Inv Itat Ion Docum e n t

Leon Bonds

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I m P o R t a n t I n F o R m a t I o n

This Invitation Document is important and requires your immediate attention if you want to apply for Leon Bonds. If you are in any doubt about the action you should take or the contents of this Invitation Document, you should contact your bank manager, solicitor, accountant, stockbroker or other professional adviser who is authorised by the Financial Services Authority to conduct investment business and who specialises in advising on investment in bonds, shares and other securities, including unlisted securities.

This Invitation Document is an invitation to apply for Leon Bonds, on the terms and conditions set out in this Invitation Document and the Leon Bond Instrument (copies of which are available at www.leonrestaurants.co.uk/theleonbond), the principal terms of which are set out on pages 6 to 7 of this Invitation Document. The Leon Bonds will be non-convertible, unsecured, non-transferable, and will provide investors with a return in the form of £eon Pounds and quarterly prize draws. The Leon Bonds will be repayable in three years’ time at the option of Bondholders.

Investment in the Leon Bonds involves certain risks. For a discussion of the benefits and risks that should be considered in connection with an investment, please see the section headed “Risk Factors” on page 22 of this Invitation Document. The historical performance of the Leon Group is no indication of its future performance. The Leon Bonds are an unsecured debt of the Company and they may not be a suitable investment for all people receiving this Invitation Document. Prospective investors should consider carefully whether an investment in the Leon Bonds is suitable for them in the light of their personal circumstances. Investors should not apply for any Leon Bonds referred to in this Invitation Document, except on the basis of the information published in this Invitation Document and the Leon Bond Instrument.

The Leon Bonds are not shares and do not confer any equity interest or voting rights in the equity of any member of the Leon Group.

Leon Bonds are not protected from loss by the Financial Services Compensation Scheme.

Leon Bonds are not transferable or negotiable on any capital market and no application has or will be made for Leon 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 and involves a degree of risk. It will not be possible to sell or realise Leon Bonds before they mature or to obtain reliable information about the risks to which they are exposed.

This Invitation Document, which is a financial promotion for the purposes of Section 21 of FSMA, is issued by the Company which accepts responsibility for the information contained herein. This Invitation Document has been approved as a financial promotion for UK publication by Reeves which is authorised by the FSA to conduct investment business. Reeves is registered on the FSA’s Register with registered number 135202. Reeves is acting exclusively for the Company in connection with the issue of the Leon Bonds and no one else, and will not regard any other person as its customer or be responsible to any other person for providing the protections afforded to customers of Reeves or for advising any such person in relation to the issue of Leon Bonds.

Application should only be made on the basis of this Invitation Document and the Leon Bond Instrument. This Invitation Document does not constitute an offer of transferable securities to the public and accordingly this Invitation Document does not constitute a prospectus to which the Prospectus Rules of the FSA apply. Therefore, this Invitation Document and the Leon Bond Instrument have not been approved by the Financial Services Authority or any other regulatory body. You should ensure that you read and understand all of this Invitation Document before applying for Leon Bonds.

This Invitation Document does not constitute an offer to sell, or the solicitation of an offer to buy, Leon Bonds in any jurisdiction in which such offer or solicitation is unlawful. The distribution of this Invitation Document in jurisdictions other than the United Kingdom may be restricted by law and therefore persons into whose possession this Invitation Document 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.

C O N T E N T S

Introduction ........................................................ 5

About The Leon Bond........................................ 6

How To Apply ...................................................... 8

How The Funds Will Be Used .......................... 10

The Leon Team ................................................. 12

Leon Financial Performance ........................... 16

Your Questions Answered ................................. 18

The Legals ......................................................... 22

Leon And Its Advisers ....................................... 27

Glossary .............................................................. 29

5

Dear Club Member,

There is something magical about fast food. As kids we were spellbound by it. John used to lie on his back and wave his arms and legs in the air with excitement before his termly visit to McDonalds. But then we grew up and realised that fast food makes you fall asleep and wake up fat.

So, we asked ourselves: why can’t fast food be good food? Since we opened Leon we have been working to bring about a revolution in fast food that is fresh and full of flavour. We believe that people should be able to eat this in any major city in the world.

With your incredible support and loyalty we have thrived since we first opened our Carnaby Street restaurant in July 2004. We are often sent messages asking us to open new restaurants.

When we came to thinking about how we will fund this growth we wanted to allow you to benefit from a return as well as the banks. So we thought that we would see if people who ate with us would like to get involved in lending us the money to do so. A growing movement of customers and businesses are doing this.

When we tested the water with approximately one quarter of our Club Members earlier this year, the response was extraordinary. We were overwhelmed by the number of people who said they would like to get involved – you can see some of their quotes on these pages.

Given this response it is possible that the Bond will be subscribed above our £1.5 million target. In this case we will allocate the Bonds to those who applied earliest.

This Invitation Document has been created using the input and questions of those Club Members.

Best wishes,

Henry and JohnL e o n c o - F o u n D e R S

“The bond is a brilliant idea! It sums up what I love about Leon :)” L e o n c L u b m e m b e R

I n t R o D u c t I o n

“Now we want a whole chain of them, please”

n I g e L S L a t e R

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If you wish to invest more you can buy in multiples of any of these amounts up to a total value of £10,000.

The response from those Club Members who we sounded out on the idea suggested that the Leon Bonds would be popular. It is possible the Bond will be subscribed above our £1.5 million target. In this case we will allocate the Bonds to those who applied earliest.

a b o u t t H e L e o n b o n D

invest £1,500 for three years and receive 120 £eon Pounds* each year – equivalent to a net 8% return or 10% gross return for the basic rate taxpayer

invest £3,000 for three years and receive 300 £eon Pounds* each year – equivalent to 10% net return or 12.5% gross return for the basic rate taxpayer

invest £5,000 for three years and receive 600 £eon Pounds* each year – equivalent to a 12% net return or 15% gross return for the basic rate taxpayer

Leon Bonds are essentially a very simple idea. In exchange for taking up a Leon Bond, you will receive a return in the form of £eon Pounds that can be used in Leon restaurants. You will be able to buy food, drink, cookbooks or anything else in any Leon. Your return in the form of £eon Pounds will be loaded onto electronic cards which can be used at our restaurants. You will also automatically be entered into a quarterly prize draw where you could win other edible and non-edible rewards (see below).

