The Cricket Bond Invitation Document

The Cricket Bond Invitation Document

The Cricket Bond Invitation Document

LANCASHIRE COUNTY CRICKET CLUB EMIRATES OLD TRAFFORD The Cricket Bond Invitation Document

The Cricket Bond Invitation Document

Emirates Old Trafford LANCASHIRE COUNTY CRICKET CLUB

The Cricket Bond Invitation Document

This document is important and requires your immediate attention: If you are in any doubt about the action you should take or the contents of this document, you should contact your stockbroker, solicitor, accountant, bank manager or other professional financial adviser authorised by the Financial Conduct Authority to conduct investment business and who specialises in advising on investment in shares and other securities, including unlisted securities.

This document (the “Invitation” or “Invitation Document”) constitutes an invitation to subscribe for bonds (“Cricket Bonds”) in Lancashire County Cricket Club Limited (the “Club”) on the terms and conditions set out in this Invitation. Before you subscribe for any Cricket Bonds you should make sure that you fully understand the risks which are set out in the Invitation Document and you should determine whether the investment is suitable for you on the basis of all the information contained in the Invitation Document. In the event that the Club becomes insolvent, you may lose some or all of your investment.

If you are in any doubt about the contents of the Invitation Document or the action you should take, you are strongly recommended to consult a professional financial adviser. Investors should not subscribe for any Cricket Bonds referred to in this Invitation Document, except on the basis of the information published in this Invitation and the terms and conditions constituting the Cricket Bonds of the Club (the “Instrument”) set out on pages 50 to 55 of this Invitation Document. Your attention is particularly drawn to the “Risk Factors” which are set out on pages 42 to 43 of this Invitation.

Prospective investors should consider carefully whether an investment in Cricket Bonds is suitable for them in light of their personal circumstances. Cricket Bonds are an unsecured debt of the Club and they may not be a suitable investment for all recipients of this Invitation. Cricket Bonds are not transferable or negotiable on the capital markets and no application is to be made for the Cricket Bonds to be admitted to listing or trading on any market. Investment in an unquoted security of this nature, being an illiquid investment, is speculative, involving a degree of risk. It will not be possible to sell or realise the Cricket Bonds or to obtain reliable information about the risks to which they are exposed.

There is no certainty or guarantee that the Club will be able to repay them.

This Invitation, which is a financial promotion for the purposes of Section 21 of the Financial Services and Markets Act 2000, is issued by the Club which accepts responsibility for the information contained herein. This document has been approved as a financial promotion for UK publication by BDO LLP , 55 Baker Street, London W1U 7EU (“BDO”) which is authorised by the Financial Conduct Authority to conduct investment business. BDO is acting exclusively for the Club in connection with the issue of Cricket Bonds for promotion to the limited class of persons listed in FCA COBS Rule 4.7.7. (being (a) certified as a ‘high net worth investor,’ (b) certified as a ‘sophisticated investor,’ (c) self-certified as a ‘sophisticated investor,’ or (d) certified as a ‘restricted investor.’ For ease of reference, by completing the “Investor Categorisation Questionnaire” prior to having been supplied or otherwise given access to this Invitation Document, you have confirmed that you are one of the category of persons (a) to (d) above and, as such, are permitted to receive this Invitation Document and apply for Cricket Bonds.

Applications should only be made on the basis of the Invitation and the Instrument. For the avoidance of doubt, BDO is in no way behaving in a manner which might reasonably be considered to have a client relationship with an applicant for Cricket Bonds or for such person to be a client of BDO in the context of the offering of the Cricket Bonds. Any individual who is in any doubt about the investment to which this Invitation relates should consult an authorised person specialising in advising on investments of the kind referred to in this Invitation.

This Invitation does not constitute an offer of transferable securities to the public and, accordingly, this Invitation does not constitute a prospectus to which the Prospectus Rules of the Financial Conduct Authority apply.

Therefore, this Invitation and the Instrument have not been approved by the Financial Conduct Authority or any other regulatory body. You should ensure that you have read and understood all of this Invitation Document before applying for Cricket Bonds. If you are in any doubt as to the contents of this Invitation, or whether subscribing for Cricket Bonds is a suitable investment for you, you should seek your own independent advice from an appropriately qualified financial adviser authorised under the Financial Services and Markets Act 2000 and who specialises in advising on the acquisition of unlisted securities.

Cricket Bonds are not protected from loss by the Financial Services Compensation Scheme. This Invitation Document does not constitute an offer to sell, or the solicitation of an offer to buy, Cricket Bonds in any jurisdiction in which such offer or solicitation is unlawful and, in particular, is not for distribution into the United States or Canada. Cricket Bonds have not been and will not be registered under the applicable securities laws of the United States or Canada and may not be offered or sold within the United States or Canada or to any national, resident or citizen of the United States or Canada.

The distribution of this Invitation Document in other jurisdictions may be restricted by law and therefore persons into whose possession this Invitation comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdictions. Contents 07 Welcome from the Chairman 08 Cricket by numbers 10 The Cricket Bond at-a-glance 12 Introducing The Cricket Bond 14 Taxation 18 How the funds will be used 20 Our Vision and Mission 22 Financial Information 28 Meet our team - The Board 30 Meet our team - The Senior Directors 32 A track record of success 34 Our unrivalled heritage 36 Credit4Cricket 38 How to apply 42 Risk Factors 44 Questions and Answers 46 Terms and Conditions 48 Appendix Taxation 50 Bond Instrument 56 Glossary and Definitions 56 References The Cricket Bond Invitation Document LANCASHIRE COUNTY CRICKET CLUB EMIRATES OLD TRAFFORD Contents p_05 The Cricket Bond Invitation Document LANCASHIRE COUNTY CRICKET CLUB EMIRATES OLD TRAFFORD p_04

The Cricket Bond Invitation Document

We are a club of enviable heritage, now in our 150th year, and following on from our recent £45million redevelopment we are now in the process of formalising a new financing opportunity to continue our development plans and secure a long-term sustainable future for the business. We are a club of enviable heritage, now in our 150th year, and following on from our recent £45million redevelopment we are now in the process of formalising a new financing opportunity to continue our development plans and secure a long-term sustainable future for the business.

Part of this financing opportunity will be the issue by Lancashire County Cricket Club of our first-ever Cricket Bond and this Invitation Document aims to provide an introduction to this exciting opportunity along with the relevant terms and conditions.

Proposals for redevelopment The Club is now preparing to commence the next £12million phase in its development and we are seeking to replace the Old Trafford Lodge with a branded 4-star hotel. Lancashire County Cricket Club (LCCC) has always prided itself on its ability to generate non-cricket revenues to help support the Club and re-invest funds into cricket. In the long term, the Board of the Club are of the opinion that this next phase of development will enable us to further strengthen and support this strategy. The Cricket Bond We intend to finance this latest phase of our development through a range of sensible commercial options.

One of those is to raise a target amount of £3million by offering you the Cricket Bond.

The Cricket Bond is a five-year initial fixed-term investment and will earn 7% gross interest per annum, which will be split between 5% gross per annum in cash and a further 2% gross per annum in Credit4Cricket Units. Credit4Cricket is earned in the form of Credit4Cricket Units which can be used to purchase in full or gain a discount against the Club’s ticket and hospitality products. These include Membership fees, international tickets, domestic tickets, international hospitality packages and domestic ticket and food and beverage packages to enjoy at Emirates Old Trafford.

I am delighted to invite you to take up this opportunity to invest in the Cricket Bond and, if you do, I look forward to seeing you at Emirates Old Trafford enjoying the cricket with us.

A welcome from Michael Cairns OBE Chairman The Cricket Bond Invitation Document LANCASHIRE COUNTY CRICKET CLUB EMIRATES OLD TRAFFORD Welcome p_07 The Cricket Bond Invitation Document LANCASHIRE COUNTY CRICKET CLUB EMIRATES OLD TRAFFORD Welcome p_06

The Cricket Bond Invitation Document

Sources> *ECB Eureka research 2013. LANCASHIRE COUNTY CRICKET CLUB Emirates Old Trafford The Cricket Bond Invitation Document LANCASHIRE COUNTY CRICKET CLUB EMIRATES OLD TRAFFORD Cricket by numbers p_08

The Cricket Bond Invitation Document

Lancashire County Cricket Club The Cricket Bond at-a-glance Five-year initial fixed-term with the option to extend by successive one-year rolling periods. 7% (gross) interest per annum payable as 5% (gross) cash and 2% (gross) Credit4Cricket Units paid semi-annually. Right> England Captain Alastair Cook, moments after retaining The Ashes at Emirates Old Trafford, 5th August 2013.

Issuer: Lancashire County Cricket Club Limited. Registrar: Neville Registrars Limited, Neville House, 18 Laurel Lane, Halesowen, West Midlands, B63 3DA. Transferability: Five-year Bonds are not transferable and they cannot be traded. Security: Cricket Bonds are an unsecured debt of the Club. Closing date: Applications for the Cricket Bonds will be accepted until 1pm on 27th October 2014 (“Long Stop Date”).

Who can take up the Bonds? Individuals who are at least 18 years old and who are resident in the UK, and companies, charities and trusts resident in the UK and/or who are not prevented by laws applicable to them from applying for Cricket Bonds. At the time of issue Cricket Bonds may be placed in a Self Invested Personal Pension (SIPP). However, we strongly recommend that applicants seek advice as to whether the specific terms of your arrangements permit this type of investment. Amount per Application? A minimum of £1,000 and thereafter in multiples of £500. Amount being raised?

The Club are aiming to raise up to £3million by the issue of Cricket Bonds.

The Club may, in order to satisfy demand, issue up to £5million of Cricket Bonds. The Cricket Bond Invitation Document LANCASHIRE COUNTY CRICKET CLUB EMIRATES OLD TRAFFORD At-a-glance p_10

The Cricket Bond Invitation Document

Introducing The Cricket Bond We have designed the Cricket Bond to be a very straightforward investment. Bondholders lend the Club money until repaid in return for a fixed rate of interest paid every six months. On maturity of the Cricket Bonds, the full amount of your investment will be repaid with no deductions or charges and with accrued interest. Redeeming Credit4Cricket Units 2% gross per annum of your interest will be paid in Credit4Cricket Units. Credit4Cricket is earned in the form of Credit4Cricket Units which can be used to purchase in full or gain a discount against Membership, international tickets, domestic tickets, international hospitality packages and domestic ticket and food and beverage packages to enjoy at Emirates Old Trafford.

