Cold Finance Plc: 10 July 2019

The principal source of payment of interest on the Notes and of repayment of principal on the Notes will be the right of the Issuer to receive interest, principal and prepayment fees payable under the loans made by the Issuer to the Borrowers under the £282.8mln facility agreement to be entered into with, among others, the Borrowers on the Closing Date.

The Property Portfolio consists of fourteen cold storage warehouse assets located across the United Kingdom. Twelve of these assets were acquired in November 2018 following the acquisition of Yearsley Group, one of the largest UK cold storage providers. Two assets were acquired in 2017 as part of the acquisition of the "Partner Logistics" group. The Property Portfolio represents the largest consolidation of cold storage warehouse assets in the UK, offering a GLA of 2,606,705 sq.ft.

The utilisation of the Property Portfolio stood at 77.5% for the 12 months ended 31 March 2019 – representing a 10% increase in utilisation from 2013 without any drop in utilisation between 2013 and 2018. The Property Portfolio generated revenues of £86.1 million during the 12 months ended 31 March 2019 and an EBITDA of £31.8 million, representing an EBITDA margin of 36.9% over this period.

In the Initial Valuation the aggregate market value of the Property Portfolio, by way of an arranger instructed valuation conducted by CBRE, is £412,100,000 as at 31 March 2019 which equates to a multiple of 12.6 x CBRE’s estimate of fair maintainable operating profit. This also equates to a multiple of 13.0 x the portfolio’s LTM6 EBITDA. Please note the Initial Valuation was based on data up to 31 December 2018.

EU Risk Retention: The Issuer has received advice from its legal counsel and is of the opinion that the EU risk retention and due diligence requirements under the EU Securitisation Regulation do not apply to the Notes. Although the Issuer is of the opinion that the EU Securitisation Regulation does not apply to investments in the Notes, as the Retention Holder (Lineage UK Intermediate Holdings Limited) is retaining the Class R Notes in order to comply with the U.S. Risk Retention Rules, the Retention Holder and the Sponsor will undertake that the Sponsor will retain a material net economic interest of not less than 5% in the transaction determined in accordance with the requirements of Article 6 of the EU Securitisation Regulation as if the transaction was, in fact, a securitisation for the purposes of the EU Securitisation Regulation.

US Risk Retention: Lineage Logistics Holdings LLC, as sponsor, intends to satisfy the US Risk Retention Rules by subscribing for the Class R Notes on the closing date.

Compare/contrast: European Loan Conduit No. 34 (Scorpio)