Lendinvest PLC - LendInvest III Notes 2030: Amended Final Terms

SUMMARY

Warnings

This summary should be read as an introduction to the Notes.

Any decision to invest in the Notes should be based on a consideration of the Base Prospectus and the Final Terms as a whole by investors. Investors in the Notes pursuant to the Offering (as defined herein) could lose all or part of their invested capital.

Civil liability attaches only to those persons who have tabled the summary including any translation thereof, but only where the summary is misleading, inaccurate or inconsistent, when read together with the other parts of the Base Prospectus or the Final Terms, or where it does not provide, when read together with the other parts of the Base Prospectus or the Final Terms, key information in order to aid investors when considering whether to invest in the Notes.

The Issuer has not prepared a key information document (within the meaning of Regulation (EU) No 1286/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended, (the "EUWA")).

This summary includes the key information that investors need in order to understand the nature and the risks of the Issuer, the Guarantor and the Notes, and is to be read together with the Base Prospectus dated 13 October 2025 and the Amended and Restated Final Terms dated 14 November 2025.

INTRODUCTION

The Notes to be issued

This summary relates to an offering (the "Offering") of Sterling denominated 8.25 per cent. Notes due 2030 (the "Notes") to be issued by LendInvest Secured Income III plc (the "Issuer") and guaranteed by LendInvest plc (the "Guarantor") pursuant to a partial 20% guarantee under a Euro Medium Term Note Programme established by the Issuer (the "Programme"). The Issuer has published a base prospectus dated 13 October 2025 in connection with the Programme (the "Base Prospectus") and an amended and restated final terms document dated 14 November 2025 in connection with the issuance of the Notes (the "Final Terms").

Pursuant to an exchange offer memorandum and prospectus dated 14 October 2025, the Issuer also invited holders of the £60,000,000 11.5 per cent. Notes due 2026 (of which £49,000,000 in nominal amount are outstanding) (the "Existing 2026 Notes") and the holders of the £60,000,000 6.5 per cent. Notes due 2027 (of which £38,828,000 in nominal amount are outstanding) (the "Existing 2027 Notes", and together with the Existing 2026 Notes, the "Existing Notes") issued by LendInvest Secured Income II plc, a fellow subsidiary of the Guarantor, to exchange their Existing Notes for the Notes (the "Exchange Offer"). The information included in this summary relating to the Exchange Offer is included for information only and to provide details to investors with regards to all of the Notes that will be issued.

The International Securities Identification Number ("ISIN") for the Notes is XS3206383484 and the Common Code is 320638348.

The Issuer and Guarantor

The Notes will be issued by the Issuer and with the benefit of a partial 20% guarantee by the Guarantor. The Issuer's legal entity identifier ("LEI") number is 213800MARSG713FSSU68. The Guarantor's LEI number is 213800NWMK3O4UWP9N91.

The registered address of the Issuer and the Guarantor is 4-8 Maple Street, London W1T 5HD and their telephone number is +44 20 7118 1900.

The Base Prospectus

The Base Prospectus has been approved on 13 October 2025 by the United Kingdom Financial Conduct Authority (the "FCA") as competent authority under Regulation (EU) 2017/1129 as it forms part of UK domestic law by virtue of the EUWA (the "UK Prospectus Regulation"). The FCA may be contacted at 12 Endeavour Square, London E20 1JN.

KEY INFORMATION ON THE ISSUER

Who is the issuer of the securities?

The Issuer of the Notes is LendInvest Secured Income III plc, a public limited company incorporated and registered in England and Wales under the Companies Act 2006 (the "Companies Act") on 25 September 2025 with registered number 16743095.

Principal activities of the Issuer

The Issuer's activities are limited to issuing notes under the Programme and originating and purchasing loans which fulfil the eligibility criteria under the Programme ("Eligible Loans") (and management of the portfolio of the Eligible Loans and any business ancillary or complementary thereto).

Sole shareholder of the Issuer

All of the Issuer's shares are held by LendInvest Loan Holdings Limited, a direct, wholly-owned subsidiary of the Guarantor. Accordingly, the Issuer is indirectly wholly-owned and controlled by the Guarantor.

