HoldCo will acquire 39,000 units in the Unit Trust from Seller 2 and Seller 3; and
(iii) AssetCo will acquire all of the shares in the Property GPs and the Lettings GPs from
Seller 1;
(b) the agreement for property management services between the Lettings Partnership (acting by
the Lettings GPs), Property Partnership (acting by the Property GPs) and Victoria Hall
Management Limited (Victoria Hall) in respect of the Property (the Property Management
Agreement) was entered into so that the Property is managed by Victoria Hall during the
period from the Issue Date until the Property Management Agreement is terminated in
accordance with its terms on 13 October 2016 (i.e. the date falling no later than 8 weeks after
the Issue Date) in order that the management of the Property can be performed thereafter
under the O&M Contract) (for further details in respect of the interim operational
arrangements see the section entitled - The Interim Arrangements in respect of the Property);
(c) the Lettings Partnership (acting by the Lettings GPs), Property Partnership (acting by the
Property GPs), the AssetCo and Campus Living Villages UK Limited (CLV) entered into an
operation and maintenance agreement (the O&M Contract) setting out terms upon which
CLV will act as operations and maintenance provider (in such capacity, together with any
additional, replacement or successor entities acting as operations and maintenance providers
from time to time, the O&M Provider) in respect of the Property from 13 October 2016 (i.e.
the date falling no later than 8 weeks after the Issue Date) (for further details in respect of the
O&M Contract see the section entitled The Property Scheme – The Interim Arrangements in
respect of the Property); and
(d) the O&M Provider, the Lettings Partnership (acting by the Lettings GPs), the Property
Partnership (acting by the Property GPs), the AssetCo Security Trustee, the AssetCo, the
Issuer and the Issuer Security Trustee entered into a direct agreement (the O&M Direct
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Agreement) which regulates the ability of the O&M Provider to terminate the O&M Contract
against the Lettings Partnership and the Property Partnership without giving the Issuer the
right to step-in to remedy a default of the Lettings Partnership and the Property Partnership
under the O&M Contract or to novate the O&M Contract to a substitute for the Lettings
Partnership and the Property Partnership (for further details in respect of the O&M Direct
Agreement see the section entitled The Property Scheme).
The O&M Contract, the O&M Direct Agreement, the Existing Leases, any Nomination Agreement (if
applicable after the Issue Date), and any University Lease (if applicable after the Issue Date) are
together referred to as the Property Documents.
The Property Management Agreement entered into on the Issue Date provides that:
(a) Victoria Hall will be paid a fee of £11,000 per month plus VAT (payable monthly in advance)
and a one off advance of £128,737.50 in respect of operational costs until 30 September 2016
(operational costs thereafter paid monthly in advance, in the event that the interim agreement
is not terminated on 30 September).
(b) the Lettings Partnership will be entitled to terminate the agreement, inter alia, on 30 days
written notice, provided such notice may not take effect prior to 30 September 2016.
On the Issue Date, an amount will be paid to Victoria Hall in respect of the pro-rated monthly fee for
August and operational costs for the period from the Issue Date to 30 September 2016.
The Lettings Partnership’s right to terminate on 30 days' notice will enable termination of the Property
Management Agreement on 13 October 2016 from which date the Property will be managed under the
terms of the O&M Contract.
The Freehold Property and the Leasehold Property have been valued together as described in the
Valuation Report which is reproduced in Appendix 1 – Valuation Report and referred to in the section
entitled Valuation Report.
The purchase of the shares in the Property GPs and Lettings GPs constitutes less than 10% of the
assets which comprise collateral for the Notes.
Source of funds for payments on the Notes
The primary source of funds for the payment of principal and interest on the Notes will be (i) interest
payments and principal repayments to which AssetCo is entitled under the On-Loan and (ii) property
income received by the AssetCo through the Unit Trust. The source of funds for the payments at (i)
and (ii) above is the rents received by the Property Partnership under the Existing Leases. In turn,
income enabling the Lettings Partnership to pay the rent due under the Residential Lease (which
provides the majority of the income under the Existing Leases) is derived from the letting income
received by the Lettings Partnership under the leases of student accommodation at the Property that it
will enter into with students (Student Lettings).
The Student Lettings rental income will be collected from the students initially by Victoria Hall and
then by the O&M Provider and paid, after deduction of amounts due to the O&M Provider under the
O&M Contract, to the Lettings Partnership. The Lettings GPs pay to the Property GPs a turnover rent
under the Residential Lease (being by reference to the income from the Student Lettings actually
received and not sums due to be paid by the students) in an amount equal to 99% of rental income
payments received by the Lettings Partnership from the Student Lettings.
As a matter of English law a limited partnership is regarded as transparent for both income and capital
purposes. Therefore profits and losses of the Student Lettings should arise directly to the Unit Trust as
limited partner in the Partnerships.
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