Livewest 48 Regulatory News (87FW)

THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF BONDHOLDERS. IF BONDHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY SHOULD CONSULT THEIR OWN INDEPENDENT PROFESSIONAL ADVISERS UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000 (IF BONDHOLDERS ARE IN THE UNITED KINGDOM) OR FROM ANOTHER APPROPRIATELY AUTHORISED INDEPENDENT FINANCIAL ADVISOR.

LIVEWEST CAPITAL PLC

(formerly Knightstone Capital plc)

(a public limited company incorporated in England and Wales, with registration number 08691017 under the Companies Act 2006)

(the Existing Issuer)

NOTICE OF A MEETING

of the holders of

£100,000,000 5.058 PER CENT. (STEP UP) SECURED BONDS DUE 2048

(XS0975249714)

(the Bonds)

of the Existing Issuer presently outstanding

(together, the Bondholders and the Bonds respectively)

NOTICE IS HEREBY GIVEN that a Meeting of the Bondholders convened by the Existing Issuer will be held at the offices of Addleshaw Goddard LLP, Milton Gate, 60 Chiswell Street, London EC1Y 4AG at 12:00 noon (London time) on 3 June 2020 for the purpose of considering and, if thought fit, passing the following resolution in accordance with the provisions of the Bond Trust Deed dated 2 October 2013 between the Existing Issuer and Prudential Trustee Company Limited and constituting the Bonds.

Full details as to the background to, and reasons for, the proposal that forms the content of the Extraordinary Resolution (the Proposal) set out below are set out in the Consent Solicitation Memorandum issued by the Existing Issuer on the date of this Notice (the Consent Solicitation Memorandum), copies of which are available upon request from The Bank of New York Mellon, London Branch (the Tabulation Agent) (whose contact details are specified below).

EXTRAORDINARY RESOLUTION

"THAT this Meeting of the holders (the Bondholders) of the outstanding £100,000,000 5.058 per cent. (Step up) Secured Bonds due 2048 (the Bonds) of LiveWest Capital plc (formerly Knightstone Capital plc) (the Existing Issuer) constituted by the Bond Trust Deed dated 2 October 2013 made between the Existing Issuer and Prudential Trustee Company Limited (the Bond Trustee) (the Bond Trust Deed) hereby:

1 approves, sanctions and assents to the release and discharge of the Existing Issuer from all of its obligations as principal debtor in respect of the Bonds upon the substitution of LiveWest Treasury plc (the New Issuer) as principal debtor in respect of the Bonds (the Substitution);

2 approves, sanctions and assents to the replacement of:

(a) the Conditions with the conditions set out in Schedule 1 to the Note Trust Deed dated 24 September 2019 between the New Issuer, LiveWest Homes Limited and Prudential Trustee Company Limited (the Programme Note Trust Deed) and the Pricing Supplement attached as Schedule 1 to the Deed of Substitution and Amendment (as defined below);

(b) the Bond Trust Deed with the Programme Note Trust Deed;

(c) the Knightstone Housing Association Loan Agreement with the Group Funding Agreement (as defined in the Programme Note Trust Deed); and

(d) the other Transaction Documents with the corresponding Programme Documents (as defined the Programme Note Trust Deed),

each as more specifically set out in the draft Deed of Substitution and Amendment (together, the Amendments);

3 authorises, directs, requests and empowers the Bond Trustee to concur in the release of the security allocated to the Existing Issuer pursuant to the Security Trust Deed upon the allocation of security to the Bondholders pursuant to the Security Trust Deed originally dated 25 February 2008 and amended and restated on 17 September 2019 between, inter alios, the New Issuer and the Prudential Trustee Company Limited as security trustee (the Programme Security Trust Deed) as detailed in the Apportionment Certificate (as defined below) (the Re-securing);

4 authorises, directs, requests and empowers the Bond Trustee to concur in the de-listing of the Bonds from the Official List of the Financial Conduct Authority and the regulated market of the London Stock Exchange plc upon the Bonds being admitted to trading on the International Securities Market of the London Stock Exchange plc (the Re-listing);

5 authorises, directs, requests and empowers the Bond Trustee:

(a) to concur in and to execute a deed of substitution and amendment (supplemental to the Transaction Documents) to effect the Substitution and the Amendments, in the form or substantially in the form of the draft produced to this Meeting and for the purpose of identification signed by the chairman thereof, with such amendments (if any) as the Bond Trustee shall require or agree to (the Deed of Substitution and Amendment);