Who can apply UK resident individuals who are at least 18 years old when making their Application and also companies, charities and trusts can also apply for Cricket Bonds. At the time of issue Cricket Bonds can be placed in a Self Invested Personal Pension (SIPP). However, we advise seeking advice as to whether the specific terms of your arrangements permit this type of investment. Withholdings and deductions All payments of cash interest and/or Credit4Cricket Units made to a Bondholder in relation to its investment in the Cricket Bonds will be made subject to the prevailing withholding tax at the basic rate of income tax (currently 20%) imposed in the UK by HM Revenue & Customs but otherwise free and clear of, and without withholding or deduction for, any other taxes, duties, assessments or governmental charges of whatsoever nature unless such withholding or deduction is required by law.

In that event, the Club shall make such further withholding or deduction and shall, where required, account to the relevant tax authority for such withholding or deduction. For the avoidance of doubt, in such circumstances, the Club shall not be required to increase or gross-up any payment of principal or interest made to a Bondholder.

The Cricket Bond has an initial fixed term of five years from the date of issue, subject to our right to repay all or part of the Cricket Bond early at any time. The Cricket Bond will pay interest at a rate of 7% (gross) per annum, of which 5% (gross) is payable in cash and 2% (gross) is payable in Credit4Cricket Units every six months. After the initial fixed period of five years, your Bond will be redeemed by the Club and you will receive your initial investment in full together with all unpaid cash interest and Credit4Cricket Units accrued. Alternatively, if you notify us not less than six months before the end of the initial five-year period, you can choose to extend your Bond for successive one-year periods and continue to receive your interest as before.

For however long you choose to hold Cricket Bonds, the interest rate will remain the same. Please note the Club may repay the Cricket Bonds at any time.

The Cricket Bonds will be issued by the Club. The Club is a registered society under the Co-operative and Community Benefit Societies Act 2014. As at the date of this Invitation Document, the Club has no subsidiaries or holding companies (direct or indirect). Cricket Bonds give Bondholders the opportunity to earn a fixed cash and Credit4Cricket Units return on their investment. By making this available directly to prospective Bondholders, the Club can offer a risk appropriate return to Bondholders. The Cricket Bond Invitation Document LANCASHIRE COUNTY CRICKET CLUB EMIRATES OLD TRAFFORD Introducing The Cricket Bond p_12 The Cricket Bond Invitation Document LANCASHIRE COUNTY CRICKET CLUB EMIRATES OLD TRAFFORD Introducing The Cricket Bond p_13

The Cricket Bond Invitation Document

Gross Tax Withheld Net Received Cash Interest 5% £250 £50 £200 Credit4Cricket Units 2% £100 £20 £80 Annual Total 7% £350 £70 £280 GRAND TOTAL (at the end of five years) £1,750 £350 £1,400 As an example, an applicant who invests £5,000 and is liable to have Basic Rate Tax deducted at source should expect to receive the following return: HMRC currently requires the Club to apply a withholding tax at the basic rate of income tax (currently 20%) (the “Basic Rate Tax”) on all payments of interest made to any Bondholder who is an individual in respect of their investment in the Cricket Bonds unless the Club has received a direction to the contrary from HMRC in respect of such relief as may be available pursuant to the provisions of any applicable double taxation treaty.

The Club will arrange for applicable Basic Rate Tax due on such payments of cash interest and Credit4Cricket Units to be deducted from each element of the interest payment made to each Bondholder and shall pay such amount to HMRC in cash on each Bondholder’s behalf. Therefore, a Bondholder who is an individual and who is subject to UK income tax at the basic rate should not be liable for additional income tax in respect of the Cricket Bonds. A Bondholder who is not normally subject to tax in the UK may be entitled to claim repayment of the tax withheld at the basic rate by the Club from HMRC.

Taxation The Club will provide the recipient of the interest payment with a statement in writing on the date each semi-annual payment is made confirming the gross interest, tax deducted and net amounts. All Applicants who are or may be liable to tax, especially higher rate taxpayers in the UK or Applicants who may be required to pay tax in non-UK jurisdictions, should consult their independent financial advisors as further tax may be payable in some cases. Please refer to the “Taxation” appendix for further information. Left> Jos Buttler, Lancashire County Cricket Club and England. 4th Investec Test Match 7th - 11th August 2014, 70 runs scored.

The Cricket Bond Invitation Document LANCASHIRE COUNTY CRICKET CLUB EMIRATES OLD TRAFFORD Taxation p_15 The Cricket Bond Invitation Document LANCASHIRE COUNTY CRICKET CLUB EMIRATES OLD TRAFFORD Taxation p_14

The Cricket Bond Invitation Document

An enviable history, an iconic location, cricket is in our heart but business is on our mind.

The Cricket Bond Invitation Document

About the Cricket Bond How the funds will be used The aspiration, subject to funding and planning permission, is to develop a new branded hotel to replace the existing Old Trafford Lodge. The rationale for the proposed development is summarised through the following five key factors: › › The Old Trafford Lodge is now more than 15 years old and requires significant investment to maintain current revenue levels.

However, due to the original design and construction, more specifically no meetings and events space and poor acoustic partitioning, it will be less expensive to demolish and reconstruct a new building than to try and retrofit, convert and expand the current Lodge. › › The Old Trafford Lodge has a consistent, profitable trading history demonstrating the core feasibility of operating a hotel at the location.

› › It is anticipated that a new 150+ bedroom branded hotel, underpinned by strong market demand will attract an enhanced room rate and increased occupancy alongside strong additional business when compared with the existing Lodge. › › The new hotel is anticipated to unlock significant additional untapped business in the corporate conference market currently unavailable to the Club due to a lack of accommodation on site. › › The hotel project is specifically designed to support a strategy of driving non-cricket revenues to provide a majority if not a full recovery of central overheads. This would significantly reduce the current reliance of the Club on the revenues associated with international cricket and provide a platform for sustainable business growth into the future.

In the event of external factors preventing the hotel project from being developed as envisaged e.g. if planning permission is not approved (or is not approved on terms acceptable to the Club), or sufficient funding is not raised, the proceeds of the Cricket Bonds will be used for either a smaller hotel scheme, replacement stand or for other income-generating development projects by the Club. Images are early artist’s impressions.

Our Vision For Emirates Old Trafford to provide one of the best sports, entertainment and business experiences in cricket throughout the world.

To provide a magnet for local, national and international business and leisure tourism that further regenerates the wider area, providing and sustaining employment opportunities. We will continue to invest in the facilities to ensure we consolidate our aspiration to be a world-class venue for both cricket and business. Our Mission To always strive to develop home grown cricketers to play winning cricket for Lancashire and England. To drive community engagement and commercial event attendance by energising our staff to exceed the expectations of our Members and customers, providing them with multiple reasons to visit and return.

LANCASHIRE COUNTY CRICKET CLUB AND ENGLAND James Anderson

Lancashire County Cricket Club Financial Information The audited trading performance of the Club over the last two completed financial years is summarised on page 24. In separate ways, both years were exceptional. Much of the 2012 loss was anticipated and largely inevitable. In a year when there was a continued absence of Test Match cricket, the Club was also faced with the loss of the Pavilion and a site which was two thirds under construction. This left a reduced seating capacity and fewer match day and non-match day operational facilities, which themselves were also seriously hampered by their proximity to major building work.

Furthermore, with the transitional status of the ground, there was a need to provide temporary facilities for players, broadcasters and Members. Conversely, despite construction work continuing right through until June, 2013 was a record year. The financial impact of the Ashes Test Match, in particular, pervades the numbers throughout the Income & Expenditure Account with cricket match receipts, hospitality, advertising, catering and the Old Trafford Lodge all hugely benefiting from the event. In 2013 the Club also benefited from the re-introduction of the new Members’ Pavilion and the opportunity to use the AJ Bell Players & Media Centre for training events, small meetings and catering & events revenues.

When combined with The Point the incremental year on year conference and events revenue growth was 20%. Following the completion of the stadium rebuild the Club was also successful in establishing new partnerships with some major corporate brands. A 10-year naming rights deal with Emirates was followed by the sponsorship of the new Players & Media Centre by AJ Bell, further supplementing other existing long term relationships. This resulted in a growth in annual recurring sponsorship of more than £600,000.

Whilst 2014 cannot be expected to generate the same level of international match day returns, the India Test Match has contributed positively towards LCCC continuing its return to profitability following the completion of its £45million ground redevelopment. The Cricket Bond Invitation Document LANCASHIRE COUNTY CRICKET CLUB EMIRATES OLD TRAFFORD Financial Information p_22