Key senior managers of the Issuer

The directors of the Issuer are Ian Thomas and Roderick Lockhart. The company secretary of the Issuer is Indigo Corporate Secretary Limited (registered number 13253973), whose business address is Vincent Court, 853-855 London Road, Westcliff on Sea, Essex, SSO 9SZ, United Kingdom.

Auditors of the Issuer and the Guarantor

The Guarantor has appointed, and the Issuer expects to appoint, BDO LLP of 55 Baker Street, London W1U 7EU, as their respective statutory auditors. BDO LLP is registered to carry on audit work in the UK by the Institute of Chartered Accountants in England and Wales.

What is the key financial information regarding the Issuer?

The Issuer has yet to commence operations and has not engaged in material activities other than those incidental to its registration as a public limited company, the establishment of the Programme and the announcement of the Exchange Offer since its incorporation, and no financial information of the Issuer is available. See "What is the key financial information regarding the Guarantor and the Group?" below for financial information regarding the Group.

What are the key risks that are specific to the Issuer?

The key risks that are specific to the Issuer are:

(i)         The Issuer is a newly incorporated company which is yet to prepare any financial information or commence operations, and there can be no assurance as to the future financial or operational performance of the Issuer.

(ii)        The Issuer may fail to originate or purchase Eligible Loans, which may have a material adverse effect on the Issuer's ability to satisfy its obligations to make payments of interest and principal under the Notes.

(iii)       Given the nature of the Issuer as an indirectly wholly-owned funding vehicle for the Group, and the fact that the Issuer is wholly managed by the Group, the ability of the Issuer to pay interest and repay principal on the Notes will be subject to all the risks to which the Guarantor and the Group are subject, and the Issuer will have a similar risk profile to the rest of the Group. See "What are the key risks that are specific to the Issuer, the Guarantor and the Group?" below for a description of certain of these risks.

KEY INFORMATION ON THE SECURITIES

What are the main features of the new securities?

The Notes

The Notes will be issued in registered form on 18 November 2025 (the "Issue Date") under the Programme and they will mature and fall due to be repaid on 18 November 2030 (the "Maturity Date"). The currency of the Notes is pounds sterling, the nominal amount of each Note (being the amount which is used to calculate payments made on each Note) is £100 and the Notes can be bought and sold in multiples of £100.

The Notes will be initially issued and sold at 100 per cent. of their nominal amount (i.e. their par value) and, if they fall due to be repaid early (as to which, see "Events of Default" and "Early repayment by the Issuer for tax reasons") or on the Maturity Date, the Notes will be repayable at 100 per cent. of their nominal amount, together with accrued and unpaid interest to the redemption date.

The total amount of Notes to be issued and admitted to trading on the main market of London Stock Exchange plc and through its order book for retail bonds ("ORB") market depended on demand received from (a) holders of the Existing Notes to participate in the Exchange Offer and (b) investors for the Notes during a period of book-building which commences on 14 October 2025 and ended at 12.00 p.m. (London time) on 11 November 2025 (the "Offer Period"), which was ended by the Issuer early.

The total nominal amount of the Notes to be issued is £75,000,000 which was specified in an announcement (the "Announcement of Results and Final Terms Confirmation") published by the Issuer via the Regulatory News Service ("RNS") operated by London Stock Exchange plc on 12 November 2025. See "Key information about the offer of securities to the public and admission to trading on a regulated market" below for further information.

Ranking of the securities and rights attaching to the securities

Status of the Notes and the Partial 20% Guarantee

The Notes will constitute direct and unconditional obligations of the Issuer and rank pari passu (i.e. equally in right of payment), without any preference between themselves. The Notes will be secured by way of a first floating charge over the whole of the undertaking and all property, assets and rights, both present and future, of the Issuer as described in the Base Prospectus.

The Notes will be subject to a partial 20% guarantee under which the Guarantor will irrevocably guarantee the due payment of all sums expressed to be payable by the Issuer pursuant to (and subject to the limitation on the amounts guaranteed contained within) a conditional guarantee (the "Partial 20% Guarantee") contained in the trust deed dated 13 October 2025 (the "Trust Deed"). There is no limit on the number of claims that can be made under the Partial 20% Guarantee. However, the condition attached to the Partial 20% Guarantee is that the maximum aggregate liability of the Guarantor in respect of all such claims will be limited to a monetary amount equal to 20 per cent. of the redemption amount payable in respect of the Notes (such redemption amount being the nominal amount repayable to holders of Notes ("Noteholders"), as calculated pursuant to the Conditions) at the time at which any such claim is made by U.S. Bank Trustees Limited, in its capacity as the trustee (the "Trustee") under the Partial 20% Guarantee.