(b) to concur in and to execute an accession deed (supplemental to the Programme Security Trust Deed) to accede to the Programme Security Trust Deed as representative for the Bondholders, in the form or substantially in the form of the draft produced to this Meeting and for the purpose of identification signed by the chairman thereof, with such amendments (if any) as the Bond Trustee shall require or agree to (the Accession Deed);

(c) to concur in and to execute an apportionment certificate (to be issued pursuant to the Programme Security Trust Deed) in respect of the security to be allocated to the Bondholders pursuant to the Programme Security Trust Deed, in the form or substantially in the form of the draft produced to this Meeting and for the purpose of identification signed by the chairman thereof, with such amendments (if any) as the Bond Trustee shall require or agree to (the Apportionment Certificate); and

(d) to execute such other deeds, instruments or documents, and to do all such other acts and things, as may be necessary, desirable or expedient in its sole opinion to carry out and give effect to this Extraordinary Resolution and the implementation of the Substitution, the Amendments, the Re-securing and the Re-listing;

6 discharges, exonerates and indemnifies the Bond Trustee from all liability in respect of any act or omission for which the Bond Trustee may have become responsible under the Bond Trust Deed, the Bonds or otherwise in connection with this Extraordinary Resolution or its implementation, the Substitution, the Amendments, the Re-securing and the Re-listing or the implementation of Substitution, the Amendments, the Re-securing and the Re-listing and any act or omission taken in connection with paragraph 5 of this Extraordinary Resolution, even though it may be subsequently found that there is a defect in the passing of this Extraordinary Resolution or, that for any reason, this Extraordinary Resolution is not valid or binding on the Bondholders;

7 sanctions and assents to every abrogation, amendment, modification, variation, compromise or arrangement in respect of the rights of the Bondholders appertaining to the Bonds against the Existing Issuer or any of its property, whether or not such rights arise under the Conditions, the Bond Trust Deed or otherwise, involved in or resulting from or to be effected by the Substitution, the Amendments, the Re-securing and the Re-listing and/or their implementation;

8 declares that the implementation of this Extraordinary Resolution shall be conditional on:

(a) the passing of this Extraordinary Resolution;

(b) the Proposal not having been terminated in accordance with its terms;

(c) the quorum required for, and the requisite majority of votes cast at, the Meeting being satisfied by Eligible Bondholders, irrespective of any participation at the Meeting by Ineligible Bondholders (and would also have been so satisfied if any Ineligible Bondholders who provide confirmation of their status as Ineligible Bondholders and waive their right to attend and vote (or be represented) at the Meeting had actually participated at the Meeting) and further resolves that, in the event the Extraordinary Resolution is passed at the Meeting but this condition is not satisfied, the chairman of the Meeting is hereby authorised, directed, requested and empowered to adjourn this Meeting on the same basis (including quorum) as for an adjournment of the Meeting where the necessary quorum is not obtained, for the purpose of reconsidering resolutions 1 to 9 of this Extraordinary Resolution with the exception of resolution 8(c) of this Extraordinary Resolution at the adjourned Meeting, and in place of the foregoing provisions of resolution 8(c) the relevant condition will be satisfied if the quorum required for, and the requisite majority of votes cast at, the adjourned Meeting are satisfied by Eligible Bondholders irrespective of any participation at the adjourned Meeting by Ineligible Bondholders (and would also have been so satisfied if any Ineligible Bondholders who provide confirmation of their status as Ineligible Bondholders and waive their right to attend and vote (or be represented) at the adjourned Meeting had actually participated at the adjourned Meeting); and

9 acknowledges that all terms used but not otherwise defined in this Extraordinary Resolution shall have the meanings given to them in the Bond Trust Deed and, in addition:

Consent Solicitation Memorandum means the consent solicitation memorandum dated 12 May 2020 prepared by the Existing Issuer in relation to the Proposal;

Eligible Bondholder means each Bondholder who is (a) located and resident outside the United States and is not a U.S. person (as defined in Regulation S under the Securities Act) and (b) otherwise a person to whom the Proposal can be lawfully made and that may lawfully participate in the Proposal;

Ineligible Bondholder means each Bondholder who is not a person to whom the Proposal is being made, on the basis that such Bondholder is either (a) a U.S. person and/or located or resident in the United States and/or (b) a person to whom the Proposal cannot otherwise be lawfully made or that may not lawfully participate in the Proposal;

Proposal means the invitation by the Existing Issuer to all Eligible Bondholders to consent to the modifications referred to in this Extraordinary Resolution, as described in the Consent Solicitation Memorandum and as the same may be amended in accordance with its terms; and

Securities Act means the U.S. Securities Act of 1933, as amended."