Lancashire County Cricket Club Limited Income and Expenditure Account for the years ending 31 December 2013 Audited £ 2013 Audited £ 2012 Audited £ 2012 Audited £ Income for the year Subscriptions 392,992 418,252 Cricket match receipts 6,368,438 1,343,426 Hospitality 1,588,113 485,231 ECB Distribution 1,852,845 1,648,907 LCCC Sponsorships 1,006,831 386,093 Advertising 480,688 135,742 Catering sales - cricket 2,210,723 499,513 Catering sales - conference and events 3,259,900 2,726,082 Indoor Cricket Centre 240,562 221,943 Shop income 99,169 120,827 Miscellaneous income 368,304 461,213 Old Trafford Lodge income 1,179,324 1,004,027 Cricket Academy income 100,530 101,100 Total income for the year 19,148,419 9,552,356 Expenditure for the year Salaries, wages and staff related costs 7,021,880 6,009,004 Cricket match expenses (incl hospitality) 4,190,982 1,441,118 Catering purchases and overheads 1,653,519 1,047,717 Ground expenses 1,351,399 1,288,621 Office costs 660,111 579,465 Miscellaneous costs 348,803 338,920 Old Trafford Lodge purchases and overheads 329,782 304,079 Indoor Cricket Centre purchases and overheads 11,303 9,988 Cricket Academy overheads 36,204 36,879 Total expenditure for the year 15,603,983 11,055,791 Operating profit/(loss) 3,544,436 (1,503,435) Amortisation of capital grants 867,438 144,134 Depreciation (1,150,771) (751,534) Finance charges (920,389) (554,411) Surplus/(deficit) before taxation 2,340,714 (2,665,246) Corporation Tax - 430,000 Surplus/(deficit) after taxation 2,340,714 (2,235,246) Lancashire County Cricket Club Limited Balance Sheets as at 31 December 2013 Audited £ 2013 Audited £ 2012 Audited £ 2012 Audited £ Tangible fixed assets 43,862,948 37,855,202 Current assets Debtors and prepayments 2,058,450 1,680,943 Stocks 81,994 61,643 Cash at bank and in hand 48,217 422,256 2,188,661 2,164,842 Creditors: amounts falling due within one year Sundry creditors and accrued liabilities (6,045,192) (5,963,641) Net current liabilities (3,856,531) (3,798,799) Total assets less current liabilities 40,006,417 34,056,403 Less deferred income (1,991,341) (4,901,806) 38,015,076 29,154,597 Financed by: Creditors: amounts falling due after more than one year 11,016,622 9,889,142 Unamortised grants 28,893,393 23,501,093 39,910,015 33,390,235 Capital and reserves Share capital 242 257 General reserve (1,895,181) (4,235,895) (1,894,939) (4,235,638) 38,015,076 29,154,597 The audited financial information for 2012 and 2013 has been extracted from the audited financial statements for these years and does not constitute full statutory accounts in accordance with the Industrial and Provident Societies Acts 1965 to 2002.

The auditor’s reports made on the company’s statutory accounts for each of the above financial years were unqualified and did not include a reference to any matters to which the auditor drew attention by way of emphasis without qualifying the report, neither did they contain any statement concerning maintaining a satisfactory system of internal control, not keeping proper accounting records nor failure to receive all necessary information and explanations as required by the Industrial Provident Societies Act 1965 to 2002. Financial Information Financial Information The Cricket Bond Invitation Document LANCASHIRE COUNTY CRICKET CLUB EMIRATES OLD TRAFFORD Financial Information p_24 The Cricket Bond Invitation Document LANCASHIRE COUNTY CRICKET CLUB EMIRATES OLD TRAFFORD Financial Information p_25

LANCASHIRE COUNTY CRICKET CLUB AND ENGLAND Jos Buttler

Meet our team The Board SIR HOWARD BERNSTEIN President Sir Howard Bernstein joined the City Council as a Junior Clerk and became its Chief Executive in 1998. Following the terrorist bombing of the city centre in 1996 he was appointed Chief Executive of Manchester Millennium Ltd, overseeing the rebuilding of the City. He is known for his business acumen; and for successfully attracting millions of pounds into the City; and for the key role he continues to play in area regeneration initiatives, most recently in East Manchester.

Sir Howard was also instrumental in securing Manchester as Host City for the XVII Commonwealth Games in 2002. He has been Clerk to Greater Manchester Passenger Transport Authority (now GMITC) since the mid-1980s where he has taken a leading role in introducing Metrolink, the first UK on-street public transport system. He was involved in the establishment of Manchester Airport as a PLC and has driven the expansion of the company into the next stage of commercial and physical development. Sir Howard has been involved in several external appointments and is currently Non-Executive Chair of Manchester Academic Health Science Centre and Deputy Chair of the HS2 Growth Task Force.

Sir Howard was knighted for his services to Manchester in 2003.

MICHAEL CAIRNS OBE Chairman Michael has been involved in the governance of LCCC since 2001 when he was co-opted to the then committee and oversaw the growth of the Old Trafford Lodge. But his dedication to cricket stretches much further back than that; Michael was captain of both Manchester schoolboys and Lancashire schoolboys. At the age of 16 he was selected to play for the Lancashire and Cheshire League XI. He also played for the Lancashire Federation and was an avid supporter of Lancashire at Old Trafford.

After being told that a career in cricket wasn’t for him, he moved into the commercial world with a position at Grand Hotel Eastbourne Limited.

He studied at Cornell University, and was then employed by Inter-Continental Hotels before embarking on a worldwide career with the organisation. He held the position of Chief Executive for the Pacific, United States, Middle East, Africa and Europe, returning to the United Kingdom in 1988. Promotion to oversee strategic planning and global business development led to his appointment as Managing Director of the group. By this time Inter-Continental owned, managed and leased 150 hotels around the world. In 1993 he elected to take early retirement which lasted just four weeks. He was then headhunted to join Queen’s Moat Houses PLC and retired in 1999.

In 2009, he became Chairman of Lancashire County Cricket Club and presided over the multi-million pound redevelopment of Emirates Old Trafford. LES PLATTS Honorary Treasurer Les is a Chartered Accountant with 33 years’ experience at Deloitte where he was a Board Member, Chair of the Audit Committee and a Practice Senior Partner. He is now a Non-Executive Director and, in addition to his role at the Club, he is Chairman at AJ Bell, the investment platform, and Vice Chairman at Leeds Building Society.

DAVID HODGKISS OBE Vice Chairman David is CEO of the William Hare Group, a global leader in engineered steel framework solutions and has established the business as a truly global group with offices worldwide including, the UAE and India. Employing over 1800 people worldwide, William Hare has an annual turnover of £180million. David is the former Honorary Treasurer and now Vice Chairman of the Club and has been part of the team that has overseen the recent redevelopment work. He is also a Director of LCCC Foundation. GEOFFREY SHINDLER OBE As a Director of Old Trafford Consulting Ltd, Geoffrey specialises in wills, trusts, capital taxation and estate work.

He was a founder member of STEP and its Chairman from 1994-1998 and was Chairman of its Education Committee and is now its President. Geoffrey also serves on the Board of Directors of the Royal Exchange Theatre, Manchester and is a member of the Trust Law Committee which studies the workings of inheritance tax legislation in the UK.

MAURICE WATKINS CBE Senior Partner and Head of Sport at Brabners LLP Solicitors Manchester, Maurice was also a director of Manchester United FC for 28 years and Manchester United PLC for 13 years. He holds a number of positions in sport including Chairman of British Swimming, the Greyhound Board of Great Britain, Barnsley FC and the Rugby League European Federation. He was voted International Sports and Entertainment Lawyer of the Year at the 2014 Who’s Who Legal Annual Awards in New York. PAUL ALLOTT Fast bowler Paul Allott represented Lancashire between 1978 and 1992 and played for England on 26 occasions.

He made his Test debut at Old Trafford in 1981 and hit 52 not out against Australia. With the Red Rose he picked up the Benson and Hedges Cup in 1984 and 1990 and won the NatWest Trophy in 1990. In 1995 he became a renowned broadcaster and commentator with Sky Sports Cricket. Paul is also a Non-Executive Director of ITC Sports – a tour operator.

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DANIEL GIDNEY Chief Executive Officer Daniel Gidney joined Lancashire County Cricket Club in November 2012. After building a career in entertainment, venue management and large scale facilities, Daniel established his reputation in stadium management and non-match day revenue generation during his six years at the Ricoh Arena. Prior to this, he ran Sodexo’s Hospitals Division and spent nearly seven years at Clear Channel (now Live Nation) in varying roles, including Head of PFI and Director of Ticketing where, through rationalisation, he later sold the division to Ticketmaster.

He has experience in major event bidding and management experience including Olympic football, Heineken Cup Rugby semi-finals, England U21 football matches and major stadium concerts.

Daniel is a former Board Member of the CW LEP and Chaired both its Tourism Taskforce and Skills and Employability Groups. Daniel was also named the 2011 Midlands Business Person of the Year and 2014 Trafford Business Person of the Year. LEE MORGAN Finance Director & Secretary Having spent 16 years with Deloitte fulfilling a variety of financial and management roles and being responsible for servicing a cross-section of demanding clients across a range of businesses, Lee has been at the Club for more than nine years and has developed a deep knowledge of the business and understanding of the industry in which the Club operates.

During his time at Emirates Old Trafford, as well as managing the Club’s day-to-day finances, he has been instrumental in bringing to the Club £30million of grant funding and more than £15million of bank funding on the back of comprehensive business plans which demonstrates the confidence external stakeholders have in his abilities. At the same time, Lee was the Club’s main liaison with the project manager on all development activity and was instrumental in making positive strides in improving the Club’s match day stewarding and security operations.

Meet our team The Senior Directors The Cricket Bond Invitation Document LANCASHIRE COUNTY CRICKET CLUB EMIRATES OLD TRAFFORD Meet our team p_31 The Cricket Bond Invitation Document LANCASHIRE COUNTY CRICKET CLUB EMIRATES OLD TRAFFORD Meet our team p_30

A track record of success 2013 saw the dawn of a new era for Lancashire County Cricket Club with the completion of the new £45million redevelopment which has seen the ground transformed including the provision of: Right> Andrew “Freddie” Flintoff at the 2014 NatWest T20 Blast Finals Day, after taking the prized wicket of England star Ian Bell with his first ball of the game.

› › The Point; conference and hospitality facilities and replacement stand. › › The new AJ Bell Players & Media Centre. › › Two new double-tier stands. › › The new Pavilion blending modern and expanded facilities whilst retaining the Victorian façade which was recognised globally winning the “Project of the Year” award at the prestigious international Stadium Business Awards earlier in 2014. Since the completion of the redevelopment, Emirates Old Trafford has hosted a stunning Investec Ashes Test Match which saw England retain the Ashes and Kevin Pietersen score his last ever Test Match hundred.

Then in 2014, India returned for a Test Match for the first time in nearly 25 years. During 2013 and 2014 alone, Emirates Old Trafford has welcomed over 200,000 fans watching international cricket. In addition to this, the Club signed a 10-year multi-million pound naming rights partnership with Emirates; a record partnership of its kind for any first-class county in the history of the game. The launch of Emirates Old Trafford has seen the Club become established as a new conference and events brand and during the past 12 months, being recognised regionally by winning Marketing Manchester’s 2013 Business Tourism Award and nationally winning Visit England’s 2014 Gold Award for Business Tourism.

In 2013, we had a record year in both revenue and profit terms and the Club is now able to look forward with confidence, with a stadium that will proudly stand alongside other international Test Match venues throughout the world.