Pursuant to the Trust Deed, the Guarantor's obligations under the Partial 20% Guarantee are direct and unsecured obligations of the Guarantor and will rank pari passu with all other unsecured and unsubordinated obligations of the Guarantor.

Negative Pledge

The Notes will contain a negative pledge provision, under which neither the Issuer nor the Guarantor is permitted to create or at any time have outstanding any security over any of its present or future undertaking, assets or revenues (including any uncalled capital), provided that, in the case of the Guarantor, such restriction only applies to security securing Relevant Indebtedness or any guarantee or indemnity in respect of Relevant Indebtedness, but does not apply where the Guarantor extends such security equally to the Notes and related coupons.

"Relevant Indebtedness" means any indebtedness which is in the form of, or represented or evidenced by, bonds, notes, debentures, loan stock or other securities which for the time being are, or are intended to be (with the agreement of the Issuer), quoted, listed or dealt in or traded on any stock exchange or over-the-counter or other securities market.

Events of Default

An event of default is a breach by the Issuer, the Guarantor or a relevant subsidiary of certain provisions contained in the Conditions. Events of default under the Notes include non-payment of principal or interest for 14 days, breach of covenants and other obligations under the Notes, the Trust Deed, the security deed dated 13 October 2025 or the agency agreement dated 13 October 2025 (which breach is not remedied within 30 days), defaults leading to early repayment of any other borrowed money of the Issuer, the Guarantor or any Material Subsidiary subject to an aggregate threshold of £1,000,000, certain enforcement proceedings against the Issuer, the Guarantor or any Material Subsidiary that is not discharged or stayed within 45 days, certain events related to insolvency or winding up of the Issuer, the Guarantor, or any Material Subsidiary, or the Issuer ceases to be wholly owned and controlled by the Guarantor and failure of the aforesaid security deed to be in full force and effect. The Trustee's certification that certain events would be materially prejudicial to the interests of Noteholders is required before certain events will be deemed to constitute Events of Default.

"Material Subsidiary" means a subsidiary of the Guarantor (other than, amongst others, the Issuer):

(a) whose gross assets (or, if the subsidiary in question prepares consolidated accounts, whose total consolidated gross assets) attributable to the Guarantor represent not less than 10 per cent. of the consolidated gross assets of the consolidated group, all as calculated by reference to the then latest audited accounts of the subsidiary and the then latest audited consolidated accounts of the consolidated group; or

(b) to which is transferred the whole or substantially the whole of the undertaking and assets of a subsidiary of the Guarantor which immediately before the transfer is a Material Subsidiary.

Early repayment by the Issuer for tax reasons

In the event of certain tax changes caused by any change in, amendment to, or application or official interpretation of the laws or regulations of the United Kingdom, the Notes may be repaid if the Issuer chooses to do so in whole, but not in part, at any time. The redemption price in these circumstances is the "Final Redemption Amount" as specified in the Final Terms, together with accrued and unpaid interest to the redemption date.

Meetings of Noteholders

The Conditions contain provisions for calling meetings of Noteholders to consider matters affecting the interests of the Noteholders. These provisions permit certain majorities to bind all Noteholders including Noteholders who did not vote on the relevant resolution and Noteholders who did not vote in the same way as the majority did on that resolution.

Interest rate

The Notes will accrue interest from and including the Issue Date at the fixed rate of 8.25 per cent. per annum. The interest on the Notes is payable twice a year at the end of the interest period to which the payment relates. It is payable in equal instalments of £4.125 per £100 in nominal amount of the Notes on 18 May and 18 November in each year. The first payment of interest will be made on 18 May 2026.

Transferability

There are no restrictions on the free transferability of the Notes.

Where will the securities be traded?

Application has been made to the FCA for the Notes to be admitted to its Official List and to London Stock Exchange plc for such Notes to be admitted to trading on its main market and through its ORB market. It is expected that admission to trading will occur on 18 November 2025.

Is there a guarantee attached to the securities?