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t H e R e a R e t H R e e b o n D o P t I o n S

* if you are an income tax payer. Corporate Bondholders will receive the gross amount and will be responsible for paying their own corporation tax.

The larger the denomination of the Leon Bond the higher the equivalent interest rate:

You will be entitled to all of your investment back in full three years after the date of issue. (Subject to our right to repay some or all of the Leon Bonds early at any time. If we do this, we will pay you back an additional 1% in £eon Pounds on your investment when we return the money.)

After the first three years, on each anniversary of the date the Leon Bonds are issued, you will be entitled to receive your investment back in full. Or you can choose to hold onto your Leon Bonds and continue to receive your interest and rewards.

Leon will make the necessary basic rate income tax payments due on the £eon Pounds return on your investment in the Leon Bond – meaning that there should be no additional liability for tax if you are a basic rate UK income taxpayer. However, all applicants who are or may be liable to tax, especially higher rate taxpayers, should consult their own financial advisers as tax may be payable in some cases.

• a place on Leon’s annual cookery school on the river Dart (including accommodation)

• a place on week long courses at residential cookery schools run by some of our friends (at home as well as abroad)

• hampers of food from artisanal British suppliers (from our suppliers or other producers we like)

• a set of five sessions with our nutritionist

In addition to the £eon Pounds you earn, every Leon Bond will be entered into a seasonal prize draw only available to Leon Bondholders. This will be drawn four times a year on the autumnal equinox, the winter solstice, the vernal equinox and the summer solstice. The first prize draw will be on 22nd September 2012. Each quarter there will be at least ten prizes, for example:

“Great idea – power to the people, not

the banks!” L e o n c L u b m e m b e R

t H e R I v e R D a R t

L e o n c o o k e R y S c H o o L

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If, after carefully reading this Invitation Document, you want to apply please make your application online here:

www.leonrestaurants.co.uk/theleonbond

You can pay by debit card or bank transfer. You need to apply and pay by no later than 5pm on 31st July 2012.

The response from those Club Members who we sounded out on the idea suggested that the Leon Bonds would be popular.

You will be advised in writing if your application has been successful by 17th August 2012 and, in the event that your application has been successful, we will send you a Leon Bond Certificate in respect of each of your Leon Bonds and your first £eon Pound cards.

If your application is not successful or we don’t raise enough to go ahead with the Leon Bonds, the amount paid by you would be repaid without interest and at your risk.

H o W t o a P P L y

“It is a miracle. Leon is the Future.

It’s one of the rare restaurants I have encountered that actually makes sense.

If Leon has its way, and spreads across the nation as widely as it deserves, we will soon be much leaner, happier, cleaner, better people than we are at the moment.” g I L e S c o R e n , t H e t I m e S

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We started Leon eight years ago, with a vision to make it easy for everybody to eat good food.

There have always been three guiding principles behind that ambition:

• make food that tastes good and does you good

• make our restaurants lovely, sunny places in which to eat food and to work, both through the physical design and through the way we treat each other and the people who eat with us

• to create a business that is big and strong – that is sustainable, financially but also in terms of the way we treat the people who work with us, the way we source our food, the resources we use and the way in which we engage with the communities of which we are a part

These principles remain core to everything we do. We have come a long way since we opened our Carnaby Street restaurant. We run thirteen thriving restaurants (two operated by our franchise partner), we have shared a little of what we have learned through cookbooks that are published in Britain, France, Germany, Holland and America. We have helped found the not-for-profit Sustainable Restaurant Association (‘SRA’) and in 2012 Leon was awarded a two star sustainability champion rating.

We want to use the money raised through the Leon Bond to pursue our vision and fund two endeavours:-

o P e n I n g n e W L e o n R e S t a u R a n t S a n D c R e a t I n g j o b S t H R o u g H c a R e F u L g R o W t H

S e t t I n g u P t H e L e o n F o u n D a t I o n

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W e W I L L a L S o P ay o F F a c o n v e R t I b L e L o a n

To reduce our interest cost and maximise the cash we generate towards these two endeavours, we will pay off a convertible loan of £300,000 from our shareholders. In future we may use the money to set up Leon outside the UK. We may also choose to use a proportion of the money to reduce other borrowings but only where we feel that money would not be better applied to opening new restaurants or to establishing the Leon Foundation.

c H e F S a t t H e S R a R e c e P t I o n a t

1 0 D o W n I n g S t R e e t

o P e n I n g n e W L e o n R e S t a u R a n t S a n D c R e a t I n g j o b S t H R o u g H c a R e F u L g R o W t H

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Our current restaurants are trading more profitably than ever, despite the recession, and every week we get requests to open in new locations.

We hope to open at least ten restaurants over the next three years, creating over 200 UK jobs. We will do this carefully, doing everything we can to make sure that each restaurant is a huge success.

We intend to continue to invest a lot of time in our menu as we open new restaurants to ensure that it remains fresh and exciting.

We want to continue to play our part in revitalising the British high street, designing restaurants that make sense in their local settings rather than having the one size fits all approach of many chains.

“The dream is to bring really good food at a good price to as many people as possible. It makes Leon sound like a new religion. If so, it’s one that can count our judges as among its growing congregation of worshippers”

j ay R ay n e R , o b S e R v e R F o o D m o n t H L y aWa R D S

S e t t I n g u P t H e L e o n F o u n D a t I o n2

Our vision is to make it easy for everyone to eat good food. We are currently doing this by serving fast food, but we believe that our expertise and contacts can be of use more broadly. So we are establishing the Leon Foundation, a not-for-profit organisation with the same vision. The first step of the Leon Foundation is to set up an annual summer cookery school with chef Mitch Tonks on the Dart in Devon for children with renal illnesses, who require a very specific diet. The children we will be taking come from homes where very little or no primary cooking is done.

H o W t H e F u n D S W I L L b e u S e D

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Henry Dimbleby, c o - F o u n D e R & c e o

John Vincent, c o - F o u n D e R

Even before they met, Henry and John had both dreamed of revolutionising fast food. After studying physics and philoso-phy at Oxford, Henry started his career as a commis chef with the Michelin-starred chef Bruno Loubet (now of Bistrot Bruno Loubet on Clerkenwell Road), and used to bore on to friends working in other restaurants about his desire to democratise good food.

