Regal Bond Information Memorandum 11.05.2015.Issued10thApril.compressed

Information Memorandum issued byReal Estate Associates Limited (the Arranger)

Authorised and regulatedby the Financial Conduct Authority

THE REGAL GREENHOMES BOND

Real Estate Associates (GP) plcInformation MemorandumIn connection with the issue of up to 10.0 million ofSecured Series 3 Bonds due 5th April 2020(Minimum Subscription: 5,000 and then in 1,000 increments)

ISIN GB00BVGH8856SEDOL BVGH885Desc: 6.75% BDS 05/04/20 GBP5000

INFORMATION MEMORANDUM

Contents

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Notice to Investors

Investment Summary

Definitions and Terms

Parties and Advisers

Introduction

Company Background

Investment Backdrop

The Asset Manager

Project Pipeline

Financial Information on the Asset Manager

The Limited Partnership

The Company

The Arranger

Bond Offer

Security

Intermediary Commissions

Disposal in the event of Bondholders critical illness or death

Reporting

Conflicts of Interests

Risk Factors

UK Taxation of Bondholders

Application Procedures

Money Laundering Regulations

Appendix: Bond Series 3 Principal Terms

Contact Details

| NOTICE TO INVESTORS

The Directors of Real Estate Associates (GP) plc (the Company) accept responsibility for the information contained inthis Information Memorandum (Memorandum). To the best of the knowledge and belief of the Directors (who havetaken all reasonable care to ensure that such is the case) the information contained in this Memorandum is in accordancewith the facts and does not omit anything likely to affect the import of such information. The Directors acceptresponsibility accordingly.

This Memorandum relates to an offer to subscribe for Bonds (Bonds) issued by the Company. The Company will not beregulated in the United Kingdom.

As the Bonds are non-transferable, no secondary market will develop in them.

The Bonds will be issued only on the basis of the information and representations contained in this Memorandum. Anypurchase made by any person on the basis of statements or representations not contained herein or inconsistent withinformation contained herein shall be solely at the risk of the purchaser.

Neither delivery of this Memorandum nor anything stated herein should be taken to imply that any information containedherein is correct at any time subsequent to the date hereof.

Law in certain countries restricts the distribution of this Memorandum. Persons into whose possession this Memorandummay come are required to inform themselves of and to observe any such restrictions. This Memorandum does not constitutean offer or solicitation to any person in any jurisdiction in which such an offer or solicitation is not authorised or to anyperson to whom it is unlawful to make such offer or solicitation.

The following restrictions should be noted in particular:

United Kingdom

The Bonds are non-transferable. Accordingly, there is no requirement under section 85 of the Financial Services andMarkets Act 2000 (the Act) for an approved prospectus to be made available to the public before any offer of the Bondsis made in the United Kingdom. This Memorandum is not an approved prospectus and has not been approved by theFinancial Conduct Authority (FCA) or any other regulatory body.

Real Estate Associates Ltd, which is authorised and regulated by the FCA, has approved this Memorandum and issued itin the United Kingdom to persons generally. However, applications for the Bonds will be accepted only in respect of thefollowing persons:

Notice to Investors

a) pension funds, the management companies of pension funds and other eligible counterparties (as defined in the FCAsrules);

b) persons for whom the Bonds have been assessed as suitable investments by a person authorised by the FCA;

c) persons who are certified (including by self-certification) as high net worth or sophisticated investors (as defined inthe FCAs rules); and

d) persons who confirm that they will not invest more than 10% of their net investible assets in the Bonds or similarproducts (defined as certified restricted investors in the FCAs rules).

Persons in categories c) and d) above will also need to demonstrate, before their applications can be accepted, that theyhave the knowledge or experience to understand the risks involved.

Investors in the Bonds should note that they will not have the benefit of the Financial Services Compensation Scheme inthe event of the insolvency of the Company.

United States

The Bonds have not been, and will not be, registered under the Securities Act of 1933, as amended (the Securities Act)or the securities laws of any of the states of the United States. Accordingly, the Bonds may not be offered or sold directlyor indirectly in the United States or to or for the account or benefit of any US Person except pursuant to an exemptionfrom, or in a transaction not subject to, the registration requirements of the Securities Act and any applicable securitieslaws.

The Directors have however determined that the Bonds may not be offered, sold or transferred, directly or indirectly, inthe United States or for the benefit of any US Person. Each purchaser of Bonds shall therefore be asked to certify thatthey are not a US Person, are not receiving the Bonds in the United States, and are not acquiring the Bonds for the accountof a US Person.

In this Memorandum, US Person means a citizen or resident of the United States, a corporation, partnership or otherentity created or organised in or under the law of any of the United States, or any person falling within the definition ofthe term US Person under Regulation S promulgated under the Securities Act.

General

The Bonds are non-transferable and not traded on an exchange. It will therefore be impossible for an investor to disposeof his Bonds before the redemption date, unless the Company chooses to redeem at an earlier date.

Prospective investors should inform themselves as to the legal requirements and tax consequences relevant to theirparticular circumstances for the acquisition, holding or disposal of Bonds and any foreign exchange restrictions, whichmay be relevant to them.

Bonds that are acquired by persons not entitled to hold them in accordance with the provisions contained herein may becompulsorily redeemed at the Companys sole discretion.

Copies of the current articles of association of the Company are available at the registered office of the Company andcopies may be obtained on request by writing to the Company at its registered office. Potential investors are advised toread the articles of association of the Company prior to any investment in Bonds.

Copies of this document may be obtained from the offices of Real Estate Associates Ltd.

Investment in the Bonds carries substantial risk. There can be no assurance that the Companys investment objectivewill be achieved and investment results of the Company may vary substantially over time. This may affect theCompanys ability to pay interest on the Bonds and to redeem them at maturity, and investors may therefore suffera partial or complete loss of their investment in the Bonds. Investment in the Bonds is not intended to be a completeinvestment programme for any investor. Prospective investors should consider carefully whether an investment inthe Bonds is appropriate for them in light of their circumstances and financial resources, and should review carefullythis Memorandum with particular attention to the section entitled Risk Factors. Prospective investors are alsourged to seek independent investment, legal and tax advice concerning the contents of this Memorandum and theconsequences of investing in the Bonds.