INELIGIBLE BONDHOLDERS

Ineligible Bondholders may not participate in the Proposal or be eligible to receive the Early Voting Fee (as defined in the Consent Solicitation Memorandum).

However, any Ineligible Bondholder may be eligible, to the extent permitted by applicable laws and regulations, to receive an equivalent amount to the Early Voting Fee (being £0.50 for each £1,000 in Outstanding Principal Amount (as defined in the Conditions of the Bonds) of the Bonds the subject of an Ineligible Bondholder Confirmation (as referred to below)) (an Ineligible Bondholder Payment).

To be eligible for the Ineligible Bondholder Payment, an Ineligible Bondholder must deliver, or arrange to have delivered on its behalf, a valid Ineligible Bondholder Confirmation (in a form to be provided by the Tabulation Agent) that is received by the Tabulation Agent by 4.00 p.m. (London time) on 27 May 2020 (the Ineligible Instruction Deadline) and is not subsequently revoked.

Payment of any Ineligble Bondholder Payment will be conditional on:

(a) the Proposal not having been withdrawn;

(b) the Extraordinary Resolution being passed;

(c) the quorum required for, and the requisite majority of votes cast at, the Meeting being satisfied by Eligible Bondholders, irrespective of any participation at the Meeting by Ineligible Bondholders (and would also have been so satisfied if any Ineligible Bondholders who provide confirmation only of their status as Ineligible Bondholders and waive their right to attend and vote (or be represented) at the Meeting had actually participated at the Meeting), including the satisfaction of such condition at an adjourned Meeting as described in "Meeting" below; and

(d) the Deed of Substitution and Amendment, the Deed of Accession and the Allocation Certificate being executed by each of the parties thereto.

(together, the Payment Conditions) and will be made no later than the second Business Day following the date on which the Payment Conditions are satisfied.

GENERAL

Documents available for inspection

Copies of the Transaction Documents (as defined in the Bond Trust Deed), the Programme Admission Particulars issued by the New Issuer on 24 September 2019 and any supplement thereto issued by the New Issuer from time to time, the Programme Documents (as defined in the Programme Note Trust Deed), the draft Deed of Substitution and Amendment (including the form of the Pricing Supplement), the draft Accession Deed and the draft Apportionment Certificate will be available from the date of this Notice to the conclusion of the Meeting (including any adjourned Meeting) on request from the Tabulation Agent. Such documents will also be available for inspection at the offices of Addleshaw Goddard LLP, Milton Gate, 60 Chiswell Street, London EC1Y 4AG from the time 15 minutes before and during the Meeting.

If the form of the Deed of Substitution and Amendment, the Accession Deed or the Apportionment Certificate is amended after the date of this Notice and before the date of the Meeting, the draft of such Deed of Substitution and Amendment, Accession Deed or the Apportionment Certificate, as applicable, will be made available as set out above (marked to indicate changes made to the draft made available at the date of this Notice) and will supersede the previous drafts and Bondholders will be deemed to have notice of any such changes.

General

The attention of Bondholders is particularly drawn to the quorum required for the Meeting and for an adjourned Meeting which is set out in "Voting and Quorum" below.

Bondholders who are in any doubt as to the impact of the Extraordinary Resolution are recommended to seek their own independent financial and legal advice, including in respect of any tax consequences.

The terms and conditions of the Consent Solicitation Memorandum are without prejudice to the right of a Bondholder to attend and vote at the Meeting as set out in this Notice and in the Bond Trust Deed.

Subject to the terms and conditions specified in the Consent Solicitation Memorandum, only Bondholders who have delivered a valid Electronic Voting Instruction (as defined in the Consent Solicitation Memorandum) (which has not been revoked) by no later than the Early Instruction Deadline (as defined in the Consent Solicitation Memorandum) will be eligible to receive the Early Voting Fee (as defined in the Consent Solicitation Memorandum), only if the Payment Conditions (as defined in the Consent Solicitation Memorandum) are satisfied. The Early Voting Fee is payable on the Settlement Date (as defined in the Consent Solicitation Memorandum).