The Notes will be irrevocably guaranteed by the Guarantor pursuant to the Partial 20% Guarantee. There is no limit on the number of claims that can be made under the Partial 20% Guarantee. However, the maximum aggregate liability of the Guarantor in respect of all such claims will be limited to a monetary amount equal to 20 per cent. of the redemption amount payable in respect of the Notes (such redemption amount being the nominal amount repayable to Noteholders, as calculated pursuant to the Conditions) at the time at which any such claim is made by the Trustee under the Partial 20% Guarantee.

Key Information on the Guarantor and the Group

The Guarantor is the ultimate holding company of the Group (with the exception of its affiliates LendInvest S.C.A. SICAV-RAIF - LendInvest Secured Credit Fund II and LendInvest S.C.A. SICAV-RAIF - LendInvest Secured Credit Fund III) and is responsible for the overall business strategy and performance of the Group (other than such affiliate).

The "Group" comprises the Guarantor and its subsidiaries (including the Issuer), together with the Funding Entities, taken as a whole. The "Funding Entities" refers to any subsidiary of the Guarantor which grants or makes loans to third party borrowers and any corporation, partnership, limited liability company or other entity which is affiliated to the Group and for which a member of the Group acts as investment adviser or manager.

The registered address and telephone number of the Guarantor are 4-8 Maple Street, London W1T 5HD and +44 20 7118 1900 respectively. The Guarantor's LEI is 213800NWMK3O4UWP9N91.

As at 14 October 2025, shareholders who are holding, directly or indirectly, 3 per cent. or more of the Guarantor's share capital are as follows:

What is the key financial information regarding the Guarantor and the Group?

The following tables present the Group's summary historical consolidated financial information as of and for the years ended 31 March 2024 and 2025 which has been derived from the Group's audited consolidated financial statements as of and for the years ended 31 March 2024 and 2025. The Group's audited consolidated financial statements as of and for the years ended 31 March 2024 and 2025 should be read in conjunction with the relevant reports of the Group's independent auditor for such periods.

What are the key risks that are specific to the Issuer, the Guarantor and the Group?

The key risks which are specific to the Group (including the Issuer and the Guarantor) are as follows:

(i)         The Group faces liquidity risk which may affect the ability of the Issuer and/or the Guarantor to make payments in respect of the Notes.

(ii)        If the Group is unable to increase or maintain the level of its funds under management ("FuM"), or if it is unable to meet the expectations of its investors and financial partners in terms of the return from new capital raises, the Group's business, results of operations, financial condition and prospects could be materially adversely affected.

(iii)       If the Group is unable to maintain or increase its "Platform AuM" (i.e. its assets, primarily comprised of loans and advances it makes), the Group's business, results of operations, financial condition and prospects could be materially adversely affected.

(iv)       Any failure by the Group to comply with applicable laws, rules and regulations could result in investigations and enforcement actions being brought against it, financial redress having to be made, authorisations or registrations not being issued or being amended or revoked, fines or the suspension or termination of its senior management or its ability to do regulated business.

(v)        Difficult conditions or volatility in the global economy generally and the UK economy specifically could have a material adverse effect on the Group's business, results of operations, financial condition and prospects.

(vi)       The Group, its investors and financial partners face risks associated with interest rate levels and volatility.

(vii)      The Group's continued growth may strain its resources or affect its ability to maintain performance levels.

(viii)     The Group's business is conducted in a competitive environment and increased acquisition costs for investors, financial partners and borrowers would reduce its market share and revenue.

(ix)       Any failure of current or future operational processes, IT and related communication systems could materially adversely affect the Group's business, results of operations, financial condition and prospects.

What are the key risks that are specific to the securities?

The Notes have the following key risks:

(i)         The nature of the Partial 20% Guarantee means that there can be no assurance that investors will recover all or any of the amounts owing to them in the event of non-payment by the Issuer under the Notes.

(ii)        The Notes are not protected by the FSCS and accordingly investors may lose all or part of their investment in the Notes.

(iii)       There may not be a liquid secondary market for the Notes and their market price may be volatile.

KEY INFORMATION ABOUT THE OFFER OF SECURITIES TO THE PUBLIC AND THE ADMISSION TO TRADING ON A REGULATED MARKET

Under which conditions and timetable can I invest in these securities?