(Issued 10th April 2015)

NOTICE TO INVESTORS | Page 5

Investment SummaryThis summary should be read in conjunction with, and in the context of, this Memorandum as a whole.

Bond TermsCompany Real Estate Associates (GP) plc (incorporated in England and Wales).

Purpose To provide investment and working capital to the Company principally in respect of financing proposedresidential property developments.

Denomination Up to 10,000 Bonds Series 1 at an issue price of 1,000.00 each.

Minimum Subscription 5,000 and then in increments of 1,000.

Security Registered charge over the Companys and the Asset Managers specified assets. The issue of new Bondsis subject to the Companys total borrowings including the Bonds when issued not exceeding 85% of thevalue of the Companys gross assets held as security for the Bonds.

Term Until the Repayment Date of 5th April 2020 unless repaid earlier. Earlier repayment may be any time atthe Companys discretion. The Bonds are not transferable.

Interest 6.75% per annum accruing from the date each Bond is issued, payable semi-annually in arrears in April andOctober each year.

Repayment The principal of each Bond will be repayable on 5th April 2020.

Further details of the terms attaching to the Bonds are set out at page 25.

Closing Dates (initial offer)Applications will be admitted on the first day of each calendar month following receipt, until the offer is fully subscribedor the offer is declared closed earlier at the Companys discretion.

Page 6 | INVESTMENT SUMMARY

All enquiries relating to this informationmemorandum may be directed to The AssetManagers marketing department in the firstinstance:

Regal Green Homes LtdThe Hub Business Centre35 Sherwood StreetMarket WarsopNottinghamshireNG20 0JR

Telephone: +44(0)1623 840909Email: [email protected]

Enquiries relating to the developments can bedirected to:

Regal Green Homes LtdUnit 19 Piper Business Centre220 Vale RoadTonbridge TN9 1SP

Telephone: 01732 759430Email: [email protected]

All enquiries relating to previously submittedapplications may be addressed to The Arranger:

Real Estate Associates Ltd3 Minster CourtMincing LaneLondon EC3R 7DD

Telephone: +44(0)20 7220 7180Email: [email protected]

Contact DetailsFor prospective Bondholders & advisers

Parties & Advisers

Bond Issuer Real Estate Associates (GP) plc, 3 Minster Court, Mincing Lane, London, EC3R 7DD

Asset Manager Regal Green Homes Ltd, Unit 19 Pipers Business Centre, 220 Vale Road, Tonbridge, TN9 1SP

Arranger & Security Trustee Real Estate Associates Ltd, 3 Minster Court, Mincing Lane, London, EC3R7DD

Solicitors as to Bond Offer Lewis Silkin LLP,5 Chancery Lane, Cliffords Inn, London, EC4A 1BL

Auditor Ross Brooke Chartered Accountants, 2 Old Bath Road, Newbury, Berkshire. RG14 1QL

Bondholder Representative CX Wealth Ltd, 9 The Shrubberies, George Lane, London, E18 1BD

Definition & TermsIn this document these expressions and abbreviations have the following meanings unless the context otherwise requires.

DEFINITION & TERMS | PARTIES & ADVISERS | Page 7

Arranger or REAL Real Estate Associates Limited which was incorporated in England and Wales on 1 October 2002 under the Companies Act 1985 and which is regulated by the Financial Conduct Authority

Bonds The Bonds whose principal terms are described on page 25

Bondholder A person whose name is entered and appears in the register as a holder of any Bonds

Charged Assets The Companys loan to the LP plus the net assets from time to time of the Asset Manager

Company Real Estate Associates (GP) plc, registered in England & Wales on 11 August 2003 no. 04862610, Registered Office 130 Western Avenue, Buckingham MK18 1LS

Final Repayment Date The date the principal amount of the Bonds is due to be repaid being 5th April 2020

Limited Partnership or LP Partnership Land LP, registered in England & Wales on 10 December 2009 no. LP013713, Registered Office 3 Minster Court, Mincing Lane, London EC3R 7DD

Introduction

T he Company is the general partner of Partnership Land LP, an EnglishLimited Partnership established under the Limited Partnerships Act1907. The LP acting by the Company has appointed Regal GreenHomes Ltd as Asset Manager to identify, negotiate, acquire, develop and sell

residential projects in South-East England.

Regal Green Homes Ltd is an active residential developer in South-East England.The Asset Manager identifies sites with existing planning consent principally for

modestly-priced flats and houses, manages the construction phase, and offers thecompleted properties for sale to owner-occupiers on the open market. The Asset

Managers directors have gained extensive property development experience throughearlier projects by the Asset Manager and other entities including three projects now

completed with all dwellings sold, and a fourth project nearing completion. Theyconsider attractive opportunities are available to the LP taking advantage of forecastcontinued growth in house prices in the region. On behalf of the LP, the Asset Managerwill target site acquisitions of modest size (generally with a gross development valuein the range 1.5m to 5m) which the Asset Manager considers will limit competitionby being too large for many private developers, while being too small for larger nationalhouse-builders. According to the Asset Manager;

The chronic shortage of new houses in South-East England presents an opportunity toearn a healthy profit, by building sustainable well-designed dwellings, while at the sametime meeting the aspirations of homeowners seeking the next rung of the housing ladder.We continue to identify potential sites which may be too small for mainstream developersyet too large for local builders, which fit the Regal Green Homes criteria and provide aniche for the Limited Partnership to proceed.

According to the UK Land Registry, the average price of all property types in South-EastEngland (excluding Greater London) in January 2015 is 242,232, compared with thenational average in England & Wales of 179,492. The LP is aiming principally to providehouses for purchase at or below this regional average, which the Asset Manager considerswill attract demand from the B and C1 demographic sectors including middle-managerialand professional buyers, clerical workers, civil servants etc.

The LP does not intend to bear the risk and delays of securing planning permission onunconsented sites so it will only acquire land with an existing financially viable planningapproval. It may seek to optimise an existing consent through changing details of thedesign including appearance and density, before embarking on construction. Buildingcontracts generally will be let to a reputable main contractor on a fixed-pricearrangement following a tender or negotiation process; however the LP under the AssetManagers advisement may also act as main contractor and employ sub-contractorswhere significant savings are available. Normally, individual dwellings will be sold inthe open market at completion to owner-occupiers in order to maximise proceeds.

The Company expects to apply funding raised from this offering principally in makingan interest-bearing loan to the LP, enabling the LP to purchase land and financeconstruction.