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The Club has an enviable history and heritage and celebrates its 150th anniversary in 2014. Having the iconic location of Emirates Old Trafford as its home provides a perfect platform to see the Club progress far into the future. Lancashire County Cricket Club - 150* 7th June 1860 saw the first major match played at Old Trafford between two England XIs. Four years later and Lancashire County Cricket Club was formed on 12th January 1864 at the Queens’ Hotel Manchester.

The Club’s initial first-class county match was played at Old Trafford in 1865 vs. Middlesex, and in 1884 Old Trafford became the second ground to host a Test Match in England. The Club has seen several successful teams winning trophies through the 1970s, 80s and 90s and most recently winning the County Championship outright for the first time in 77 years in 2011.

As well as domestic cricket, Emirates Old Trafford has a proud history of hosting some of international cricket’s most iconic moments including: › › Jim Laker’s world record 19 Test wickets in a match in 1956. › › Ian Botham’s rapid match-winning 118 in the 1981 Ashes which sealed an unlikely series victory for England. › › Sachin Tendulkar’s maiden Test century in 1990. › › Shane Warne’s ‘Ball of the Century’ in 1993. 1857 The original Old Trafford Pavilion 1980 Clive Lloyd scores a century for West Indies at Old Trafford. 1956 Jim Laker’s world record 19 Test wickets in a match. 1981 Ian Botham’s rapid 118 in the ‘81 Ashes.

1988 Wasim Akram takes a hat-trick for Lancashire v Surrey. 1990 Sachin Tendulkar’s Maiden Test century 1993 Shane Warne’s ‘Ball of the Century’. 2005 Ashes Test Match, Andrew Flintoff scores 50 runs & takes 5 wickets. 2011 LCCC win the LV=County Championship The Cricket Bond Invitation Document LANCASHIRE COUNTY CRICKET CLUB EMIRATES OLD TRAFFORD History p_34 The Cricket Bond Invitation Document LANCASHIRE COUNTY CRICKET CLUB EMIRATES OLD TRAFFORD History p_35

The Credit4Cricket Programme The benefits of the Credit4Cricket Bondholder programme In subscribing to the Cricket Bond, you will automatically become a member of the Credit4Cricket Bondholder programme. In addition to the 5% (gross) cash interest per annum which will accrue on the Cricket Bonds, once issued, the Cricket Bonds will also earn Credit4Cricket Units at a rate of 2% (gross) per annum for every £500 of Cricket Bonds that you hold. So, for example, if you have invested the minimum subscription amount of £1,000, you will earn £20 (gross) Credit4Cricket Units per annum. £1 of Credit4Cricket Units is worth £1 sterling.

Redeeming your Credit4Cricket Units Once your Application is successful, we will contact all Bondholders with details of a dedicated telephone number and email address that they can use both to check their current balance of Credit4Cricket Units and also to redeem some or all of their Credit4Cricket Units against the purchase (or part-purchase) of ticket and hospitality products at Emirates Old Trafford including Membership fees.

Credit4Cricket Units must be redeemed within 24 months of the date of issue. How does it work? The Cricket Bond Invitation Document LANCASHIRE COUNTY CRICKET CLUB EMIRATES OLD TRAFFORD Credit4Cricket p_36 The Cricket Bond Invitation Document LANCASHIRE COUNTY CRICKET CLUB EMIRATES OLD TRAFFORD Credit4Cricket p_37

How to apply Simply access the online Application on the Cricket Bonds website at www.cricketbond.com, complete it on screen and submit your online Application together with your debit card payment or bank transfer to NatWest Bank, Neville Registrars re: Clients Account, Sort Code: 60-09-39, Account Number: 78544688, including your Application reference number in respect of the full amount of the Cricket Bonds that you are applying for.

Please download the Application Form from the Cricket Bonds website at www.cricketbond.com. The Application Form should be completed online and will be downloadable in PDF format only to avoid amendments. Please sign and return the completed Application Form with a cheque in respect of the full amount of the Cricket Bonds that you are applying for made payable to “Neville Registrars Limited re: Clients Account” and crossed “Account Payee only” to Cricket Bond Offer, Freepost Neville Registrars.

The closing date for the receipt of Applications (online and by post) is 1pm on 27th October 2014. Additional Information All payments must be in pounds sterling. Cheques or banker’s drafts must be drawn on an account at a branch of a bank or building society in the United Kingdom, the Channel Islands or the Isle of Man which is either a settlements member of the Cheque or Credit Clearing Company or the CHAPS Clearing Company Limited or which has been arranged for its cheques and banker’s drafts to be cleared through facilities provided by any of those companies or committees. Online By Post The Cricket Bond Invitation Document LANCASHIRE COUNTY CRICKET CLUB EMIRATES OLD TRAFFORD How to apply p_39 The Cricket Bond Invitation Document LANCASHIRE COUNTY CRICKET CLUB EMIRATES OLD TRAFFORD How to apply p_38

Risk Factors In addition to relevant information in this Invitation, your attention is drawn to the following specific factors which should be considered carefully in evaluating whether to make an investment in the Cricket Bonds of the Club. If you are in doubt about the contents of this document or the action you should take, you are strongly recommended to consult a financial adviser authorised under the Financial Services and Markets Act 2000 who specialises in advising on investment in unlisted debt, shares or other securities. Cricket Bonds may not be a suitable investment for all recipients of this Invitation or the Instrument.

Each potential Applicant must determine the suitability of that investment in light of their own circumstances.

The Board and the Directors believe the following risks to be the most significant for potential investors. The risks listed do not necessarily comprise all those associated with an investment in Cricket Bonds and are not intended to be presented in any order of priority. For example, the performance of the Club may be affected by changes in legal, regulatory and tax requirements in the United Kingdom (or elsewhere for Applicants who may be required to pay tax in other jurisdictions) as well as the overall global financial and economic conditions. Non-transferable Cricket Bonds are not transferable or negotiable on the capital markets and no application is to be made for Cricket Bonds to be admitted to listing or to trading on any market.

Illiquid investment Investment in an unquoted security of this nature, being an illiquid investment, is speculative, involving a degree of risk. It will not be possible to sell or realise Cricket Bonds or to obtain reliable information about the risks to which they are exposed. Cricket Bonds are an unsecured debt of the Club and there is no certainty or guarantee that the Club will be able to repay them. Not protected by the Financial Services Compensation Scheme Cricket Bonds are not protected from loss by the Financial Services Compensation Scheme. Economic and Political Conditions The Club is exposed to any economic downturn which could affect consumer trends in the UK.

The Club is subject to changes in inflation and interest rates and other economic factors affecting its business and over which it has no control. The Club, like any trading business, is susceptible to the general economic climate and spending patterns of its customers. Business Interruption A major incident, such as a terrorist attack or pandemic outbreak of illness, or an event which impacts upon the Club’s mainframe systems, key central support functions or information technology systems could affect the Club’s ability to trade and have an adverse impact on the Club’s financial performance.

Match Allocation Major international cricket matches have not been allocated beyond the end of the 2016 cricket season; such allocation will not be made by the England and Wales Cricket Board (“ECB”) until late 2014 when it is anticipated all matches to at least 2019 will be allocated with further matches through to 2022 potentially allocated during 2015. Therefore, although fixtures have been secured to be played at Emirates Old Trafford in both the 2015 and 2016 cricket seasons, there is no certainty of the number of international matches that will be awarded to Emirates Old Trafford beyond 2016 (or at all).

However, the Board and the Directors feel that the recent major investment in the Emirates Old Trafford facilities has put the Club in a good position to obtain an allocation of international matches at least equivalent to what it has been guaranteed in the preceding three years and it is the intention to bid for the most appropriate packages on offer from the ECB which will include World Cup fixtures and an Ashes Test Match in 2019. Interest Rate Risks The Cricket Bonds are five-year initial fixed-term loan obligations with a fixed interest rate. There is a risk that Bondholders will not benefit from any subsequent increases in market interest rates (should such market interest rates increase during the term of the Cricket Bond).

Reliance on Key Personnel The Club is, to a certain extent, dependent on the contribution of certain key personnel in the organisation. If any of them were no longer involved with the Club in the future, this may have a material negative impact upon the Club’s financial performance. Application for Planning Permission and provision of further funding The Club cannot guarantee that planning permission in respect of the proposed redevelopment will be granted, either in the form submitted or at all. In addition, the Club cannot guarantee that the further funding required to finance the remainder of the redevelopment plans will be available to the Club (in full or in part).

In such circumstances, the proceeds of the Cricket Bonds will be used for either a smaller hotel scheme, replacement stand or for other income generating development projects by the Club. The foregoing factors are not exhaustive and do not purport to be a complete explanation of all of the risks and significant considerations involved in investing in the Cricket Bonds. Accordingly, and as noted above, additional risks and uncertainties not presently known to the Board or the Directors, or that the Board or the Directors currently deem immaterial, may also have an adverse effect on the Club’s business and prospects.

In particular, each potential applicant should: (a) either alone, or with the assistance of a financial adviser, have sufficient knowledge and experience to make a meaningful evaluation of the Cricket Bonds, the merits and risk of investing in the Cricket Bonds and the information contained in this Invitation Document; (b) have sufficient financial resources and liquidity to bear all of the risks of an investment in the Cricket Bonds; (c) either alone or with the assistance of a financial adviser understand thoroughly the terms of the Cricket Bonds; and (d) be able to evaluate, either alone or with the assistance of a financial adviser, potential scenarios, including changes in economic conditions, interest rates and other factors that may affect their investment and ability to bear the applicable risks.

Investors should also take their own tax advice as to the consequences of owning Cricket Bonds in the Club as well as receiving returns from them. No representation or warranty, express or implied, is given to Bondholders as to the tax consequences of their acquiring, owning or disposing of any Cricket Bonds in the Club and none of the Club, the Board, or the Directors will be responsible for any tax consequences for any such investor.