John was born with an entrepreneur’s restless energy. At Cambridge, he set up a production company and founded an advertising agency with Richard Reed, one of the found-ers of Innocent Smoothies – and still managed to get in a few history lectures. When he came to the job fair, the only application form left was for Procter and Gamble. He got the job and soon found himself promoted to the launch of Max Factor and Oil of Olay. But John loves to eat, and all the time he was selling make-up, he was quietly filling notebooks with thoughts on how to serve good fast food.

Henry, meanwhile, had given up his job as a chef – he lacked the dexterity to make ornamental carrots – and joined the Daily Telegraph as a gossip columnist and occasional feature writer. From there he joined Bain & Company, one of the top three global management consultancy firms, becoming a senior manager.

A couple of years later John joined Bain too. While working together they travelled all over the country. All they found to eat on these trips was delicious but life-destroying fried chick-en or cold neon-lit sandwiches. Infuriated by the difficulty of finding tasty, nutritious food on the run, they resolved to do something about it themselves. And so Leon – named after John’s dad – was born.

t H e L e o n t e a m

Nick Evans, c H a I R m a n

Nick joined Leon in 2008. After reading economics at Cambridge, he started his career working for Bain & Company overlapping with Henry and John, although they never met as Nick was busy founding Bain’s Hong Kong operations. After 5 entrepreneurial years in China, India, Indonesia, Korea and the US – whilst loving Asia he found himself missing Europe and particularly Mediterranean food, so he returned to France where he completed an MBA between trips to the sea and mountains.

Nick has serial experience in growing retail, leisure and consumer businesses/brands. He led investments in Brantano UK, AS Adventure and Cotswold Outdoor Ltd. He was a founding Partner at Net Fund Europe, a Eu71.5m private equity fund. In 2003 he acquired a significant stake and became the CEO at MW Group Ltd in London (a £70m retail group consisting of Mappin & Webb, Watches of Switzerland and TM Sutton) which he successfully returned to profitability and sold to Baugur – the then owners of Goldsmiths.

He currently divides his professional life between bicycles – as Chairman of Evans Cycles Ltd (who sell lovely bikes) and Chairman at Rapha Racing Ltd (who make beautiful bicycle clothing) – and delicious fast food at Leon. He is a Partner at Active Private Equity Advisory – a significant shareholder in Leon Restaurants.

Brad, who recently joined Leon, is a highly regarded figure in the U.S. restaurant industry. He created dramatic growth and cultural change as CEO of the Italian chain Olive Garden, where he achieved 33 consecutive quarters of same-restaurant sales increases and built it into a highly profitable $2.7 billion business by providing genuine Italian food – when he arrived there was no olive oil in the menu. One of his favourite accomplishments was opening the Riserva di Fizzano restaurant in an 11th century village in Italy where he flew his chefs to train.

After Olive Garden he orchestrated a major turnaround at Burger King as CEO, reversing the company’s downward sales spiral and doubling profits by introducing dishes built on its traditional (and healthier) “flame grilled” style. As CEO of Romano’s Macaroni Grill, he led an initiative to improve the taste of the food while removing a total of 42,000 calories from the menu, reducing fat by 59% and sodium by 46%.

After that, Brad founded BLUM Enterprises, whose mission is to “provide good food for the planet” – food that tastes good, is good for you, makes you feel good, is good value and is good for the environment. It is these shared values, his friendship with John, and a love for our food, that attracted him to Leon.

Brad spends his free time driving racing cars – in 2005 he was in the top ten at the 2005 Rolex 24 Hours of Daytona. We think he looks a bit like Paul Newman.

Brad Blum, n o n - e x e c u t I v e D I R e c t o R

Megan started her adult life studying fine art in her home country of France, before moving to the UK to do an MA in design. She wrote her thesis on how packaging design could help people share their food and regenerate communal feasting. A stickler for function over form, she likes making things feel precious and loved.

She got a part-time bar job whilst studying and loved it – delving into the world of wine, dining out culture and restaurant branding. She joined Leon as manager of Ludgate Circus “to help promote wholesome goodness” after eight straight years of dishing out alcohol.

She was recently made Head of Brand. Her design sense, energy, love of food, and deep understanding of Leon are a potent mix.

She loves food but can’t follow a recipe... so enjoys setting the table whilst others cook.

Megan Bailey, H e a D o F b R a n D

Simon qualified as a chartered accountant with Ernst & Young, London, in 1992. He immediately transferred to Sydney, returning to London four years later as a Senior Manager in the Banking and Capital Markets Group. In 2003 he was able to merge his career with his copious coffee habit by joining Coffee Republic as Finance Director. Working with founder Bobby Hashemi he stabilised the business and returned it to growth.

In early 2007 Simon met John and Henry during the negotiations to sell a Coffee Republic on Strand, which became Leon’s fifth restaurant. Simon joined Leon in July 2007 and has helped the business grow to its current 13 restaurants. Simon is responsible for the unseen essentials of the business, including finance, property, legal affairs and the supply chain.

Sadly Simon has decided to leave the Leon family at the end of the summer, having been offered the position of Finance Director with Rex Restaurants, the owner of restaurants such as The Wolseley on Piccadilly. The search to find his replacement is well advanced and we look forward to welcoming his successor to the family soon. Simon will remain a shareholder and an avid Leon consumer.

Simon Drysdale, F I n a n c e D I R e c t o R

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Glenn started life in hotel management, before a stint in the US persuaded him that food businesses without accommodation were much more fun.

Immediately prior to coming to join us in the spring of last year, Glenn had spent 11 years working closely with Julian Metcalfe at Itsu. As Head of Operations he grew the business from one to 32 shops (from a revenue of £2 million to over £30 million). He simplified kitchen operations, designed new restaurants, and introduced a training and development structure. He streamlined their supply chain. He also spent two years heading up their brand and food development.

At Leon he runs all of the restaurants as well as coordinating our marketing (together with Megan, see above) and managing the relationship with our franchised restaurants.

He is a very talented man in many areas. He is also quite busy.

Toph is responsible for Leon’s food – for making it taste good and doing you good. He creates new dishes, tweaks old ones, and ensures the kitchens are able to produce them all to consistently high standards.

He got his love of food from his nan at an early age. She owned a café in the east end of London and cooked amazing, simple British food. It was a secret passion for most of his childhood, as he was sport mad and it all seemed a bit girly.

But he grew up and trained to be a professional chef at Westminster College. Following spells in a number of restaurants, Toph took a degree in Food Production, Development and Retailing at Bournemouth University, simultaneously setting up a hotel café bar on the seafront with friends.