An investment in the Bonds is designed to provide 6.75% per annum interestpayable semi-annually in arrears, and at maturity the return of capital originallyinvested. The Companys ability to meet these obligations is expected to befunded through returns from the LP generated from profits on sales of completeddevelopments.

Returns will be secured by way of debentures over the Companys and AssetManagers assets. Returns are not guaranteed.

Page 8 | INTRODUCTION

Various commentators forecast growth in house prices in the medium term. Forexample, in their February 2015 analysis, Savills forecast mainstream UK prices rising19.3% in the period from 2015-19. Among their regional forecasts, South-East Englandshows the highest projected growth over this period of 26.4%. Notably, London appearslowest on their regional forecast with growth of only 10.4%. According to Savills, we expectthe South East to see the highest levels of house price growth over the next five years andLondon the lowest, with buyers priced out of one moving to the other.

Generally in the UK, the level of strong house price growth over the last 12 to 18 monthshas shown signs of easing, with Nationwide in September 2014 reporting the first fall in UKaverage house prices in 16 months. The prospect of eventual interest rates rises, increasedmortgage controls and rising house price-to-income ratios is starting to moderate the speedof increases. However in the Asset Managers view, economic recovery is likely to becomemore widespread, and rate rises are unlikely to be severe enough to trigger a wholesalehousing market correction.

In the short-term the Asset Manager shares Knight Franks view that interest rate rises andthe risk of a renewed economic slowdown remain the biggest risks to the UK housing market.Furthermore the Asset Manager considers that a softening in market confidence during 2015surrounding the impact of the May 2015 General Election will present opportunities to acquiresuitable projects at keener prices.

Meanwhile there is little sign that the acute housing supply shortfall in South-East Englandwill be met by a sufficient increase in house-building. According to an October 2014 reportby the National Housing Federation, if current building levels continue the region willface a housing shortfall of over 400,000 homes in the next 20 years, which is just under thetotal number of households in Birmingham. The report notes that a rising demand for homesand a lack of supply has caused the average house price in the region to reach almost300,000, which is ten times the regions average annual salary.

The Asset Manager considers this backdrop of strong demand and limited supply, withaffordability constraints leading to a focus on lower-priced dwellings, present a soundbackdrop for the LPs investment plans.

The structure is summarised graphically below:

Series 3 Bondholders

Subscriptions Interest & Repayment

Real EstateAssociates (GP) plc

Partnership Land LP

Investment Profits

Asset ManagerRegal GreenHomes Ltd

The Companys other bondsand other business activities

Investment Backdrop

Development Projects

Company Background

Series 3 Bond re RegalGreen Homes

Limited PartnershipAdvice

Total Funding

The maximum to be raised under the terms of this offer of BondsSeries 3 of 1,000 each is 10m. The Company may launchfurther series of Bonds, on the same or different terms, subjectto the criteria set out on page 19.

Structure

Bonds will be issued by the Company which is a public limitedcompany registered in England and Wales. The Company intendsto employ the proceeds of the Bond issue exclusively to meetthe costs of this offering and to finance the Limited Partnership.The Limited Partnership comprises a convenient entity in whichto undertake property development activities, providing limitedliability, the ability to raise senior debt, separation ofgovernance from asset management, and tax transparenttreatment of returns at the LP level. Bondholders rights toreceive payments are secured by charges over the LimitedPartnerships specified assets, and by a debenture over the AssetManagers assets, subject to any prior security.

COMPANY BACKGROUND | INVESTMENT BACKDROP | Page 9

The Asset Manager

ExperienceThe Asset Manager was established in 2011 and either directly or through related entities has completed the developmentand sale of three developments in Gillingham and Maidstone, and is currently on-site with a development in Redhill,Surrey. The Asset Manager is accredited by the National House Building Council (NHBC) and is an approved developer onthe Governments Help to Buy and New Buy schemes.

Jonathan WardSales & Marketing Director;

co-founded the Asset Manager and has 30 years experiencein direct sales and marketing including extensive previousachievement in property sales and marketing both in the UKand overseas. A highly motivated negotiator, his roleincludes communicating with industry professionals at alllevels, including handling negotiations for land acquisitions,managing sales agents, coordinating the legal progress ofland and property purchases and sales, etc..

Charlie GallenOperations Director;

has extensive experience in the building and civilengineering industry. He qualified as a civil engineeringtechnician in 1986 and later qualified as a QuantitySurveyor. Before establishing the Asset Manager in 2011he worked on various building projects for George Wimpeyincluding the 68 million Gyle shopping centre, Edinburgh.He was also a project manager for Amec Construction onRailtracks bridge replacement programme throughoutEngland and Wales, and a 6 million roof replacementcontract at London Victoria station.

The Asset Manager is engaged by the LP under the terms of a management agreement for the duration of theBonds subject to providing specified services and subject to holding a nominal 1 equity participation in the LP.The Asset Manager has granted the LP a right of first refusal over any potential project meeting the LPsinvestment criteria but in the event the LP declines or is unable to proceed the Asset Manager will be entitled toundertake the project on its own account, subject to satisfying the Company that it has sufficient financial andmanagement resources.

Asset Managers Engagement & Remuneration

The Asset Manager will perform the specifiedservices without levying a periodicmanagement charge. Commencing 5thApril 2016 the Asset Manager willaccrue an entitlement to drawprofit share instalments notexceeding 100,000 perquarter. Profits on thecompletion of sales will beapplied first to pay anyinterest or repayment dueto Bondholders; then to paythe Asset Managers profitshare instalment includingany arrears. The remainingprofit at the Companys solediscretion may be held in cashor reinvested in furtherprojects. After the LP hassettled all sums due to creditors,repaid any senior debt, and madereturns to the Company sufficient forthe Company to pay all interest andrepayment due to the Bondholders, allremaining assets of the LP will be for theAsset Managers account.

Page 10 | THE ASSET MANAGER

PROJECT PIPELINE | Page 11

The directors of the Asset Manager have completed and sold the following projects within the Asset Manager and relatedentities:

Project Pipeline

Gross saleproceeds 366,000

Land cost &conveyancing 91,000

Construction cost 128,000

Agency fees 7,320

Legal sale fees 3,000

Total costs 229,320

Profit 136,680

Toronto Road, GillinghamRefurbishment of an existing 2-bedroom property with a new-build extension of 2 x 1-bedroom apartments.