The offer has now closed and no further applications to purchase Notes may be made. Notes will be issued in accordance with the arrangements in place between you and your stockbroker or other financial intermediary, including as to application process, allocations, payment and delivery arrangements. It is important to note that the Issuer and the Guarantor will not be party to such arrangements between you and your relevant financial intermediary. You must therefore obtain this information from your financial intermediary and the Issuer and Guarantor will have no responsibility to you for this information.

The Offer Period commenced upon publication of the original final terms document dated 14 October 2025 and closed at 12.00 p.m. (London time) on 11 November 2025. As further described under "Who is the offeror?" below, the Issuer and Guarantor consented to offers of the Notes being made in the United Kingdom during the Offer Period.

Applicants for the Notes have been (or will shortly be) notified by the relevant financial intermediary of their allocation of Notes and instructions for delivery of and payment for Notes. The Notes will be issued at the issue price (which is 100 per cent. of the nominal amount of the Notes) and the aggregate nominal amount of the Notes to be issued is £75,000,000 (of which £6,850,000 will be initially retained in treasury by the Issuer) as specified in the Announcement of Results and Final Terms Confirmation published by the Issuer via RNS on 12 November 2025.

The minimum subscription amount per investor was for a nominal amount of £1,000 of the Notes. Following their issue, Notes can be bought and traded in integral multiples of £100 in excess of £1,000.

The issue of the Notes is conditional upon a subscription agreement (the "Subscription Agreement") being signed by the Issuer, the Guarantor and the Lead Manager. The Subscription Agreement will include certain conditions, customary for transactions of this type, which must be satisfied (including delivery of a legal opinion from legal counsel and comfort letters from the independent auditor of the Guarantor, in each case satisfactory to the Lead Manager).

None of the Issuer, the Guarantor or the Lead Manager will charge you any expenses in connection with the Offering.

However, expenses may be charged to you by your stockbroker or other financial intermediary. These expenses are beyond the control of the Issuer and the Guarantor, are not set by the Issuer or the Guarantor and should be disclosed to any potential investor by the relevant stockbroker or financial intermediary.

An estimate of the total expenses of the offer and issue of the Notes was disclosed, along with the final issue amount, in the Announcement of Results and Final Terms Confirmation, which also disclosed the estimated net proceeds of the Notes (taking account of fees and commissions payable in offering and distributing the Notes and carrying out the Exchange Offer (including the exchange fee payable to exchanging holders of the Existing Notes pursuant to the Exchange Offer)).

Who is the offeror?

The Offering is being made by the Issuer as offeror pursuant to the Base Prospectus and the Final Terms. The Issuer and the Guarantor also consent to the use of the Base Prospectus and the Final Terms in connection with public offers of the Notes made in the United Kingdom during the Offer Period by the Lead Manager and any other financial intermediaries which are authorised to make such offers under UK MIFIR as it forms part of UK domestic law by virtue of the EUWA and comply with the other conditions to consent contained in the Base Prospectus.

In respect of investors in Jersey, the Issuer and the Guarantor consent to the use of the Base Prospectus and the Final Terms in connection with offers of the Notes during the Offer Period in compliance with the Control of Borrowing (Jersey) Order 1958 (the "COBO Order") by a person or persons authorised to conduct the appropriate category of financial services business under the Financial Services (Jersey) Law 1998 (as amended only). To be clear, consent under the COBO Order has not been obtained for the circulation of this offer and it must be distinctly understood that the Jersey Financial Services Commission does not accept any responsibility for the financial soundness of or any representations made in connection with the Notes. In relation to the Bailiwick of Guernsey, the Issuer and the Guarantor consent to the use of the Base Prospectus and the Final Terms in connection with offers of the Notes during the Offer Period in accordance with the requirements of The Protection of Investors (Bailiwick of Guernsey) Law, 2020 and, in relation to the Isle of Man, in accordance with the requirements of the Isle of Man Financial Services Act 2008 as amended.

The Issuer will apply for the Notes to be admitted to trading on the main market of London Stock Exchange plc and through its ORB market upon their issue.

Why have the Base Prospectus and Final Terms been produced?

The purpose of offering the Notes is to extend the maturity profile of part of the Group's debt financing and the net proceeds of the Notes will be used for the purposes specified in the Base Prospectus and the Final Terms.

The offering of the Notes will not be underwritten and, so far as the Issuer and the Guarantor is aware, there are no conflicts of interest which are material to the offering of the Notes or to the application for admission to trading.