He developed food for all sorts of people after graduation – Marks & Spencer, Waitrose, Pizza Hut and Debenhams among them – before joining Leon in 2011.

“I love the Leon value of blaming process and systems, not the people,”

g L e n n

“I felt on joining Leon that I was coming home. Using quality, natural ingredients in simple yet flavour-packed food, with sparks of innovation and sunshine,”

t o P H

t H e L e o n t e a m

Glenn Edwards, o P e R a t I o n S D I R e c t o R

Christopher “Toph” Ford, H e a D o F F o o D

James is responsible for making sure that all of our ingredients get to us at their best so they can get to you at their best. He was born in Yorkshire and has worked in food for ten years.

Before Leon, he worked with Simon at Coffee Republic and then spent a stint at Cineworld – where he was responsible, among other things, for buying over £30 million worth of popcorn a year. He is methodical, detailed and would walk a mile to save a few pennies. Nonetheless he likes the finer things in life, loves organising parties and understands the critical difference between cost and value – essential for sourcing at Leon.

James is a keen cook – a “recipe follower, not a risk-taker”. He lives in Stratford and has an obsession with the Olympics and the Westfield shopping centre that borders on the unhealthy. At Christmas he likes to work for charity and has worked for Crisis and Shelter collecting donations, working in homeless centres and helping out in the distribution centre.

James Lee-French, c o m m e R c I a L D I R e c t o R

Nickie is the straight-talking Scot on the team. Like Glenn, she started her life in hotels (she has a BA from Napier University in Edinburgh no less). She joined us in 2006. She had eaten at Leon in Spitalfields and loved the food and the energy – so she got in touch.

Starting as a manager at our Spitalfields restaurant, Nickie moved to Ludgate Circus before taking on all of the training across Leon earlier this year.

She drills our teams with an extraordinary combination of charisma and iron-fisted discipline.

Nickie Bartsch, H e a D o F t R a I n I n g

“After nearly 6 years with Leon, I enjoy the food more now than I did when I started,”

n I c k I e

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S a L e S o v e R t H e L a S t 4 y e a R S

L e o n F I n a n c I a L P e R F o R m a n c e

Leon Restaurants Limited opened its first restaurant on Carnaby Street in 2004 and with the opening of the King’s Cross restaurant in March 2012 and Heathrow Terminal 3 in May 2012 there are now 12 Leons across London and one in the Bluewater shopping centre in Kent. Leon Restaurants Limited is the operating and parent company of Leon Naturally Fast Food plc which will issue the Leon Bond. The following information shows that this measured expansion has increased sales each year and has helped to improve the performance of the Leon Group. We have also seen sizeable improvements in our cash generation since 2008.

The King’s Cross and Heathrow Terminal 3 Leons were opened in association with our new franchise partner, HMSHost, who are a transport location specialist operator and with whom we intend to open a number of Leons in airports and train stations in the UK. We believe that by partnering with the right franchisees who share our vision for quality, reasonably priced food produced quickly and ethically, we will grow the brand in a responsible way that benefits you, the people who eat with us, our suppliers, and those who work with us, without whom none of this would have been possible.

The tables to the right bear testament to the success of our vision and demonstrate, we believe, that you can still be successful while caring about nutrition and operating in a sustainable way. We’d love you to be a part of that and we hope that you would like to also.

14

12

10

8

6

4

2

02008 2009 2010 2011

14

12

10

8

6

4

2

02008 2009 2010 2011 2012

£ m I L L I o n S

* ebItDa stands for earnings before Interest tax Depreciation and amoritsation and is a good measure of cash flow generation.

turnover

cost of Sales

gross Profit

Restaurant operating costs

Restaurant ebItDa

administrative expenses

ebItDa (before pre-opening costs)

turnover

cost of Sales

gross Profit

Restaurant operating costs

Restaurant ebItDa

administrative expenses

ebItDa (before pre-opening costs)

7,825

2,379

5,446

5,149

297

870

(573)¹

9,340

2,970

6,369

5,253

1,116

833

283

10,268

2.956

7,312

5,896

1,416

1,005

410

12,050

3,404

8,647

7,248

1,399

957

442

4,643

1,378

3,266

2,854

412

311

100

4,864

1,299

3,565

2,799

766

443

324

S u m m a R y P R o F I t & L o S S a c c o u n t F o R y e a R S e n D e D D e c e m b e R

note 1: before exceptionals* extracted from audited accounts supplemented with further details.

2008*

£000

2009*

£000

2010*

£000

2011*

£000

unaudited management accounts5 months to may 2012

£000

(200)

600

(400)

(600)

(800)

400

200

02009 2010 2011

£ t H o u S a n D S

2008

g R o W t H I n n u m b e R o F R e S t a u R a n t S

F R o m 2 0 0 8 t o j u n e 2 0 1 2

e b I t D a * o v e R t H e L a S t 4 y e a R S

unaudited management accounts 5 months to may 2011

£000

You will see from the table below that the EBITDA before pre-opening costs for the period to May 2012 is over 3 times as much as for the same period last year. This is partly due to the franchise deal that we agreed with HMSHost from which we were able to recognise a one-off benefit in 2012 of £185,000 in addition to the on-going fees from the franchised restaurants.

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Why do you need the money?We regularly get requests from our Club Members to open new restaurants in new areas so that is what we’d like to do in a careful and considered way. At the same time we will also establish the not-for-profit Leon Foundation, the first initiative of which will be to set up an annual cookery school on the Dart for children with renal problems and their parents. We will also use a proportion of the money to reduce our borrowings. In future we may use the money to set up Leon outside the UK. All of these initiatives will bring us closer to our vision of making it easy for everybody to eat good food.

Why don’t you raise the money from the bank?We have approximately £1million in bank funding but it is quite difficult to raise funds from banks at the moment. We think that this way of raising money means we can let some of the people who eat with us regularly get involved in the business and give them the benefits, rather than handing those benefits over to a bank.

What happens if the bond is oversubscribed?The response from those members of the club who we sounded out on the idea, suggested that the Leon Bonds would be popular. If people want to invest more than the £1.5 million we had hoped to raise we will allocate the Leon Bonds on the basis of who lodged their application first. At the same

time, the Leon Bond is set up in such a way that we could raise more than the £1.5 million if we decided to.

What happens if the bond is undersubscribed?

If we don’t raise what we feel we need, we will return your money to you. Unfortunately we won’t be able to pay interest on any money we return to you but the response to date from Club Members has been so positive that we are confident we won’t have to do this.