Canning Street, MaidstoneNew-build development of 7 x 3-bedroom townhouses, a 3-bedroom apartment and a 2-bedroom apartment.

Gross saleproceeds 1,796,001


Construction cost 1,000,140

Agency fees 48,840


Total costs 1,470,480

Profit 325,521

Peel Street, MaidstoneNew-build development of 2 x semi-detached 3-bedroom houses.

Gross saleproceeds 393,999


Construction cost 156,450

Agency fees 5,910


Total costs 317,360

Profit 76,639

| FINANCIAL INFORMATION ON THE ASSET MANAGER

Anticipatedgross saleproceeds

1,475,000


Construction &miscellaneouscosts

727,000

Anticipatedagency & legalfees

32,200

Total costs 1,084,200

Anticipatedprofit 390,800

Monson Road, Redhill

The Asset Manager is currently undertaking the following project which is programmed for completion in April 2015:

(Computer-generated image of completed development)

New-build development of 4 x 2-bedroom apartments and 2 x 1-bedroom apartments.

Financial Information on the Asset ManagerThe Asset Manager is a private limited company established on 3 August 2011. The Companys unaudited balance sheetas at 31 December 2014 was as follows:

FIXED ASSETS

Tangible Assets 12,420

CURRENT ASSETS

Construction in progress 850,000

Cash at bank and in hand 176,611

Debtors 40,690

1,067,301

CREDITORS

Amounts falling due within one year (35,323)

NET CURRENT ASSETS 1,031,978

Fixed assets plus net current assets 1,044,398

Less Long term borrowings (950,000)

TOTAL NET ASSETS 94,398

CAPITAL AND RESERVES

Called up share capital 100

Profit and loss account 94,298

SHAREHOLDERS FUNDS 94,398

The Asset Manager has agreed to create a fixed and floating charge over its assets by issuing a debenture to Real EstateAssociates Ltd holding it in trust for Bondholders, as described in more detail on page 18.

The Limited Partnership

Partnership Land LP was established under the Limited Partnerships Act 1907 on 10December 2009 and has remained dormant until employed for the purposes of thisoffering. It comprises a partnership between Regal Green Homes Ltd as sole limitedpartner with a nominal 1.00 equity participation, with the Company as sole general partnerand Real Estate Associates Ltd as operator.

The arrangement presents a convenient tax-transparent structure within which to conductthe property development activities, under the advisement of the Asset Manager andsubject to close supervision by the Company.

The LP will be used exclusively for the purpose of property development funded by theCompany under the advisement of the Asset Manager.

No additional equity participation in the LP will be issued except with the Security Trusteesapproval. The Company currently does not envisage seeking such approval during the Termof the Bonds.

THE LIMITED PARTNERSHIP | Page 13

Investment Process

The LP has engaged the Asset Manager to identify and administer projects meeting its business objectives.The Asset Manager maintains close connections with a network of land sales agents and auctioneers and receives a steadystream of potentially suitable development sites which it screens to identify opportunities which best suit the LPs businessmodel.

The Asset Managers Stage 1 site appraisal involves a desktop exercise including an assessment of the projects grossdevelopment value, construction costs and any other associated expenditure including, for example, Section 106 planningcosts. If the development can achieve a 25% gross profit on cost (excluding contingency and finance costs) the Asset Managermay proceed to the next stage.

The Stage 2 exercise includes a full site inspection and appraisal; preparation of a site and structural survey; scrutiny ofplanning conditions and relevant building regulations; sales advice from local estate agents; and an architectural reviewto examine the existing drawings and enhance where possible to reduce development costs and enhance profitability.

When satisfied with the development potential the Asset Manager will proceed with Stage 3, producing a recommendationfor the LP to proceed and if approved by the Company entering negotiations to acquire the site and put in hand arrangementsfor construction.

Through its treasury role as the LPs general partner, the Company will control the application of finance raised by thisoffer which will be remitted directly to solicitors acting in the acquisition of projects, and to relevant consultants andcontractors. Similarly the proceeds of sale will flow directly from the solicitors to the Company. These arrangementsrepresent a separation of treasury and asset management functions for the protection of Bondholders.

The Asset Manager has identified various residential development opportunities in South-East England, including sites inSidcup and Canterbury which (subject to detailed due diligence) meet the LPs investment criteria, and at the date of thisMemorandum is negotiating terms to secure the sites.

The Company will use the proceeds of the Bond issue to meet the costs of this offering and to provide finance to the LP.The LP will pursue investment opportunities generally. At present, it is anticipated that these investment opportunitieswill include one or more of the projects currently under negotiation. However, not all those developments may proceed.The LP may also apply some of the finance to pre-development expenses in bringing forward similar residential developmentsin the UK, either directly, through subsidiary vehicles, or in joint venture with other parties. The actual use to which theproceeds of the Bond issue will be put will be determined by the directors of the Company from time to time in theirreasonable discretion having regard to the business strategy outlined in the Introduction.

Page 14 | INVESTMENT PROCESS | THE COMPANY

The Company

The Company is a public limited company (originally established as a private limited company on 11 August 2003).The directors of the Company and their holdings of the 50,000 issued shares are Ian Gerald Dowson (25,000) andAlan John Bate (25,000).Financing the Companys obligations to Bondholders

The Companys operational model has been devised to meet obligations to pay interest and to return principal toBondholders.

The Company expects the LP to achieve capital profits through the sale of the assets. It may realize such profits at anearly stage by off-plan sales during the development process, or later when the developments are complete.

The Company will also be seeking to boost the LPs asset value (and therefore increase Bondholders security) by identifyingfuture schemes to add to its development pipeline.

The Company has devised a cashflow management model which balances on one hand the availability of finance from arange of permitted sources including the Bonds, revenues from the LP, any further bond issues and any senior debt; andon the other with the funding required to service the Bond obligations. The Company is entitled to apply any of the LPsfinance to service the Bond obligations. Bond obligations will be serviced only by the Limited Partnerships returns.