Right> The Point in use for a recent exhibition. The Cricket Bond Invitation Document LANCASHIRE COUNTY CRICKET CLUB EMIRATES OLD TRAFFORD Risk Factors p_42

How many Cricket Bonds can I apply for? The minimum amount of Bonds for which you can apply is £1,000. You can apply for as many Bonds as you wish, in increments of £500. How much is being raised? The Club is aiming to raise up to £3million by the issue of Cricket Bonds. The Club may, in order to satisfy demand, issue up to £5million of Cricket Bonds in total. Who can invest in Cricket Bonds? Individuals who are over 18 and reside in the UK, or a trust, company or charity which is resident in the UK and/or which is not prevented by the laws of its governing jurisdiction from applying for or holding Cricket Bonds.

Is the Cricket Bond suitable for SIPPs? Individual investors should be aware that Cricket Bonds are suitable for Self Invested Personal Pension (SIPP) Schemes subject to individual administration rules, but not for Individual Saving Accounts (ISAs). However, we strongly recommend that applicants seek advice as to whether the specific terms of your arrangements permit this type of investment. Can I pay by instalments or top up on my holding of Cricket Bonds? Unfortunately, you will not be able to pay for your Cricket Bonds in instalments, nor can they be topped up. All paper Application Forms must be accompanied by a cheque and all online Applications accompanied by an online payment or bank transfer for the full amount of Cricket Bonds applied for.

We are unable to accept Applications that are not accompanied by payment for the full amount of Cricket Bonds applied for.

Can I change my mind? Yes, provided you do so within 14 days of your completed Application Form being received or being made online. If you contact Neville Registrars Limited in writing before then, they will refund your online payment or your cheque. If you wish to cancel your Application, you should write to Neville Registrars Limited at “Cricket Bond Offer”, Neville Registrars Limited, Neville House, 18 Laurel Lane, Halesowen, West Midlands B63 3DA. After this date, your Application will be irrevocable and will not be capable of being terminated or rescinded by you.

What return do I receive on my investment and is the interest rate fixed? The Cricket Bonds will yield a fixed return of 7% gross per annum on your initial investment.

Interest is payable at a rate of 5% gross per annum in cash as well as a 2% gross per annum payment in the form of Credit4Cricket Units. Interest is paid semi-annually in arrears. The Club will be obliged to withhold tax at the UK basic rate (currently 20%) on all payments of interest, including interest paid in the form of Credit4Cricket Units (please see pages 14 and 36 for further details). This means, for a UK basic rate tax payer, if you invest in £5,000 of Cricket Bonds, the aggregate interest and the value of Credit4Cricket Units you will receive, net, over the five-year initial fixed-term of the Bond will be £1,400 (see page 15).

What are the benefits of receiving Credit4Cricket Units?

In addition to the 5% (gross) cash interest per annum which will accrue on the Cricket Bonds, once issued, the Cricket Bonds will also earn Credit4Cricket Units at a rate of 2% (gross) per annum for every £500 of Cricket Bonds that you hold. Credit4Cricket Units can be used to purchase in full or gain a discount against the Club’s ticket Questions and Answers and hospitality products, including Membership fees, international tickets, domestic tickets, international hospitality packages and domestic ticket and food and beverage offers to enjoy at Emirates Old Trafford. May I waive my right to receive interest in Credit4Cricket Units? Bondholders have the option, on making an Application for Cricket Bonds, to waive their right to receive interest in Credit4Cricket Units.

A Bondholder who chooses to make such a waiver (a “Waiving Bondholder”) will receive 5% (gross) interest per annum in cash only. Waiving Bondholders will not receive any additional interest in cash or Credit4Cricket Units per annum.

Are the Cricket Bonds transferable? No, the Cricket Bonds are not transferable and they cannot be sold or traded. The interest coupon and redemption payment are payable to the original Bondholder. How do I get my money out? The Cricket Bonds will be redeemed by the Club after the initial five-year fixed term and your initial investment together with accrued but unpaid cash interest and Credit4Cricket Units. Alternatively, if you so choose, upon six months’ notice being given by you, your Bond can be extended by successive one-year periods. The Club may, at its option, repay all or part of the Cricket Bonds at any time.

Can I withdraw my money before the end of the initial term? Unfortunately not. The Cricket Bonds are issued for an initial five-year term and can thereafter be extended, at your option by successive one-year rolling periods. The Cricket Bonds are non-transferable and non-convertible. The Club may, at its option, repay all or part of the Cricket Bonds at any time. What happens if the Cricket Bond is oversubscribed? The Club will only issue up to £5million of Cricket Bonds. The Club reserves the absolute discretion as to whether to accept your Application for Cricket Bonds in whole or in part (in multiples of £500).

Therefore, the Club may accept your Application in whole or in part only of the nominal amount of Cricket Bonds applied for in your Application (in which case the balance of the amount paid by you in respect of the Cricket Bonds which were not issued to you would be repaid to you).

Do I need to discuss the Cricket Bond offer with a financial adviser? We strongly recommend that you do seek the advice of an independent financial adviser. What happens if I die while I hold Cricket Bonds? Under these circumstances, the Cricket Bonds would form part of your estate and title to them would initially be held by the executors or administrators of your estate. Your executors or administrators would hold the Cricket Bonds until transferring the title of the Cricket Bonds to the intended beneficiary by sending to us an executed transfer in a form reasonably acceptable to us. Does holding a Cricket Bond mean that I have shares in the Club? No, Cricket Bonds are not convertible into shares and the Bondholder does not have any ownership interest in the Club.

It is an unsecured loan for a fixed period, paying a fixed rate of interest. I would like to participate – what do I do now?

Before making an Application (whether online or by post), you will need to complete a short Appropriateness Questionnaire. This is a requirement of the Financial Conduct Authority’s new rules to ensure that you understand the nature of the investment you wish to make. The Appropriateness Questionnaire can be accessed online on the Cricket Bond’s website www.cricketbond.com. Subject to supplying answers that are satisfactory to the Club and BDO LLP , you will then be able to submit your Application – either online together with payment by debit or bank transfer in respect of the full amount of Cricket Bonds applied for, or by printing the Application Form and returning it by post to Neville Registrars, together with a cheque in payment for the full amount of Cricket Bonds applied for.

Further details of how to apply are contained on page 38. The Cricket Bond Invitation Document LANCASHIRE COUNTY CRICKET CLUB EMIRATES OLD TRAFFORD Questions and Answers p_44 The Cricket Bond Invitation Document LANCASHIRE COUNTY CRICKET CLUB EMIRATES OLD TRAFFORD Questions and Answers p_45

This Invitation, your Application and/or your participation in the Cricket Bonds, is conditional upon and subject to: (1) the Club having received Applications from potential investors to subscribe for Cricket Bonds amounting to, in aggregate, no less than £500,000 (the “Subscription Threshold”) by no later than 1 pm on 27th October 2014 (the “Long Stop Date”); (2) for online Applications, your completed online Application Form being submitted together with payment made by debit card or bank transfer to NatWest Bank, Neville Registrars re: Client Account, Sort Code 60-09-39 and account number 78544688 including your Application reference number.

For postal Applications a downloaded, completed and printed Application Form accompanied by a cheque in sterling drawn on a bank account of a branch of a bank or building society in the UK, the Channel Islands or the Isle of Man made payable to “Neville Registrars Limited, re: Client Account” and crossed “Account Payee only” being received by Neville Registrars Limited (who are acting as the Club’s Receiving Agent in connection with the Cricket Bonds) at “Cricket Bonds Offer”, Freepost Neville Registrars, by not later than the Long Stop Date (being 1pm on 27th October 2014); and (3) the Club having accepted your Application for a multiple of £500 of Cricket Bonds (with a minimum investment per Application of £1,000).

You will be making your Application on the terms and conditions contained in this Invitation and the Instrument.

In particular, by making your Application, you will be deemed to acknowledge and confirm: (a) that you are not relying on any information given or any representations, warranties, agreements or undertakings (express or implied), written or oral, or statements made at any time by the Club other than as contained in this Invitation and the Instrument and that, accordingly, none of the Club, the Board, the Directors, officers, agents, employees, Members, or advisers or any person acting on behalf of any of them shall have any responsibility for any such other information or representation; (b) you are not relying on any Director, Board Member or Member of the Club to advise whether or not the Cricket Bonds are a suitable investment for you; (c) that you are (i) an individual who is at least 18 years old and are resident in the United Kingdom, at the date of submitting your Application Form or (ii) a trust, company or charity resident in the United Kingdom and/or who is not prevented by the laws of its governing jurisdiction or place of incorporation from applying for or holding Cricket Bonds.

Applications from persons who do not provide an address in or reside in the United Kingdom or are under the age of 18 at the date of submitting their Application Form will not be accepted. Applications from joint applicants will only be accepted where such applicants are married (including same sex spouses), or civil partners; (d) in respect of Applications from persons nominating a joint holder, such person nominated is (i) a husband or wife (as the context shall require and as such terms are defined in the Marriage (Same Sex Couples) Act 2013) or (ii) Civil Partners (as defined in the Civil Partnership Act 2004) of the Applicant; (e) you are entitled to make your Application and to be issued with Cricket Bonds in respect thereof under the laws of and rules of any governmental body located in any jurisdiction which apply to you; (f) that you are a person within the class of persons listed in FCA COBS Rule 4.7.7 (being (a) certified as a ‘high net worth Investor’, (b) certified as ‘sophisticated investor’, (c) self-certified as a ‘sophisticated investor’, or (d) certified as a ‘restricted investor’.

For ease of reference, by completing the “Investor Categorisation Questionnaire” prior to having been supplied or otherwise given access to this Invitation Document, you have confirmed that you are one of the category of persons (a) to (d) above and, as such, are permitted to receive this Invitation Document and apply for Cricket Bonds; (g) you acknowledge and confirm that BDO LLP is not acting for you or any other applicant in respect of the offering of the Cricket Bonds and will not be responsible to such potential applicant or investor for providing protections afforded to clients of BDO LLP or in advising him/ her on the relevant transaction; (h) you are aware that it is up to you to seek advice from someone who specialises in advising on investments; (i) you are not entitled to be paid any commission in relation to your Application; Terms and Conditions (j) you and funds under your management are not engaged in money laundering; (k) you are making your Application on your own behalf and for no other person; and (l) if applicable the cheque provided by you in respect of your Cricket Bonds subscription will be honoured on first presentation.