How many Leon Bonds can I have?You can apply for £10,000 of Leon Bonds in multiples of £1,500, £3,000 or £5,000.

Can I change my mind?

Yes, provided you do so by 14th August 2012. You have the right to contact us to cancel your application at any time on or before 14th August 2012. If you contact us before then, we will refund your online payment by crossed cheque. If you wish to cancel your application, you should write to us at Leon Restaurants Limited, St Margaret’s House, 18-20 Southwark Street, London SE1 1TJ.

y o u R Q u e S t I o n S a n S W e R e D

What is the tax position?The £eon Pounds are taxable income for income tax and, for corporate Bondholders, corporation tax purposes. Leon is obliged to deduct basic rate income tax at source for income tax payers before crediting you with your £eon Pounds. The net figures shown in the summary of Bond options in the section “About the Leon Bond” are what you will receive. For corporate Leon Bondholders, as corporation tax payers are wholly responsible for their own tax affairs, they will be credited £eon Pounds without deduction at source by Leon. The gross figures shown in the summary of Leon Bond options are what corporate Bondholders will receive.

What are the tax consequences for me as a Leon Bondholder?We will make the necessary arrangements to deduct tax at source for income tax payers at the basic rate of income tax – so you won’t have to pay anything to the tax man if you are a basic rate income tax payer. Corporate Bondholders will be responsible for the corporation tax payable on their £eon Pounds. In either case, we strongly recommend that all applicants who are or might be liable for tax, especially higher rate income tax payers and corporation tax payers, consult their own independent financial advisers as there may be some further tax payable.

Would holding a Leon Bond mean that I have shares in Leon?No. A bond represents a loan to a company not shares in a company. Bonds are traditionally loans for a fixed period with a fixed rate of interest. Leon Bonds cannot be converted into shares. Leon Bonds are not secured on the assets of the company but are guaranteed by the parent company, Leon Restaurants Limited. This means if the Company is not in a position to redeem the Leon Bonds when it should, Leon will step into its shoes and redeem the Leon Bonds (to the extent it is able). Further details of the guarantee can be found at paragraph 13 of the section titled “Leon Bond Instrument” on page 25.

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Can I invest a smaller amount than the £1,500 bond?Sadly this is the smallest amount that we can administer efficiently. We would have loved to open up participation more broadly.

Can I pay for the Leon Bond in instalments?Unfortunately, no. All Leon Bonds must be paid for in full upon application.

I’d like to take up a £eon Bond so what do I do next?Please fill in the online application at www.leonrestaurants.co.uk/theleonbond, and pay no later than 5pm on 31st July 2012. You will be advised in writing of acceptance of your Leon Bond application no later than 17th August 2012 and your first full year’s worth of £eon Pounds and a Leon Bond Certificate will be sent at the same time.

Do I need to bank online to apply for a bond?No. Payment for Leon Bonds can be by debit card on a dedicated website or by bank transfer.

Do I need to discuss this with an independent financial adviser?We would strongly recommend you do so.

I still have more questions, how can I have them answered?If they concern your personal investment portfolio, you should put them to your own independent financial adviser. If they concern the terms of the Leon Bond itself please email us at theleonbond@leonrestaurants.co.uk. We will endeavour to respond within 48 hours of receipt.

When can I get my money out?You can get your investment back in full after the initial term of three years, which is the minimum commitment. After that, and on each anniversary of your initial application, you will be entitled to all of your investment back, without charges or deductions. Or you can choose to hold onto your Leon Bonds.

Can I sell or give my Leon Bond to someone else?No. Leon Bonds are designed to be a personal investment and therefore are not transferable. However, you can give your £eon Pounds to any one you love. To make it easier for you, £eon Pound Cards will be pre-loaded with either 50 £eon Pounds or 20 £eon Pounds. We will send you the relevant number of £eon Pound Cards to make sure you receive all the £eon Pounds which you are entitled to.

What happens if I die while I hold a Leon Bond?

It is a terrible thought, but of course your estate could redeem your Leon Bond early.

How do I redeem my Leon Bond?You simply complete the Notice of Redemption on the reverse of your Leon Bond Certificate and send it to us six months prior to the redemption date (being the end of the three-year initial term, namely 31st July 2015, or any anniversary thereafter). We will despatch the payment within seven days

of the redemption date. If you lose your Leon Bond Certificate, let us know and we will either replace it or send you a form to use for redemption at the appropriate time, subject to completion of an indemnity and payment of an administration fee.

Can Leon redeem my Leon Bonds?We have the right to redeem some or all of the Leon Bonds at any time (whether before or after the initial three-year term). If we do this, we will pay you back an additional 1% in £eon Pounds on the funds you invested when we return the money.

Is the rate of return fixed?Yes. No matter how long your funds remain invested in your Leon Bonds the rate of return will not change.

When will I start to get my £eon Pounds and how often?You will be sent your first full year’s worth of £eon Pounds by 17th August 2012 for the period beginning 1st August 2012. You will then receive a further full year’s worth of £eon Pounds on 1st August in each year you hold the Leon Bond.

Can my company invest to give £eon Pounds to people who work for us?Yes, you can invest as a company or as a person.

y o u R Q u e S t I o n S a n S W e R e D

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A. RISK FACTORS YOU SHOULD KNOW ABOUT

In addition to the other information in this Invitation, you should consider the following specific factors carefully when deciding whether or not to invest in Leon Bonds. If you are in any doubt about the contents of this Invitation or the action you should take, you are strongly recommended to consult a professional adviser authorised under FSMA who specialises in advising on investments in bonds, shares and other securities.

An investment in Leon Bonds is speculative and involves a degree of risk. You should be aware that you may not realise your initial investment. The Company believes the following risks are the most significant for potential investors. These risks do not necessarily comprise all those associated with an investment in Leon Bonds and are not intended to be presented in any assumed order or priority. In particular, the performance of the Leon Group may be affected by changes in legal, regulatory and tax requirements in the UK as well as overall global financial conditions.

Non-transferable (save on death)Leon Bonds cannot be transferred (save for transmission on death) and no application will be made for the Leon Bonds to be admitted to listing or trading on any capital market. It may not be possible for a Bondholder to obtain reliable information about the risks to which Leon Bonds are exposed.

Use of proceeds by other companiesThe proceeds from the Leon Bonds may be invested or loaned to other companies within the Leon Group. For example, a sister company may be established to launch Leon in America or expand the Leon franchising wing.