The principal assumptions adopted in the model include returns from the LP arising from developments producing 25%gross profit on cost over an average 21-month project period. The summary below presents the conclusions:

Projected gross Limited Partnership profit after all payments due under the Bonds, prior to Asset Managers profitshare, as a proportion of Bond amount

2m of Series 3 Bonds 10m of Series 3 Bonds

31% 31%

The Company will maintain the financial model up-to-date during the Term and will present the projections to the treasurycommittee quarterly. During the subscription period the Company will not accept any applications if either of theindicators above is less than 10% (indicating that the Company may not be able to meet its obligations to Bondholders).

Costs incurred by the Company in respect of the Bonds include legal fees, marketing fees and commissions. The feesand running costs have all been allowed in the financial model referred to above and can be paid by the Company aheadof payments to Bondholders.

The liability of the Company to service the Bond obligations is limited to the amounts available from the LP.

Financial Information on the Company

The Companys balance sheet as at 31st October 2014 prior to re-registration as a public limited company was as follows:

The Company undertakes a range of property management, accounting and administrative functions on its own accountand on behalf of clients. At the date of issue of this Memorandum the Companys sole borrowing comprises a privateloan of 50,000 and the Company has not issued any bonds nor borrowed any senior debt. The Company is currentlyinviting subscriptions to earlier series 1 & 2 bonds to raise up to 8m for investment in other ventures, whose assets willbe available only to secure the interests of bondholders in those series.

The Company will levy an RPI-linked charge on the LP of 50,000 per annum and 25,000 at maturity plus VAT for itsservices in administering the Bonds, for acting as general partner to the LP, and for procuring the services of Real EstateAssociates Ltd as Arranger and Security Trustee. Other costs incurred by the Company in respect of the Bonds includelegal fees, audit fees, and fees payable to CX Wealth Ltd for service acting as Bondholder representative on the treasurycommittee. The fees and running costs can be paid by the Company ahead of payments to Bondholders.

THE COMPANY | Page 15

CURRENT ASSETS

Debtors 148,217

Cash at bank and in hand 21,276

169,493

CREDITORS

Amounts falling due within one year (48,715)

NET CURRENT ASSETS 120,778Amounts falling due after more thanone year (50,000)

NET ASSETS 70,778

CAPITAL AND RESERVES

Called up share capital 2

Profit and loss account 70,776

SHAREHOLDERS FUNDS 70,778

The Arranger

Real Estate Associates Limited is regulated by the Financial Conduct Authority, isresponsible for approving this Memorandum, and will provide general account-ing, administration and governance services to the Company. It will also act asSecurity Trustee for the benefit of Bondholders.

Real Estate Associates Limited was formed in 2002 by Ian Dowson and Alan Bate. Sincethen it has launched and now operates over 20 investment schemes in the UK andoverseas. Participants include direct private investors, corporate investors and pen-sion schemes ranging from SIPPs through to household name occupational schemes.REAL also manages directly-owned property portfolios for UK and overseas investors.

Ian Dowson FCA, Managing Director, has a broad background in property investment,management and development. Previously at Royal & Sun Alliance Property Invest-ments Ltd where he was appointed managing director in 1999, his prior employmentincluded John Laing Construction plc and Laing Properties plc. He is a director of TheLondon Underwriting Centre Ltd and a Fellow of the Institute of Chartered Account-ants of England and Wales.

Alan Bate BSc DipPropInv FRICS, Director, is responsible for product development,performance modelling, property due-diligence and management, marketing andinvestor relations. Moving from private practice at J P Sturge & Sons and RichardEllis, for Royal & Sun Alliance he managed a 1 million sq ft property developmentprogramme and in 1994 he relocated to Toronto to run their Canadian propertysubsidiary. Returning to the UK he was responsible for pension, unitised andgeneral funds, and property management of the entire 2.5bn UK portfolio. Hewas a member of the British Property Federation's Policy Committee from 1999to 2002, and from 2002 to 2008 a member of the Advisory Board for the Collegeof Estate Managements RICS Postgraduate Programme in Property Invest-ment. He is a Fellow of the Royal Institution of Chartered Surveyors and amember of the Investment Property Forum.

Real Estate Associates Limited will provide a director to the Companystreasury committee. The first appointee is Ian Dowson.

The Arrangers and directors services are provided through a servicesagreement with the Company.

Page 16 | THE ARRANGER

Bond Offer

Structure

The proceeds of this Bond offering will be employed by the Company principally in financingthe LP.

Funded by the LPs proceeds from onward sale of the projects, the Company expects to beable to pay the Bond interest to Bondholders and repay the principal at maturity.

These arrangements have been devised so that Bond investors are able to gain exposure tothe opportunities presented by the Company, through a loan instrument intended to payan attractive rate of interest with return of the original sum invested at maturity on 5thApril 2020.

The terms of issue of Bonds Series 3 are set out in detail in the Appendix on page 25.

BOND OFFER | Page 17

Payment obligations to Bondholders will be secured by charges over the Charged Assets. The ChargedAssets comprise i) the LPs property assets and any cash from time to time held by the LP; and ii) a

fixed and floating charge over the Asset Managers assets. The charges will be created by first orsecond charges over the property assets recorded at the Land Registry, and by a debenture issued

by the Asset Manager registered against the Asset Managers record at Companies House. Allsecurity arrangements will be registered to Real Estate Associates Ltd holding them in trust for

the Bondholders.

A treasury committee formulated by the Company and including Real Estate Associates Ltdsboard appointee will meet periodically to review the Companys progress insofar as Bondinvestors interests are concerned and will agree the timing and format of investorcommunications. The treasury committee will assess the security value of the ChargedAssets no less frequently than quarterly, including active projects on the basis of costplus the proportion of expected profit on current-day sale prices. The issue of Bondsis limited at the time of issue to an amount which when aggregated with the amountof Bonds already in issue does not exceed 85% of the treasury committees most recentassessment of the security value of the Charged Assets.

Subject to consent of the Security Trustee, the LP and the Asset Manager may eachcreate first charge security over its assets in favour of providers of senior debt(for example should a bank provide a loan for a projects construction phase; orwhere the LP wishes to offer security to facilitate a purchasers off-planacquisition). Such lenders typically may require a first charge over propertyassets which will rank ahead of the Bondholders security. The LP will notborrow more than 75% of the aggregate value of the LPs assets from seniorlenders.

Subject to consent of the Security Trustee and the holder of any first charge,any properties may be sold from the portfolio prior to maturity of the Bonds.After settling any sums due under the Bonds and any prior claims, the netproceeds may be used to pay any profit share instalment to the AssetManager, or may be applied to reduce senior debt, make additionalpurchases, or finance construction and pre-development expenditure.