The Cricket Bonds offer will close on the Long Stop Date (being 1pm on 27th October 2014). The offer may be closed earlier if the Club so determines. Nothing in this Invitation, the Instrument or Application will restrict the Club’s liability for fraud. Money Laundering It is also a term of your Application that, to ensure compliance with the Money Laundering Regulations 2007, the Club or Neville Registrars Limited may, in our/ their absolute discretion, require verification of your identity. Pending the provision of evidence of identity, Cricket Bonds applied for hereunder may not be issued at the absolute discretion of the Club or Neville Registrars Limited.

If within a reasonable time after a request for verification of identity, satisfactory evidence has not been supplied, the Club may, at its absolute discretion, reject your Application in which event the cheque in respect of your Application will be returned to you without interest and at your own risk.

If you decide to make an Application, you have undertaken to the Club that your cheque will be honoured on first presentation. Terms of Application - process and timetable Applications (in multiples of £500 subject to a minimum amount of £1,000 per Application) of Cricket Bonds can be made online or by post. To apply online, please enter your details on the application section of the Cricket Bond website www.cricketbond.com. You will then need to complete a short Appropriateness Questionnaire before you can submit your Application. Subject to providing answers which are satisfactory to the Club and BDO LLP , you can then submit your online Application together with your debit card payment or bank transfer in respect of the full amount of the Cricket Bonds that you are applying for (being a multiple of £500 subject to a minimum amount of £1,000 per Application), by the Long Stop Date (being 1pm on 27th October 2014).

To apply by post, you will first need to complete an Appropriateness Questionnaire before you can access the Application Form. Simply access the online Appropriateness Questionnaire on the Cricket Bond website www.cricketbond.com and complete it on screen. Subject to providing answers which are satisfactory to the Club and BDO LLP , you will then be able to access the Application Form at www.cricketbond.com. The Form should be completed online and will be downloadable in PDF format to avoid amendments. Please sign and return the completed Application Form with a cheque in respect of the full amount of the Cricket Bonds that you are applying for (being a multiple of £500 subject to a minimum amount of £1,000 per Application) made payable to “Neville Registrars Limited re: Client Account” and crossed “Account Payee only” to be received no later than the Long Stop Date (being 1pm on 27th October 2014) to Cricket Bond Offer, Freepost Neville Registrars Limited.

Please note that the decision to accept your Application in whole or in part (and in multiples of £500 subject to a minimum amount of £1,000 per Application) is at the sole and unreserved discretion of the Club. Therefore, the Club may accept your Application in respect of part only of the nominal amount of Cricket Bonds applied for in your Application (in which case the balance of the amount paid by you in respect of Cricket Bonds which were not issued to you would be repaid to you, without interest, by cheque, bank transfer or refund to your debit card).

The Cricket Bonds offer will close on the Long Stop Date (being 1pm on 27th October 2014). However, the offer may be closed earlier if the Club so determines. Cheques will be presented for payment on receipt. You have the right to contact us to cancel your Application at any time within 14 days of receipt of your completed Application Form (the “Cancellation Period”). If you contact Neville Registrars Limited before then, they will refund your online payment or your cheque, by crossed cheque or a refund to your debit card. If you wish to cancel your Application, you should write to Neville Registrars Limited at Cricket Bond Offer, Neville Registrars Limited, Neville House, 18 Laurel Lane, Halesowen, West Midlands, B63 3DA.

After this date, your Application will be irrevocable and will not be capable of being terminated or rescinded by you.

We will inform you in writing if your Application has been successful, in whole or in part, within 14 days of the Long Stop Date and, in the event that your Application has been successful, in whole or in part, send you a certificate (“Certificate”), at your risk by first-class post, in respect of the Cricket Bonds that have been issued to you. If your Application is not successful a refund to your debit card or a cheque or online payment for the amount of your Application (without interest) will be sent to you within 14 days of the Long Stop Date without interest and at your risk. If your Application is successful in respect of only some of the Cricket Bonds you applied for, a refund to your debit card or a cheque or bank transfer for the balance of the amount of your Application (without interest) will be sent to you.

Your Certificate will be posted to you under separate cover and at your own risk.

If you have any questions relating to the procedure for making an Application and completion of the Application Form, please contact Neville Registrars Limited on 0121 585 1131. For legal reasons, Neville Registrars Limited will only be able to provide information contained in this Invitation Document and will be unable to advise on the merits of the Invitation Document or as to whether you should make an Application or to provide any financial, legal, tax or investment advice. The Cricket Bond Invitation Document LANCASHIRE COUNTY CRICKET CLUB EMIRATES OLD TRAFFORD Terms and Conditions p_46 The Cricket Bond Invitation Document LANCASHIRE COUNTY CRICKET CLUB EMIRATES OLD TRAFFORD Terms and Conditions p_47

Appendix Taxation The comments below are of a general nature based on UK tax law and HMRC practice as in effect at the date of this document and are subject to any change in such law or practice that may take effect after such date (possibly with retrospective effect). The comments are not intended to be exhaustive. They do not necessarily apply where the income is deemed for tax purposes to be the income of any other person. They relate only to the position of persons who are the absolute beneficial owners of their Cricket Bonds and may not apply to certain classes of persons such as dealers or certain professional investors.

Individual Investors The precise tax treatment of a Bondholder will depend on the Bondholder’s individual circumstances and law and practice in force at the relevant time and may therefore be subject to change in the future. Prospective acquirers of the Cricket Bonds are advised to consult their own professional advisers concerning the tax consequences of the acquisition, ownership or redemption of the Cricket Bonds and any benefits derived thereon. The Club will be obliged to withhold Basic Rate Tax on payments of cash interest and Credit4Cricket Units to Bondholders.

The ultimate liability to tax in respect of the total return on the Cricket Bonds will depend upon the individual circumstances of each holder at the relevant time and may be subject to change. A Bondholder who is subject to UK income tax at a rate not exceeding the basic rate is not liable for additional income tax on the total return on the Bond. A Bondholder who is subject to UK income tax at higher rates of income tax may be required to pay additional tax after taking into account tax withheld at source by the Club.

A Bondholder who is not normally subject to tax in the UK may be entitled to claim repayment of the tax withheld at the basic rate by the Club from HMRC.

No liability to UK capital gains tax should arise on the issue of the Cricket Bonds or their subsequent redemption. A holding of Cricket Bonds should form part of a Bondholder’s estate for inheritance tax purposes. No UK stamp duty or stamp duty reserve tax will be payable on the issue of the Cricket Bonds or their subsequent redemption. Corporate investors and charities Corporate investors resident in the UK for corporation tax purposes should receive semi-annual payments of interest and Credit4Cricket Units gross as there is no withholding tax obligation. Such corporate investors will have to pay tax on the interest received at the applicable corporation tax rate according to their profits and status.

If the Bondholder is a non-UK corporate, the Club is obliged to deduct Basic Rate Tax. It may be possible for that Bondholder to benefit from reduced withholding tax on interest.

Charities resident in the UK for UK tax purposes will also receive interest gross. The Cricket Bond Invitation Document LANCASHIRE COUNTY CRICKET CLUB EMIRATES OLD TRAFFORD Appendix Taxation p_48

DATED 23rd September 2014 LANCASHIRE COUNTY CRICKET CLUB LIMITED INSTRUMENT Constituting £5,000,000 of Cricket Bonds No. 1 This document, which is a financial promotion for the purposes of Section 21 of the Financial Services and Markets Act 2000, is being issued by Lancashire County Cricket Club Limited, which accepts responsibility for the information contained herein.

This document has been approved as a financial promotion for UK publication to the limited class of persons listed in FCA COBS Rule 4.7.7 (being (a) certified as a ‘high net worth investor’, (b) certified as a ‘sophisticated investor’, (c) self-certified as a ‘sophisticated investor’, or (d) certified as a ‘restricted investor’) by BDO LLP of 55 Baker Street, London W1U 7EU which is authorised by the Financial Conduct Authority to conduct investment business (FRN: 229378). For ease of reference, by completing the “Investor Categorisation Questionnaire” prior to having been supplied or otherwise given access to this document, you have confirmed that you fall within one of the categories of person listed in (a) to (d) above.

MEMERY CRYSTAL LLP 44 Southampton Buildings London WC2A 1AP Tel: 020 7242 5905 Fax: 020 7242 2058 Bond Instrument THIS INSTRUMENT is made by way of Deed Poll on 23rd September 2014 BY LANCASHIRE COUNTY CRICKET CLUB LIMITED, a registered society under the Co- operative and Community Benefit Societies Act 2014, registered in England and Wales with registered number 28451R and whose registered office is at Emirates Old Trafford, Manchester, M16 OPX (the “Club”). TERMS: 1. Definitions and Interpretation 1.1 The following words have these meanings in this Instrument unless a contrary intention appears: Aggregate Nominal Amount in respect of the Cricket Bonds in issue at any time, the aggregate principal amount of the Cricket Bonds outstanding at that time and/or all accrued Interest and Credit4Cricket Payment thereon; Board the Board of the Club from time to time; Bondholder or Bondholders the person(s) from time to time entered in the Register as the holder(s) of the Cricket Bonds; Business Day a day other than a Saturday or a Sunday on which banks are open for business in London; Certificate a certificate evidencing title to Cricket Bonds issued by the Club; Commencement Date the date on which the applicable Cricket Bonds are issued; Credit4 Cricket Payment the payment of Credit4Cricket Units in accordance with Clause 3.3; Credit4Cricket Payment Rate £10 per Specified Denomination of the Cricket Bonds held per annum; Credit4Cricket Units units or “pounds” issued in accordance with the terms and conditions by the Club in paperless form (or in any other form the Club may determine), credited to a Bondholder’s Credit4Cricket account and which may be redeemed to purchase in full, or to gain a discount against, international tickets, domestic tickets, hospitality packages, food and drink packages, and Club Membership fees and as may from time to time be specified in such terms and conditions; Cricket Bonds or Bonds the non-transferable, non- convertible unsecured Cricket Bonds No.