No certainty of repaymentThe Leon Bonds will be an unsecured debt of the Company and will rank behind any secured bank borrowings of the Leon Group. There is no certainty or guarantee that the Company and/or Leon Restaurants Limited (who is acting as the Company’s guarantor) will be able to repay the Leon Bonds. If the Company is not in a position to redeem the Leon Bonds when it should, Leon will step into its shoes and redeem the Leon Bonds (to the extent it is able). If the Company, Leon Restaurants Limited or any other member of the Leon Group were to become insolvent, there is a risk that some or all of the Leon Bonds will not be repaid and also a risk that some or all of the return due on the Leon Bonds will not be paid.

SuitabilityLeon Bonds may not be a suitable investment for everyone.

Financial Services Compensation SchemeLeon Bonds are not covered by the Financial Services Compensation Scheme.

Bondholders should seek their own tax adviceBondholders should seek their own tax advice as to the consequences of owning Leon Bonds 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 Leon Bonds and no member of the Leon Group will be responsible for any such tax consequences.

Interest rate and inflationary riskLeon Bonds are three year unsecured fixed rate obligations and as such will not benefit from any subsequent increases in market interest rates. Similarly, if retail selling prices increase the purchasing power of £eon Pounds may be reduced.

Death of a bondholderIn the case of death of a Bondholder or of any other event giving rise to the transmission of Leon Bonds by operation of law, the only persons recognised by the Company as having any title to such Leon Bonds of such Bondholder are the executors or administrators of that deceased Bondholder’s estate or such other person or persons as the directors of the Company may reasonably determine. Any person becoming entitled to Leon Bonds as a result of such transmission may, upon producing such evidence as reasonably required by the directors of the Company, be registered as the holder of such Leon Bonds and such person will also be entitled to require the early redemption of the Leon Bonds.

£eon PoundsThe return due on the Leon Bonds will be paid in £eon Pounds. £eon Pounds will be held by Bondholders in accordance with the terms and conditions of the £eon Pounds (which will be available on our website in due course) and may be applied against the total cost of any purchase at Leon Restaurants – food, books or anything else. The £eon Pounds will be credited and sent to Bondholders by first class mail on 1st August of each year. £eon Pounds expire five years after they are issued.

Prize drawsBondholders will automatically be entered into free seasonal prize draws. The prize draws will be held in accordance with the prize draw terms and conditions (which are available on our website). The Company reserves the right to amend or vary the prize draw terms and conditions.

The marketLeon faces competition from other restaurants and food shops and, as a result, we could be affected by the competitive pressures that result. It is possible that recessionary pressures and other economic factors (such as rising interest rates, tax increases and falling house prices) may decrease the disposable income that customers have available to spend on eating out and/or adversely affect customers’ confidence and willingness to spend. This could lead to a reduction in our revenues.

The foregoing factors are not exhaustive, and do not purport to be a complete explanation of all the risks and significant considerations involved in investing in the Leon Bonds. Accordingly and as noted above, additional risks and uncertainties not presently known to the Company or the Company currently deem immaterial, may also have an adverse effect on the Company’s prospects.

B. TERMS AND CONDITIONSThis Invitation and/or your participation in the application of Leon Bonds is conditional upon and subject to:

• the Company having received applications from potential investors for subscription of Leon Bonds amounting to, in aggregate, not less than £500,000 (or such lesser amount as the Company may decide in its absolute discretion) by not later than 5pm on 31st July 2012;

• your online application being submitted together and matched with online payment by not later than 5pm on 31st July 2012; and

• the Company having accepted your application in whole or in part (up to a maximum value of £10,000) in multiples of £1,500, £3,000 or £5,000 Leon Bonds.

You have the right to contact us to cancel your application at any time on or before 14th August 2012. If you contact us before then, we will refund your online payment by crossed cheque. If you wish to cancel your application, you should write to us at Leon Restaurants Limited, St Margaret’s House, 18-20 Southwark Street, London SE1 1TJ.

You will be making your application on the terms and conditions contained in this Invitation Document and the Leon Bond Instrument. In particular, by making your application, you will be deemed to acknowledge and confirm 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 any member of the Leon Group in relation to the Leon Group other than as contained in this Invitation Document and the Leon Bond

t H e L e g a L S

Instrument and that, accordingly, no member of the Leon Group or their respective directors, officers, agents, employees or advisers or any person acting on behalf of any of them shall have any responsibility for any such other information or representation;

• you are not relying on any member of the Leon Group or Reeves to advise whether or not Leon Bonds are a suitable investment for you;

• you are either (i) an individual who is 18 years old or more at the date of making your application and who is resident in the UK; or (ii) a company resident in the UK for corporation tax purposes and which is not prevented by the laws of its governing jurisdiction or place of incorporation from applying for or holding Leon Bonds;

• you are entitled to make your application and to be issued with Leon Bonds in respect thereof under the laws and rules of any governmental bodies located in any jurisdictions which apply to you;

• you are aware that it is your responsibility to seek advice from someone who specialises in advising on investments;

• you are not entitled to be paid any commission in relation to your application;

• all certificates, documents and monies sent to you by or on behalf of the Company or any documents or monies you send to the Company are sent at your risk;

• you and funds under your management are not engaged in money laundering;

• you are making your application on your own behalf and for no other person;

• the Company, their representative members, directors, employees, agents and advisers will rely upon the truth and accuracy or the confirmations, acknowledgements and representations contained in this Invitation Document and the application;

• your application is in English and the Leon Group will only write and communicate with you in English;

• you have no access to any out-of-court complaint or redress mechanism in relation to your application; and

• the Company accepts no liability for any inaccuracies in your application or for any late or failed delivery of your application.

Nothing in this Invitation Document, the Leon Bond Instrument or application will restrict the

Company’s liability for fraud.

MONEY LAUNDERINGIt is also a term of any application that the Company or Neville Registrars Limited may, in their absolute discretion, require verification of an applicant’s identity to the extent that an applicant has not already provided the same. Pending the provision of evidence of identity, Leon Bonds applied for hereunder may not be issued at the absolute discretion of the Company or Neville Registrars Limited. If within a reasonable time after a request for verification of identity, satisfactory evidence has not been supplied, the Company may, at its absolute discretion, terminate an application in which event, any subscription monies will be returned to the applicant without interest and at your risk.