Subject to consent of the Security Trustee, the Asset Manager may issuebonds, loan notes or borrow senior debt on its own account. In consideringsuch consent the Security Trustee will have regard to maintainingBondholders interests.

The Asset Managers appointment by the LP is not exclusive, so the Companywill monitor its activities with particular regard to maintaining appropriatesecurity cover for Bondholders through the Asset Managers debenture. Inorder to facilitate such monitoring, the Company will undertake a book-keeping role for the Asset Manager throughout the term of the Bonds.

Through its role on the Companys board of directors and treasury committee,Real Estate Associates Ltd will maintain an insight into the Companys andthe Asset Managers activities including progress with the developments andsales, and will be entitled if necessary to instruct the Company to call an actof default in the interests of Bondholders under the terms of the Bond.

In the event of a default being called under the terms of the Bond instrument,the Bonds will become repayable in full ining the whole amount of principal and

unpaid interest. The Security Trustee will be entitled to exercise either or bothsecurity arrangements created by the LPs property charges and Asset Managers

debenture, in its own discretion as to timing and priority, having regards to theinterests of Bondholders.

Attending and observing the treasury committee will be a Bondholder representativenominated by Real Estate Associates Ltd in addition to the director appointed by Real

Estate Associates Ltd. The first representative will be CX Wealth Ltd, a design anddevelopment consultancy for specialist property vehicles. Prior to founding CX Wealth

in 2011, Christopher Cauvain IMC spent over 25 years in the financial services sector withmajor life assurance and investment companies including Scottish Life, Scottish006 he has

been focused on specialist property funds including two London residential funds, UKcommercial, student accommodation and funds in Poland, Germany and Italy. He is involved

in fund selection and research, product innovation and distribution of focused property funds,having gained significant experience having worked with over 25 property funds. In his role as

Bondholder representative he will be available to consult with Bondholders and their advisers andwhere necessary to consult with the Company on their behalf.

Security

Page 18 | SECURITY

Through its role on the Companys board of directors and treasury committee, Real Estate Associates Ltd will maintainan insight into the Companys and the Asset Managers activities including progress with the developments and sales,and will be entitled if necessary to instruct the Company to call an act of default in the interests of Bondholders underthe terms of the Bond.

In the event of a default being called under the terms of the Bond instrument, the Bonds will become repayable in fullincluding the whole amount of principal and unpaid interest. The Security Trustee will be entitled to exercise either orboth security arrangements created by the LPs property charges and Asset Managers debenture, in its own discretionas to timing and priority, having regards to the interests of Bondholders.

Attending and observing the treasury committee will be a Bondholder representative nominated by Real Estate AssociatesLtd in addition to the director appointed by Real Estate Associates Ltd. The first representative will be CX Wealth Ltd,a design and development consultancy for specialist property vehicles. Prior to founding CX Wealth in 2011, ChristopherCauvain IMC spent over 25 years in the financial services sector with major life assurance and investment companiesincluding Scottish Life and since, has been focused on specialist property funds including two London residential funds,UK commercial, student accommodation and funds in Poland, Germany and Italy. He is involved in fund selection andresearch, product innovation and distribution of focused property funds, having gained significant experience havingworked with over 25 property funds. In his role as Bondholder representative he will be available to consult withBondholders and their advisers and where necessary to consult with the Company on their behalf.

Other Series

This offer relates to Bonds Series 3 to raise up to 10m. The Company may;

i) increase the 10m limit for Series 3;

ii) reissue the Series 3 information memorandum on similar terms as to returns and security but with such amendedstructure as required in the Companys view to respond to changes in the applicable legal, regulatory or taxregimes;

iii) issue other series of bonds on similar or different terms with a view to further investment in the LP;

iv) issue other series of bonds on similar or different terms with a view to investment in business activities separatefrom the LP; and

v) issue other types of debt instruments or accept loans with a view to investment in business activities separatefrom the LP;

subject to the treasury committee in its sole discretion approving the Companys proposals.

When exercising its discretion the treasury committee will have regard to the interests of existing Bondholders and willrequire the Company to demonstrate reasonably that the changes will not adversely affect the prospects of existingBondholders receiving the advertised returns.

In respect of any further issuance under paragraphs iv) and v) above, the Company will not make security in respect ofthose other offerings available to Series 3 Bondholders. The Company will endeavour to preserve the priority of paymentsto Bonds Series 3 but in the event of a default or insolvency, any later series may however be deemed to rank in priorityto Bonds Series 3.

SECURITY | Page 19

Intermediary CommissionsSubject to the agreement of their client, regulated intermediaries may allocate a subscription commission from the grossamount to be remitted with the application form. The Company will arrange payment of the subscription commissionas directed by the intermediary on the application form, before applying the net subscription to the Bonds.

Disposal in the event of Bondholders critical illness or deathBonds are not transferable. Consequently prospective investors should not submit an application unless they are preparedto hold the Bonds to maturity.

In the event of the critical illness or death of a Bondholder during the term, the Company is entitled to redeem some orall of a holding early, at face value, at the Companys sole discretion and having regard to maintaining the Companyssolvency.

ReportingBondholders will receive by post their investment certificate and an annual report on the Companys activities. Astatement will be issued by post, e-mail or for download from a nominated website (at the Companys discretion)coinciding with each interest distribution. The Company does not intend to convene any meetings of Bondholders. Anymeetings of the Bondholders will be at the invitation of the Company only.

Conflicts of InterestsThe directors, the Arranger and other persons acting for the Company or the LP may from time to time act as directorof for or on behalf of or be otherwise involved in, other companies established by parties other than the Company whichmay have similar objectives to those of the Company. In particular:

- Christopher Cauvain is a director of the bondholder representative CX Wealth which may act as an agent and receivefundraising commission from the Bonds and other investments;

- Lewis Silkin are solicitors to the Arranger and to the Company on certain matters and may also act for other entitieswith similar objectives;

- the Company acts for the LP as general partner and provides book-keeping services to the Asset Manager;

- the Arranger acts for the LP as operator;

- the Company, the Arranger and their directors may organise and manage other entities with similar investmentobjectives;

- the Arranger and CX Wealth are shareholders of Funding Associates Ltd which offers fee-based promotional and administrative services to the Company and other entities.