1 of the Club constituted by this Instrument; Cricket Bonds Interest Record Date the date falling (i) six months, and (ii) twelve months following the Commencement Date, and (iii) the expiry of each subsequent six month period up to and including the date upon which the relevant Cricket Bonds are finally redeemed; Day Count Fraction means in respect of any period shorter than one year, the actual number of days in such period divided by the number of days in a one year period; Default Event has the meaning given to that term in Clause 6.1; Instrument this instrument; Interest the payment of cash interest in accordance with Clause 3.1; Interest Rate 5 per cent per annum; Privileged Relation means a husband or wife (as the context shall require and as such terms are defined in the Marriage (Same Sex Couples) Act 2013) or Civil Partners (as defined in the Civil Partnership Act 2004) of a Bondholder or a deceased Bondholder; Recognised Investment Exchange has the meaning ascribed to that term in section 285 of the Financial Services and Markets Act 2000; Register the register of the Bondholders maintained by the Club as provided for in Clause 11; Registered Office the registered office of the Club from time to time; Repayment Date subject to pre-payment by the Club in accordance with the terms of this Instrument, (i) the 5th anniversary of the Commencement Date; or (ii) at the option of the relevant Bondholder, any subsequent anniversary of the Commencement Date (or if such date does not fall on a Business Day, the next Business Day); and Specified Denomination means £500 of nominal amount of the Cricket Bonds.

1.2 In this Instrument, unless the contrary intention appears: (a) the singular includes the plural and vice versa and any gender includes the other gender; (b) “person” unless the context otherwise requires includes a natural person, a firm, a partnership, a body corporate, an unincorporated association or body, a state or agency of state, trust or foundation (whether or not having separate legal personality); (c) a “natural person” unless the context otherwise requires shall mean a human being, as opposed to a juridical person created by law; (d) a reference to: (i) a document means that document as amended, replaced or novated; (ii) a statute or other law means that statute or other law as amended or replaced, whether before or after the date of this Instrument and includes regulations and other instruments made under it; (iii) a clause is a reference to a clause in this Instrument; and (iv) a month means a calendar month; (e) where the word “including” or “includes” is used, it is to be taken to The Cricket Bond Invitation Document LANCASHIRE COUNTY CRICKET CLUB EMIRATES OLD TRAFFORD Bond Instrument p_50 The Cricket Bond Invitation Document LANCASHIRE COUNTY CRICKET CLUB EMIRATES OLD TRAFFORD Bond Instrument p_51

be followed by the words: “but not limited to” or “but is not limited to”, as the case requires; (f) where a period of time is expressed to be calculated from or after a specified day, that day is included in the period; (g) a reference to “date of redemption” or “repayment” or “redeemed” or “repaid” means the date on which all the outstanding principal and accrued Interest and Credit4Cricket Units on all the outstanding Cricket Bonds is finally paid; and (h) headings are inserted for convenience and do not affect the interpretation of this Instrument.

2. Amount and Status of the Cricket Bonds 2.1 The aggregate principal amount of the Cricket Bonds is limited to £5,000,000, subject to the terms of this Instrument.

2.2 The minimum nominal amount of the Cricket Bonds that may be issued to and registered in the name of a Bondholder shall be £1,000. 2.3 Subject always to Clause 2.2 above (as applicable), the Cricket Bonds shall only be capable of being issued in multiplies of £500 in nominal amount. 2.4 The Cricket Bonds may be issued and registered in the joint names of any two Bondholders who are Privileged Relation. 2.5 Subject only to clause 2.4 above, the Cricket Bonds shall not be issued or registered in the names of more than one Bondholder per Bond. 2.6 The Cricket Bonds shall entitle the Bondholders to their respective rights as set out in this Instrument, otherwise the Cricket Bonds as and when issued shall rank pari passu equally and rateably without discrimination or preference.

2.7 The Cricket Bonds shall not be capable of being transferred by the Bondholder or by the Club and shall not be capable of being dealt in or negotiated on any stock exchange or other recognised or capital market in the United Kingdom or elsewhere and no application has been or will be made to any Recognised Investment Exchange or otherwise for the listing of, or for permission to deal in, the Cricket Bonds. 3. Interest and Credit4Cricket Payments 3.1 Interest is payable on the principal amount outstanding under the Cricket Bonds from the Commencement Date under the date of redemption and will be calculated on the basis of a 365 day year or, in the case of a leap year, a 366 day year.

3.2 Interest accrues from day to day at the Interest Rate and is payable in cash to each holder of the Cricket Bonds by semi-annual payments in arrears until the Cricket Bonds are repaid under the terms of the Instrument and shall be delivered to the Bondholders within 14 days of the Cricket Bonds Interest Record Date at the address for that Bondholder held on the Register. 3.3 In addition to the Interest payable in respect of each Cricket Bond in accordance with this Clause 3, each Cricket Bond bears a Credit4Cricket Payment in the form of Credit4Cricket Units from and including the Commencement Date at the Credit4Cricket Payment Rate.

3.4 The Credit4Cricket Payment shall accrue from day to day at the Credit4Cricket Payment Rate and is payable to each Bondholder by semi-annual payments in arrears by reference to the Cricket Bonds Interest Record Date until the Cricket Bonds are repaid under the terms of this Instrument and shall be credited to the Bondholders’ account within 14 days of the Cricket Bonds Interest Record Date at the address for that Bondholder held on the Register. 3.5 The Club shall have the discretion to send to the Bondholder such cash equivalent to the relevant Credit4Cricket Payment. 3.6 Each Bondholder shall have the right to elect not to receive a Credit4Cricket Payment on his Cricket Bonds, by notice to the Club on making an application for his Cricket Bonds.

Such a Bondholder shall be a “Waiving Bondholder”. 3.7 A Waiving Bondholder shall receive no Credit4Cricket Payments on his Cricket Bonds and shall receive only Interest. A Waiving Bondholder shall not have the right to elect to receive a part only of any Credit4Cricket Payment that his Cricket Bond shall bear.

3.8 Credit4Cricket Units must be redeemed within 24 months of the date of issue. 3.9 If a payment of Interest and Credit4Cricket Payment is required to be calculated in respect of any period which is less than one year, the amount of the Interest and the Credit4Cricket Payment payable in respect of each Cricket Bond shall be calculated by applying (i) in respect of the Interest, 5 per cent; and (ii) in respect of the Credit4Cricket Payment, 2 per cent to the Specified Denomination of each relevant Cricket Bond held, multiplying the product by the Day Count Fraction and rounding the resulting figure to the nearest penny and shall be paid in the form of cash (in the case of payment of the Interest) and in the form of Credit4Cricket Units (in the case of the Credit4Cricket Payment).

4. Redemption of the Cricket Bonds 4.1 Each Cricket Bond not previously repaid (in whole or in part) before the applicable Repayment Date will be redeemed by the Club on the Repayment Date, at par, together with any Interest and Credit4Cricket Payments (as applicable) accrued up to and including the date of redemption, unless the Bondholder completes the notice of extension on the reverse of the Certificate and returns the same to the Club’s receiving agent, as referred to on the reverse of the Certificate (or as notified to the Bondholders from time to time), in accordance with the instructions printed thereon so as to be received by the Club’s receiving agent at least six months prior to the relevant Repayment Date.

4.2 All payments of principal and Interest in respect of the Cricket Bonds by or on behalf of the Club shall be made at the Bondholder’s risk, and: (a) in respect of the payment of principal and Interest, by cheque in favour of the Bondholder, at the Bondholder’s risk, to the address notified to the Club for such purpose in writing from time to time; and (b) in respect of both payment of principal and Interest, subject to the prevailing withholding tax at the basic rate of income tax (currently 20 per cent.) imposed in the United Kingdom by HM Revenue & Customs but otherwise free and clear of, and without withholding or deduction for, any other taxes, duties, assessments or governmental charges of whatsoever nature imposed, levied, collected, withheld or assessed unless such withholding or deduction is required by law.

In that event, the Club shall make such further withholding or deduction and shall, where required, account to the relevant tax authority for such withholding or deduction. For the avoidance of doubt, in such circumstances, the Club shall not be required to increase or gross-up any payment of principal or Interest made hereunder. 4.3 All Credit4Cricket Payments made in the form of Credit4Cricket Units in respect of the Cricket Bonds by or on behalf of the Club shall be made at the Bondholder’s risk and: (a) shall be credited or paid to the account number of the relevant Bondholder or, in the case of non-electronic Credit4Cricket Units, (if applicable and at the Club’s discretion) to the address notified to the Club for such purpose in writing from time to time; (b) subject to the prevailing withholding tax at the basic rate of income tax (currently 20 per cent.) imposed in the United Kingdom by HM Revenue & Customs but otherwise free and clear of, and without withholding or deduction for, any other taxes, duties, assessments or governmental charges of whatsoever nature imposed, levied, collected, withheld or assessed unless such withholding or deduction is required by law.

In that event, the Club shall make such further withholding or deduction and shall, where required, account to the relevant tax authority for such withholding or deduction. For the avoidance of doubt, in such circumstances, the Club shall not be required to increase or gross-up any payment of principal or Credit4Cricket Payment made hereunder.

4.4 In the case of Cricket Bonds registered in joint names pursuant to Clause 2.4, any Interest or Credit4Cricket Payments shall be paid or credited to the first-named joint holder in the Register. 4.5 All of the Cricket Bonds redeemed by the Club pursuant to the terms of this Instrument will be cancelled and will not be available for reissue. 4.6 The Club will provide to each relevant Bondholder, on the date of any payment pursuant to Clause 4.2 or 4.3, a written statement showing the gross amount of the payment; the amount of the sum deducted; the actual amount paid; and the date on which the payment was made.

5. Pre-payment 5.1 In addition to Clause 6.1, the Club will be entitled to pre-pay any or all of the principal amount of the Cricket Bonds together with the delivery of accrued Interest and accrued Credit4Cricket Payment thereon (as applicable) at any time after the Commencement Date.