JURISDICTIONThe making of applications, acceptances of applications and contracts resulting therefrom under this Invitation shall be governed by and construed in accordance with English law and the parties submit to the exclusive jurisdiction of the English courts.

C. THE APPLICATION PROCESSIf, after carefully reading this Invitation Document, you wish to make an application please go to www.leonrestaurants.co.uk/theleonbond and fill in your details. You can pay by debit card or bank transfer. You need to apply and pay by no later than 5pm on 31st July 2012.Please note that the decision to accept your application (in multiples of £1,500, £3,000 or £5,000 Leon Bonds up to a maximum of £10,000) is at the sole and unreserved discretion of the Company. Therefore, the Company may accept your application in respect of part only of the Leon Bonds applied for in your application (in which case the balance of the amount paid by you in respect of Leon Bonds which were not issued to you would be repaid to you without interest at your risk).You will be advised in writing if your application has been successful by 17th August 2012 and, in the event that your application has been successful we will send you a Leon Bond Certificate in respect of each of your Leon Bonds.If your application is not successful or we don’t raise enough to go ahead with the Leon Bonds, the amount paid by you would be repaid without interest and at your risk.

D. EXPECTED TIMETABLE OF PRINCIPAL EVENTSPublication of this Invitation Document: Monday 25th June 2012Latest time and date for receipt of a completed application and online payment: 5pm on Tuesday 31st July 2012

Despatch of Leon Bond Certificates and initial £eon Pounds Cards by Friday 17th August 2012

E. THE LEON BOND INSTRUMENTThe Leon Bonds are constituted by, and will be issued subject to and with the benefit of the Leon Bond Instrument. Bondholders will be bound by all the terms and conditions set out in the Leon Bond Instrument. The terms and conditions attached to the Leon Bonds are set out below.

1. Definitions and InterpretationIn the Leon Bond Instrument, in addition to the terms contained in the glossary of page 29 of this Invitation Document, the following expressions have the following meanings, except where the context otherwise requires:

“Business Day” a day other than a Saturday or a Sunday on which banks are open for business in London;

“Default Event” has the meaning given to that term in paragraph 6.1;

“Directors” the board of directors of the Company from time to time;

“Extraordinary Resolution” a resolution passed at a meeting of the Leon Bondholders duly convened and passed by a majority consisting of not less than three-fourths of the votes cast, whether on a show of hands or on a poll;

“£eon Pound Card” the prepayment card issued by Leon to be loaded with £eon Pounds for future purchases of Leon goods and services;

“Leon Return” subject to paragraph 3.2:

(a) 120 £eon Pounds (if you are a personal Bondholder) or 150 £eon Pounds (if you are a corporate Bondholder) in advance per annum, if the principal amount of the Leon Bond is £1,500;

(b) 300 £eon Pounds (if you are a personal Bondholder) or 375 £eon Pounds (if you are a corporate Bondholder) in advance per annum, if the principal amount of the Leon Bond is £3,000; and

(c) 600 £eon Pounds (if you are a personal Bondholder) or 750 £eon Pounds (if you are a corporate Bondholder) in advance per annum, if the principal amount of the Leon Bond is £5,000;

“Outstanding Amount” the aggregate principal amount of the Leon Bonds outstanding at any time;

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“Payment Date” 1 August in each year up until such date on which the Leon Bonds are redeemed;

“Register” the register of Bondholders maintained by the Company’s registrar as provided for in paragraph 11;

“Registered Office” the registered office of the Company from time to time;

“Repayment Date” subject to repayment by the Company in accordance with the terms of the Leon Bond Instrument, the later of:

(a) 31st July 2015 provided that the Bondholder has completed and returned to the Company the notice of redemption on the reverse of the Bond certificate six months prior to the relevant Repayment Date in accordance with paragraph 4.1; or

(b) 31st July in any subsequent year (or if such date does not fall on a Business Day, the next Business Day) provided that the Bondholder has completed and returned to the Company the notice of redemption on the reverse of the Bond certificate six months prior to the relevant Repayment Date in accordance with paragraph 4.1.

2. Amount and Status of Leon Bonds2.1 The aggregate principal amount of the Leon

Bonds is limited to £1,500,000 save that the Directors have the right to increase the aggregate principal amount of the Leon Bonds up to £3,500,000 subject to demand.

2.2 The Leon Bonds shall only be capable of being issued in multiples of £1,500, £3,000 and £5,000 in principal amount and the maximum amount of Leon Bonds that can be issued to one Bondholder is £10,000.

2.3 The Leon Bonds shall not be issued or registered in the names of more than one Bondholder.

2.4 Subject to the terms of the Leon Bond Instrument, the whole of the Leon Bonds as and when issued shall rank pari passu equally and rateably without discrimination or preference.

2.5 The Leon Bonds 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 such exchange or market for the listing of, or for permission to deal in, the Leon Bonds.

3. Leon Return

3.1 The Company shall procure that, for every Leon Bond issued to a Bondholder that has not been redeemed, £eon Pound Cards shall be sent to that Bondholder at the address for that Bondholder held on the Register within 20 Business Days of each

Payment Date. The £eon Pound Cards will, in aggregate, be loaded with the relevant Leon Return. Bondholders will not receive their Leon Return in cash.

3.2 If the date a Leon Bond is issued is not a Payment Date, the Company shall procure that, at its discretion, either:

3.2.1 £eon Pound Cards are sent to Bondholders within 20 Business Days of the date the Leon Bond is issued loaded with an aggregate pro rata amount of £eon Pounds for the period from the date that Leon Bond is issued to the next Payment Date; or

3.2.2 the Leon Return to be paid in respect of that Leon Bond on the next Payment Date shall include an additional pro rata amount of £eon Pounds for the period from the date on which that Leon Bond was issued to the relevant Payment Date.

3.3 Instead of sending £eon Pound Cards, the Company may, at its discretion, send such number of Leon gift vouchers equal to the relevant Leon Return to Leon Bondholders.

4. Redemption of Leon Bonds

4.1 All Leon Bonds, to the extent not previously repaid by the Company before the relevant Repayment Date, will be redeemed by the Company on the Repayment Date, at par, provided that the Bondholder completes the notice of redemption on the reverse of the Leon Bond Certificate and returns the same to the Company in accordance with the instructions printed thereon so as to be received by the Company at least six months prior to the relevant Repayment Date.