Any of them may, in the course of business, have potential conflicts of interest with the Company. Each will have regardin such event to its obligations to the Company and will endeavour to make full disclosure of these conflicts and to usebest efforts to see that such conflicts are resolved fairly. In addition any of the foregoing may deal, as principal or agent,with the Company, provided that such dealings are fully disclosed in advance and carried out as if effected on normalcommercial terms negotiated on an arms length basis.

Page 20 | INTERMEDIARY COMMISSIONS | DISPOSAL IN EVENT OF BONDHOLDER DEATH | REPORTING | CONFLICTS OF INTEREST

Risk FactorsThis section draws attention to the risks associated with an investment in the Bonds.

1. The protections afforded by the Financial Services and Markets Act 2000 including recourse to the FinancialOmbudsman Service and compensation entitlements under the Financial Services Compensation Scheme do notapply. All prospective investors and Bondholders are strongly recommended to seek advice on the suitability ofthis investment.

2. It may be difficult for Bondholders to obtain information relating to the value of their investment before maturity.

3. There is and will be no established market for Bonds as the Bonds are not transferable and you should not investif you may need to realise your investment prematurely.

4. Bondholders will need to hold their investment on a medium to long term basis. As a consequence, the Bonds arenot suitable for short term investment.

5. Bondholders have no right or power to participate in the management of the Company.

6. The ability of the Company to service the Bonds will depend on the financial performance of the LPs propertyportfolio. In the event of default and the need to exercise the security, there may be insufficient funds to meetthe Companys obligations in respect of the Bonds.

7. As with property values in general, the value of the properties can go down as well as up and Bondholders may notget back the amount invested. No guarantees as to investment performance, interest payments, and return ofprincipal are given, either expressly or by implication, in this document.

8. There is no guarantee that properties within the LPs acquisition criteria will be available for acquisition or thatthe acquisition and development or refurbishment of properties can be completed within the budgeted cost, orwithin the LPs available funding resources. The viability of developments may be affected by the absence, delayor expenses in obtaining planning consents and other approvals; any shortfall in finance to complete constructionworks; any delays or unforeseen additional costs in completing the works; etc..

RISK FACTORS | Page 21

9. In the event that insufficient sales are completed or the sale prices are below target, it is possible that the LP maybe unable to meet its payment obligations to the Company which in turn may be unable to meet its paymentobligations under the Bonds. The LP or the Company may become liable to pay various outgoings including interalia insurance premiums, property taxes, utility costs, the cost of repairs, corporate taxes, corporate running costs,the costs of liquidating the LP or the Company, etc.. After paying or making allowances for payment of theseoutgoings the proceeds of selling the properties may be insufficient to meet the Bond interest and repayment ofthe principal.

10. The LP has no guarantee that purchasers for the properties will be identified in time for sales to be achieved priorto maturity of the Bonds. In this event, there is unlikely to be sufficient capital to enable the LP to repay theCompany and in turn for the Company to repay the principal from its reserves alone. Such delays in achieving salesmay reduce or delay returns to Bondholders.

11. Changes in market conditions during the Term may have an adverse impact on the LPs and the Company'soperational or exit strategies.

12. Taxable Bondholders will be liable to taxation on the income and profits of the Bonds and will be required to meetsuch liabilities from their own resources.

13. The statements in this document relating to taxation are intended to be a brief description of some of the taxationconsequences of investment in a Bond. They do not apply to certain classes of Bondholders such as financial traderswhich hold property as trading or to non-UK resident investors. Potential Bondholders should seek their own adviceon the taxation consequences of an investment in the Bonds because the Company, the Arranger and their adviserstake no responsibility in this regard.

14. In the event that the Company is unable to meet its obligations in respect of the Bonds, the Bondholders do nothave rights of recourse to the LP nor to the Arranger and their advisers, directors and employees.

15. The LP may create first charge security over its assets in favour of senior lenders. The Bondholders rights willtherefore be subordinate to the senior lenders. Accordingly after meeting its obligations to such lenders there isno guarantee that the LP will be able to meet its payment obligations to the Company and in turn no guaranteethe Company will be able to meet its payment obligations in respect of the Bonds.

16. The Asset Managers current and previous financing arrangements are devised to meet the Asset Managersunderstanding of the prevailing regulatory and legal framework. Changes to the regulatory and legal frameworkmay expose the Asset Manager and its directors to potential redress by investors and the Financial Conduct Authority,which could have an adverse impact on the Asset Managers ability to meet its obligations to the LP and Bondholders.

17. The Company is entitled to issue further series of Bonds and other loan arrangements, on different terms. If theCompany should default and lose management control, all the assets attributable to all series may be pooled andbe subject to prior claims by preferred creditors. This may reduce the amount available to Bondholders subscribingunder the terms of this offer.

18. The Companys fees and running costs will be paid ahead of distributions to Bondholders. Consequently in theevent of default these fees and running costs may reduce the amount available for distribution to Bondholders.

The Company's liability for amounts to service the Bonds Series 3 is limited to the amount available in respect of thisSeries alone. The obligations of the Company in this regard are unsecured. In the event the Company becomes insolventthe amounts payable to Bondholders may be deemed to be part of the Companys assets and therefore available equallyto all creditors, notwithstanding the priority payment rankings established by the Company

Page 22 | RISK FACTORS

UK Taxation of BondholdersThe comments below;

are of a general nature based on UK tax law and HM Revenue & Customs (HMRC) practice at the date of issue ofthis Information Memorandum and are subject to change in such law or practice that may occur after such date,possibly with retrospective effect;

relate only to persons who are the absolute beneficial owners of the Bonds and do not necessarily apply if the incomeis deemed for tax purposes to be the income of a person other than the Bondholder;

may not apply to certain classes of persons such as dealers or certain professional investors; and

are not intended to be exhaustive.

The precise tax treatment of a Bondholder will depend on his individual circumstances and law and practice in force atthe relevant time and therefore may be subject to change. Prospective Bondholders are advised to consult their ownprofessional advisers before investing.

The Company will be obliged to withhold tax at the basic rate, currently 20%, on interest payments to Bondholders. TheCompany will issue a tax certificate with each payment and will remit the tax withheld direct to HMRC. A Bondholderwho is subject to UK income tax at a rate not exceeding the basic rate should not be liable for additional income tax onthe interest earned on the Bond.