6. Default Events 6.1 Notwithstanding Clause 4 and 5 and subject to Clause 6.2, all outstanding Cricket Bonds shall become immediately repayable, at the option of a Bondholder, at par together with the dispatch of all accrued Interest and all accrued Credit4Cricket Payments (as applicable) up to and including the date of redemption, on the happening of any of the following events (each a “Default Event”): (a) an order is made or an effective resolution passed for winding-up or liquidation of the Club (otherwise than for the purposes of or in the course of a solvent re-organisation, reconstruction or amalgamation); or (b) an encumbrancer has taken possession of or if a receiver, administrative receiver, liquidator, judicial factor or other similar officer is appointed to take possession of the whole or any material part of the property or undertaking of the Club and in any such case is not discharged, withdrawn or removed within 14 days of possession being taken or an appointment being made provided that at all times during such period the Club is contesting such possession or appointment in good faith and diligently; or (c) any administration order or any administration application has been made in respect of the Club; or (d) any procedure or step analogous to the events set out in Clause 6.1 (a) to (c) is taken in any jurisdiction.

6.2 The Club will use reasonable endeavours to give notice to the Bondholders of the happening of any Default Event within ten (10) Business Days upon becoming aware of the same. If any Bondholder shall waive in writing its right of repayment arising pursuant to Clause 6.1 of the Aggregate Nominal Amount due to it, the Aggregate Nominal Amount of Cricket Bonds held by such Bondholder shall remain outstanding and not to be repaid by reason of that Default Event. 7. Non-Conversion Neither the principal amount of the Cricket Bonds nor any The Cricket Bond Invitation Document LANCASHIRE COUNTY CRICKET CLUB EMIRATES OLD TRAFFORD Bond Instrument p_52 The Cricket Bond Invitation Document LANCASHIRE COUNTY CRICKET CLUB EMIRATES OLD TRAFFORD Bond Instrument p_53

accrued Interest and Credit4Cricket Payment thereon (as applicable) shall be capable of conversion into shares or other securities in the Club. 8. Certificates 8.1 The Club will recognise the Bondholder entered in the Register as the absolute owner of the Cricket Bonds. The Club is not bound to take notice or see to the execution of any trust whether express, implied or constructive to which any Cricket Bonds may be subject. 8.2 If any of the Bondholder’s Cricket Bonds are due to be redeemed under any of the provisions of this Instrument, the Bondholder shall deliver up to the Club (at its Registered Office or as the Club may direct for such purpose) the Certificate(s) for the Cricket Bonds which are due to be redeemed in order that the same may be cancelled and, upon such delivery (if so requested by the Club), the Club shall pay the relevant redemption amount to the Bondholder.

8.3 If any of the Cricket Bonds are liable to be redeemed under any of the provisions of this Instrument, and, following a request by the Club, it fails to or refuses to deliver up the Certificate(s) for such Cricket Bonds at the time and place fixed for the redemption of such Cricket Bonds, then the Club may set aside the relevant amount due to the Bondholder, pay it into a separate interest-bearing bank account which shall be held by the Club in trust for the Bondholder (but without interest (save as may accrue in such account)) and such setting aside shall be deemed, for all purposes of these conditions, to be a payment to the Bondholder and the Club shall thereby be discharged from all obligations in connection with such Cricket Bonds.

If the Club shall place such amount on deposit at a bank, the Club shall not be responsible for the safe custody of such amount or for any interest accruing on such amount in such account.

8.4 If any certificate is lost, stolen or mutilated, defaced or destroyed, it may be replaced at the Registered Office, subject to all applicable laws, upon such indemnity and payment of expenses as the Board may reasonably require. 9. Transfer The Cricket Bonds are not transferable in whole or in part and neither the Club nor its Board shall approve, or arrange or participate in any transfer of the Cricket Bonds whether by registration or otherwise. 10. Transmission 10.1 Any person becoming entitled to the Cricket Bonds as a result of the death or bankruptcy of a holder of the Cricket Bonds or of any other event giving rise to the transmission of such Cricket Bonds by operation of law may, upon producing such evidence as reasonably required by the Board, be registered as the holder of such Cricket Bonds.

10.2 For the avoidance of doubt, upon the death of a Bondholder whose Cricket Bond(s) is/are registered jointly in his/ her name and that of his/ her Privileged Relation, title to the Cricket Bond shall pass to the surviving named Privileged Relation of the deceased Bondholder.

10.3 Subject to clause 10.2 above, in the case of death of a registered holder of the Cricket Bonds, the only persons recognised by the Club as having any title to the Cricket Bonds are; (i) the executors or administrators of a deceased sole registered holder of the Cricket Bonds or such other person or persons as the Board of the Club may reasonably determine, and they will be entitled to require repayment of the Cricket Bonds at par on the Cricket Bonds’ due date for repayment under the terms of this Instrument; and (ii) the beneficiary of a deceased Bondholder who shall, subject to the Company having received an executed form of transfer (in a form reasonably acceptable to the Company) by the executor or personal representative of the deceased Bondholder.

11. Register of the Cricket Bonds 11.1 The Club will at all times keep at its Registered Office, or at such other place as the Club may have appointed for the purpose, a register showing: (a) the nominal amount of the Cricket Bonds held by the Bondholder; (b) the certificate number of each Cricket Bond issued; (c) the date of issue and all subsequent transmissions of ownership; and (d) the name and address of the Bondholder(s). 11.2 The Bondholder may at all reasonable times during office hours inspect his/her details entered in the Register and take copies of such details from the Register.

11.3 The Register may be closed by the Club for such periods and at such times as it thinks fit but not more than thirty (30) days in any calendar year. 11.4 Any change of name or address on the part of the Bondholder must be notified to the Club or as the Club may direct and the Register will be altered accordingly.

12. Warranties and Undertakings 12.1 The Club undertakes to the Bondholder that: (a) it will perform and observe the obligations imposed on it by this Instrument; and (b) The Cricket Bonds are held subject to and with the benefit of the terms and conditions set out in this Instrument and are binding on the Club and the Bondholder and all persons claiming through or under them. 12.2 The Club warrants to the Bondholder on the date of this Instrument, and at all times while such Bondholder holds the Cricket Bonds, that: (a) it has the power and authority to issue the Cricket Bonds and to exercise its rights and perform its obligations under the Cricket Bonds; (b) it has the power and authority to enter into this Instrument and to exercise its rights and perform its obligations under this Instrument; (c) it has taken all necessary corporate, shareholder and other action to authorise the execution, delivery and performance of this Instrument; and (d) it has been duly incorporated or constituted and is validly subsisting and is in good standing under the laws of the jurisdiction in which it is incorporated or constituted.

13. Notice 13.1 Any notice or other communication to be given under this Instrument must be in writing and will be served by delivering it personally or sending it by pre-paid post or by email (to the Bondholder only) to the address or email address, as applicable, and for the attention of the relevant party notified by that party. Any notice will be deemed to have been received: (a) if delivered personally, at the time of delivery; (b) in the case of pre-paid post, 48 hours from the date of posting; (c) in the case of email, on the Business Day following the day on which it was transmitted.

13.2 If deemed receipt occurs before 9am on a Business Day the notice is deemed to have been received at 9am on that day and if deemed receipt occurs after 5pm, the notice is deemed to have been received at 9am on the next Business Day. 13.3 The addresses of the parties for the purposes of the Instrument are as set out in the Register from time to time, and in the case of email addresses as advised by the Bondholder from time to time, or such other address or email address as may be notified in writing from time to time by the relevant party to the other party.

13.4 For the avoidance of doubt, only the Club is permitted to serve a valid notice on a Bondholder by email. 13.5 In the case of joint holders of Cricket Bonds as permitted by clause 2.4 of this Instrument, all notices shall be given to the joint holder whose name stands first in the register of Bondholders in respect of the joint holding and notice so given shall be sufficient notice to all the joint holders of that Cricket Bond. 14. Costs and Expenses Each party shall pay its own costs, charges and expenses relating to the execution and implementation of this Instrument.

15. Third Party Rights No person shall have a right under the Contract (Rights of Third Parties) Act 1999 to enforce any term of this Instrument.

16. Governing Law and Jurisdiction 16.1 This Instrument and each of the Cricket Bonds is governed by and shall be construed in accordance with the law of England and Wales. 16.2 Each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales as regards any claim, dispute or matter arising out of or in connection with this Instrument. EXECUTED as a DEED on the day and year set out above for and on behalf of LANCASHIRE COUNTY CRICKET CLUB LIMITED The Cricket Bond Invitation Document LANCASHIRE COUNTY CRICKET CLUB EMIRATES OLD TRAFFORD Bond Instrument p_54 The Cricket Bond Invitation Document LANCASHIRE COUNTY CRICKET CLUB EMIRATES OLD TRAFFORD Bond Instrument p_55

Application An application to subscribe for a Cricket Bond. Application Form An application form in connection with an application. The Board Members of the Board. Bondholder A registered holder of a Cricket Bond. The Club or LCCC Lancashire County Cricket Club Limited, a registered society under the Co-operative and Community Benefit Societies Act 2014, registered in England and Wales with registered number 28451R. As at the date of this Invitation Document, the Club has no subsidiaries or holding companies (direct or indirect). Credit4Cricket The Credit4Cricket programme as it applies to Bondholders.

Credit4Cricket Units Reward Units or “credits” which are capable of being redeemed through the Credit4Cricket programme. The Cricket Bond or The Bond A non-convertible, non- transferable, unsecured bond with five-year initial fixed-term, paying a fixed interest rate of 7% (gross) per annum, 5% (gross) of which is payable in cash and 2% (gross) is payable in Credit4Cricket Units. The Directors The Executive Directors of the Club. Instrument or Bond Instrument The instrument of LCCC dated 23rd September 2014 creating the Cricket Bonds. Long Stop Date The date by which applications for Bonds (together with payment in respect of the same) must be received by the Registrar, being 1pm on 27th October 2014.

Glossary and Definitions 4TH INVESTEC TEST MATCH 7TH - 11TH AUGUST 2014 England v India Issuer Lancashire County Cricket Club Limited Emirates Old Trafford Manchester M16 0PX Solicitors Memery Crystal LLP 44 Southampton Buildings London WC2A 1AP Registrar Neville Registrars Limited Neville House 18 Laurel Lane Halesowen West Midlands B63 3DA FCA authorised person BDO LLP 55 Baker Street London W1U 7EU References The Cricket Bond Invitation Document LANCASHIRE COUNTY CRICKET CLUB EMIRATES OLD TRAFFORD Glossary and References p_56

Emirates Old Trafford LANCASHIRE COUNTY CRICKET CLUB MANCHESTER M16 0PX www.cricketbond.com

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