Position of the Bond Trustee

In accordance with normal practice, the Bond Trustee expresses no opinion as to the merits of the Proposal. The Bond Trustee has not been involved in formulating the Proposal and makes no representation that all relevant information has been disclosed to Bondholders in this Notice and the Consent Solicitation Memorandum or otherwise and no recommendation to Bondholders as to whether to vote in favour or against the Extraordinary Resolution. Accordingly, the Bond Trustee urges Bondholders who are in any doubt as to the impact of the implementation of the Proposal to seek their own independent legal and/or financial advice. The Bond Trustee has, however, authorised it to be stated that, on the basis of the information set out in this Notice and the Consent Solicitation Memorandum, all of which the Bond Trustee recommends that Bondholders read carefully, it has no objection to the Proposal or the Extraordinary Resolution being submitted to the Bondholders for their consideration.

VOTING AND QUORUM

The relevant provisions governing the convening and holding of the Meeting are set out in Schedule 3 (Provisions for Meetings of Bondholders) to the Bond Trust Deed, a copy of which is available for inspection as referred to above.

Beneficial owners of Bonds who take the action described below need take no further action in relation to voting at the Meeting (and any adjourned Meeting) in respect of the Extraordinary Resolution.

IMPORTANT: The Bonds are currently represented by a bearer global Bond, which is held by a common depositary for Euroclear and Clearstream, Luxembourg (together, the Clearing Systems). Only persons shown in the records of a Clearing System as a holder of the Bonds (each a Direct Participant) may be issued with a voting certificate or otherwise give voting instructions in accordance with the procedures described below. Each person who is the beneficial owner of Bonds held, directly or indirectly, in an account in the name of a Direct Participant acting on such beneficial owner's behalf will not be a Bondholder for the purposes of this notice. Accordingly, if they have not already done so, beneficial owners should arrange for the Direct Participant through which they hold their Bonds to make arrangements on their behalf for the issue of a voting certificate or otherwise to give voting instructions.

A Bondholder wishing to attend and vote at the Meeting and any adjourned Meeting in person must produce at the Meeting a valid voting certificate issued by a Paying Agent in respect of the Bonds.

A Bondholder not wishing to attend and vote at the Meeting in person may either instruct a Paying Agent, through the Clearing Systems, to deliver the relevant voting certificate(s) to the person whom it wishes to attend on its behalf or give a voting instruction (in accordance with the procedures of the relevant Clearing System) instructing a Paying Agent to appoint a proxy to attend and vote at the Meeting in accordance with his instructions.

A Bondholder must request the relevant Clearing System to block the relevant Bonds in its own account and to hold the same to the order or under the control of a Paying Agent not later than 48 hours (including all or part of two days upon which banks are open for business in London, Luxembourg and Belgium (disregarding for this purpose the day upon which the Meeting is to be held)) (48 hours) before the time appointed for holding the Meeting in order to obtain voting certificates or give voting instructions in respect of the Meeting. Bonds so blocked will not be released until the earlier of:

(a) the conclusion of the Meeting (or, if applicable, any adjourned Meeting); and

(b) (i) in respect of a voting certificate, the surrender to a Paying Agent of such voting certificate and notification by such Paying Agent to the relevant Clearing System of such surrender or the compliance in such other manner with the rules of the relevant Clearing System; or

(ii) in respect of voting instructions, the surrender not less than 48 hours before the time for which the Meeting (or, if applicable, any adjourned Meeting) is convened, of the receipt issued by a Paying Agent in respect of the relevant Bonds which are to cease to be held to the order, or under the control, of such Paying Agent and the same then being notified in writing by such Paying Agent to the Existing Issuer at its registered office at least 24 hours (as defined in the Bond Trust Deed) before the time appointed for holding the Meeting and such Bonds ceasing in accordance with the procedures of the relevant Clearing System and with the agreement of such Paying Agent to be held to its order or under its control.

For the avoidance of doubt, any voting instructions may not be revoked or amended during the period starting 48 hours before the time appointed for the relevant Meeting or any adjourned Meeting, as the case may be, and ending at the close of such Meeting (or adjourned Meeting).