A Bondholder who is subject to UK income tax at rates exceeding the basic rate may be required to pay additional taxafter taking into account tax withheld at source by the Company.

A Bondholder who is not normally subject to tax in the United Kingdom may be entitled to claim repayment from HMRCof the tax withheld at the basic rate by the Company.

A corporate Bondholder resident in the UK for corporation tax purposes will receive interest payments gross as there isno withholding tax obligation; such Bondholder will have to pay tax on the interest received at the corporation tax rateapplicable to their profits and status. A charity resident in the UK for tax purposes will also be entitled to receive interestgross.

A Bondholder which is a tax-exempt pension scheme constituted as a Self-Invested Personal Pension (SIPP) or SmallSelf-Administered Scheme (SSAS) will receive interest payments gross as there is no withholding tax obligation.

No liability to UK Capital Gains Tax should arise on the issue of Bonds or on subsequent redemption. No UK Stamp Dutyor Stamp Duty Reserve Tax will be payable on the issue of Bonds or on redemption.

A holding of Bonds should form part of a Bondholders estate for inheritance tax purposes.

The Bonds are neither an Unregulated Collective Investment Scheme (UCIS) nor a Non-Mainstream Pooled Investment(NMPI).

Bondholders are not permitted to acquire any of the properties from the Company, nor to participate as investors in thecompany, its subsidiaries and any joint venture arrangements.

The foregoing summary is a general guide and is not a substitute for an investor obtaining professional advice on thetaxation implications of their investment.

UK TAXATION OF BONDHOLDERS | Page 23

Application ProceduresBonds Series 3 are available in multiples of 1,000 with aminimum subscription per application of 5,000. Applicationsmust be made in whole numbers of Bonds.

Applications will be processed in strict order of receipt and no lessfrequently than on the last working day of each month.

The basis of allocation will be determined by the Arranger at its solediscretion.

All documents will be despatched by first class post at the risk of the person(s)entitled thereto.

Documents available for inspection: Copies of the Bond Series 3 and the Company'sarticles of association will be made available, by prior arrangement with Real EstateAssociates Ltd, for inspection at the offices of the Arranger during normal business hoursuntil the offering is closed.

Further details of the Bonds and guidance on application procedures are available fromthe Asset Manager, Regal Green Homes Ltd, at the address appearing at the end of thisdocument.

Money Laundering RegulationsTo ensure compliance with the Proceeds of Crime Act 2002 and the Money Laundering Regulations 2007,the Arranger may at its absolute discretion require verification of identity from any person lodging aForm of Application (the "Applicant") and without prejudice to the generality of the foregoing, in particular,where any person appears to be acting on behalf of some other person, verification of the identity of theperson on whose behalf the Applicant appears to be acting may be required.

If within a reasonable period of time following a request for verification of identity the Arranger has notreceived evidence satisfactory to it as aforesaid, it may, at its absolute discretion, reject any such applicationin which event the remittance submitted in respect of that application will be returned to the Applicant (withoutprejudice to any rights to undertake proceedings to recover any loss suffered as a result of the failure to producesatisfactory evidence of identity).

The above information is provided by way of guidance to reduce the likelihood of difficulties, delays and potentialrejection of a Form of Application (but without limiting the Arrangers right to require verification of identity asindicated above).

Page 24 | APPLICATION PROCEDURES | MONEY LAUNDERING REGULATIONS

Appendix: Bond Series 3 Principal Terms

1) IntroductionThe Instrument is made by the Company, relating to 10,000 Bonds of 1,000.00 each. A copy of the full instrument isavailable on request. The following is a summary of certain of the provisions and potential investors are encouraged toread the full instrument.

2) Amount of BondsThe Bonds represent a secured obligation of the Company. Up to 10,000,000 will be issued in Series 3. They will rankpari passu between each other.

3) CertificatesThe Company will issue certificates in the specified format.

4) InterestInterest shall accrue at 6.75% per annum from the date each Bond is issued to the Final Repayment Date. Interest willbe paid on the first day of April and October in respect of the preceding period (and if the payment date is a weekendor a bank holiday in England & Wales, then on the next business day).

5) Redemption and payment of InterestThe Company may repay any or all of the Bonds at 7 days notice. The accrued interest will be paid on the repaymentdate. The Company will repay all the outstanding Bonds by 5th April 2020.

6) DefaultIf any sum is paid late it will attract interest at 10.75% per annum.

The Company will call an event of default in various circumstances including following receipt of notices of default fromBondholders holding more than 75% of the Notes then outstanding.

7) TransferBonds are not transferable. In the event of the critical illness or death of a registered holder, the Company at its absolutediscretion may repay all or part of that holders Bond at par without interest.

8) Representations & WarrantiesThe Company makes various representations and warranties including, inter alia, that no event of default has occurredat the date of issue.

9) CovenantsThe Company makes various covenants including inter alia the provision of reports to Bondholders; that all finances raisedfrom issuing the Bonds will be made available to the business of the Limited Partnership; that the Limited Partnershipsassets after payment of legally preferred creditors will be made available to meet the obligations to Bondholders, subjectto the relevant insolvency laws; and the amount of any senior debt drawn shall not exceed 75% of the market value ofthe Limited Partnerships assets.

10) RegisterThe Company will maintain a register of Bonds and Bondholders.

11) Non-RecourseBondholders have no recourse beyond the relevant security allocated to this Bond series by the Company and the AssetManager.

APPENDIX: BOND SERIES 3 PRINCIPAL TERMS | Page 25

Contact Details

All enquiries relating to this information memorandum may be directed to the Asset Managers marketer in the firstinstance:

Regal Green Homes LtdThe Hub Business Centre35 Sherwood StreetMarket WarsopMansfieldNottinghamshireNG20 0JR

Tel: 01623 840909Email: [email protected]: www.regalbond.com

All enquiries relating to the developments can be directed to:

Regal Green Homes LtdUnit 19 Piper Business Centre220 Vale RoadTonbridgeTN9 1SP

Tel: 01732 759430Email: [email protected]

Enquiries relating to previously-submitted applications may be addressed to the Arranger:

Real Estate Associates Ltd3 Minster CourtMincing LaneLondon EC3R 7DD

Tel: +44(0)20 7220 7180Email: [email protected]