Quorum and Adjournment

The Substitution comprises, and therefore the Extraordinary Resolution relates, to a Basic Terms Modification as defined in and for the purposes of the Bond Trust Deed. As such, the quorum required at the Meeting is one or more persons present holding voting certificates or being proxies or representatives and representing not less than 75 per cent. in Outstanding Principal Amount of the Bonds.

If within fifteen minutes (or such longer period not exceeding 30 minutes as the chairman of the Meeting may decide) after the time appointed for the Meeting a quorum is not present, the Meeting shall be adjourned for a period being not less than 13 clear days nor more than 42 clear days. At least 10 days' notice (exclusive of the day on which the notice is given and the day on which the Meeting is to be held) of such adjourned Meeting shall be given, in the same manner as for the original Meeting, and such notice shall state the quorum required at such adjourned Meeting. The quorum at any such adjourned Meeting shall be one or more persons present holding voting certificates or being proxies or representatives and representing not less than 25 per cent. in Outstanding Principal Amount of the Bonds.

Voting certificates issued and electronic or other voting instructions given in respect of the relevant Meeting (unless revoked not less than 48 hours before the time appointed for any adjourned Meeting) shall remain valid for such adjourned Meeting.

Voting

Subject as described below, every question submitted to the Meeting shall be decided in the first instance by a show of hands and in case of an equality of votes the chairman of the Meeting shall both on a show of hands and on a poll have a casting vote in addition to the vote or votes (if any) to which he may be entitled as a holder of a voting certificate or as a proxy.

Unless a poll is (before or on the declaration of the result of the show of hands) demanded by the chairman of the Meeting, the Existing Issuer, the Bond Trustee or by any person present holding voting certificates or being proxies (whatever the amount of the Bonds represented by them), a declaration by the chairman of the Meeting that a resolution has been carried or carried by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.

At the Meeting:

(c) on a show of hands, every person who is present in person and produces a voting certificate or is a proxy shall have one vote; and

(d) on a poll, every person who is so present shall have one vote in respect of each £1 (or such other amount as the Bond Trustee may in its absolute discretion stipulate) in Outstanding Principal Amount of the Bonds so represented by the voting certificates so produced or in respect of which he is a proxy.

The Bond Trustee has indicated that it will require the Extraordinary Resolution to be voted on by a poll without the need for a show of hands and this will be a condition of the chairman's appointment.

Extraordinary Resolution

To be passed, the Extraordinary Resolution requires a majority in favour consisting of not less than 75 per cent. of the votes cast on the poll.

Clearing Systems

Holders of Bonds held by Euroclear or Clearstream, Luxembourg should contact the Tabulation Agent for further information in respect of the respective procedures of Euroclear or Clearstream, Luxembourg for voting.

Further or Alternative Regulations regarding the Meeting

In light of the ongoing developments in relation to COVID-19 (commonly referred to as coronavirus), it may become impossible or inadvisable to hold the Meeting at the offices of Addleshaw Goddard LLP. In that event, the Bond Trustee may (after consultation with the Existing Issuer where the Bond Trustee considers such consultation to be practicable but without the consent of the Existing Issuer, the Bondholders or the Couponholders) prescribe further or alternative regulations regarding the holding of the Meeting and attendance and voting thereat as the Bond Trustee may in its sole discretion reasonably think fit. This may include holding the Meeting by conference call or other electronic means.

In such circumstances, those Bondholders who have indicated that they wish to attend the Meeting in person will be provided with further details about attending the Meeting. Bondholders who have requested that their votes are included in a block voting instruction will be unaffected by these alternative regulations and will not be requested to take any further action.

TABULATION AGENT

The Bank of New York Mellon, London Branch

Merck House

15 Seldown Lane

Poole

Dorset BH15 1PX

Attention: Debt Restructuring Services

Telephone: +44 (0)1202 689644

Email: debtrestructuring@bnymellon.com

PRINCIPAL PAYING AGENT

The Bank of New York Mellon, London Branch

One Canada SquareLondon E14 5AL

BOND TRUSTEE

Prudential Trustee Company Limited

10 Fenchurch Avenue

London EC3M 5AG

This notice is given by:

LiveWest Capital plc

1 Wellington Way

Skypark

Clyst Honiton

Exeter EX5 2FZ

12 May 2020