4.2 All payments of principal in respect of the Leon Bonds and the issue of the £eon Pound Cards in respect of the Leon Return by or on behalf of the Company shall be made at the Bondholder’s risk:

4.2.1 by cheque in favour of the Bondholder at the address held for that Bondholder on the Register (in respect of the payment of any principal in respect of the Leon Bonds); and

4.2.2 free and clear of, and without withholding or deduction for, any 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 Company shall make such 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 Company shall not be required to increase or gross-up any payment of principal or Leon Return made hereunder.

4.3 All Leon Bonds redeemed by the Company

pursuant to the terms of the Leon Bond Instrument will be cancelled and will not be available for reissue.

4.4 In the event that any tax has been paid in respect of the Leon Return, the Company will make available to Bondholders on a website as soon as reasonably practicable electronic certificates of deduction of tax in respect of the tax deducted or withheld.

5. Early redemption of Leon Bonds

5.1 In addition to paragraph 6.1, the Company will be entitled to redeem any or all of the principal amount of the Leon Bonds at any time.

5.2 In the event of early redemption under paragraph 5.1, the Company shall procure that, for every Leon Bond being redeemed, additional £eon Pound Cards shall be sent to each Bondholder at the relevant address held on the Register within 20 Business Days of redemption. The £eon Pound Card will be loaded, in aggregate, with an amount of £eon Pounds equal to one (1) per cent. of the Outstanding Amount held by such Bondholder being redeemed.

6. Default Events

6.1 Notwithstanding paragraphs 4 and 5 and subject to paragraph 6.2, all outstanding Leon Bonds shall become immediately repayable, at the option of a Bondholder, at par, on the happening of any of the following events (each a “Default Event”):

6.1.1 an order is made or an effective resolution passed for winding-up or liquidation of the Company (otherwise than for the purposes of or in the course of a solvent re-organisation, reconstruction or amalgamation); or

6.1.2 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 Company 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 Company is contesting such possession or appointment in good faith and diligently; or

6.1.3 any administration order has been made in respect of the Company; or

6.1.4 any procedure or step analogous to the events set out in paragraph 6.1.1 to 6.1.3 is taken in any relevant jurisdiction.

6.2 The Company 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 does not exercise its right of repayment of the Outstanding Amount

pursuant to paragraph 6.1, the Leon Bonds held by such Bondholder shall remain outstanding.

7. Non-Conversion

Neither the principal amount of the Leon Bonds nor the Leon Return shall be capable of conversion into shares or other securities in the Company or Leon.

8. Leon Certificates

8.1 The Leon Bond Certificates will be in the form or substantially in the form set out in the Schedule to the Leon Bond Instrument.

8.2 The Company will recognise the Bondholder entered on the Register as the absolute owner of the Leon Bonds. The Company is not bound to take notice or see to the execution of any trust, whether express, implied or constructive, to which any Leon Bonds may be subject.

8.3 If any Bondholder’s Leon Bonds are to be redeemed under any of the provisions of the Leon Bond Instrument, the Bondholder shall deliver up to the Company (at the Registered Office or such other location specified by the Company) the Leon Bond Certificate(s) for the Leon Bonds which are to be redeemed (with the notice of redemption duly completed) in order that the same may be cancelled and, upon such delivery, the Company shall pay the relevant redemption amount to the Bondholder.

8.4 If any Leon Bonds are to be redeemed under any of the provisions of the Leon Bond Instrument and a Bondholder fails to or refuses to deliver up the Leon Bond Certificate(s) for such Leon Bonds at the time and place fixed for the redemption of such Leon Bonds (with the notice of redemption duly completed), then the Company 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 Company in trust for the Bondholder (but without interest (save as may accrue in such account on such amount)) and such setting aside shall be deemed, for all purposes of these conditions, to be a payment to the Bondholder and the Company shall thereby be discharged from all obligations in connection with such Leon Bonds. If the Company shall place such amount on deposit at a bank, the Company shall not be responsible for the safe custody of such amount or for any interest accruing on such amount in such account.

8.5 If any Leon Bond Certificate is lost, stolen or mutilated, defaced or destroyed, it may be replaced at the Registered Office, subject to all applicable laws, upon such terms as the Directors may reasonably require.

9. Transfer

Leon Bonds are not transferable in whole or

in part and neither the Company nor its Directors shall approve, or arrange or participate in any transfer of Leon Bonds whether by registration or otherwise.

10. Transmission

10.1 Any person becoming entitled to Leon Bonds as a result of the death or bankruptcy of a holder of Leon Bonds or of any other event giving rise to the transmission of such Leon Bonds by operation of law may, upon producing such evidence as reasonably required by the Directors of the Company and surrendering the relevant Leon Bond Certificate, be registered as the holder of such Leon Bonds.

10.2 In the case of death of a registered holder of Leon Bonds, the only persons recognised by the Company as having any title to the Leon Bonds are the personal representatives of a deceased sole registered holder of the relevant Leon Bonds or such other person or persons as the Directors of the Company may reasonably determine and the personal representatives will be entitled to require repayment of the principal amount of the Leon Bonds at par in accordance with the terms of the Leon Bond Instrument.

11. Register of the Leon Bond

11.1 The Company’s registrars will at all times keep at the Registered Office, or at such other place as the Company may have appointed for the purpose, a register showing:

11.1.1 the principal amount of the Leon Bonds held by the Bondholder;

11.1.2 the certificate number of each Leon Bond issued;

11.1.3 the date of issue and all transmissions of ownership; and

11.1.4 the name and address of the Bondholder.

11.2 The Bondholder may at all reasonable times during office hours inspect his/her details entered in the Register and take copies of those details from the Register.

11.3 The Register may be closed by the Company for such periods and at such times as it thinks fit but not for more than thirty (30) Business Days in any calendar year.

11.4 Any change of name or address on the part of the Bondholder must be notified to the Company in writing and signed and the Register will be altered accordingly.

12. Further issues of Leon Bond

The Company may from time to time without the consent of the Bondholders create and issue further Leon Bonds having the same terms and conditions as the outstanding

Leon Bonds and so that such further issues shall be consolidated and form a single series with the then outstanding Leon Bonds.

13. Guarantee

13.1 Leon Restaurants Limited unconditionally and irrevocably guarantees the obligations of Leon Naturally Fast Food plc (which is the subsidiary of Leon Restaurants Limited issuing the Leon Bond) under the Bond Instrument. This means if the Company is not in a position to redeem the Leon Bonds when it should, Leon will step into its shoes and redeem the Leon Bonds (to the extent it is able). Therefore, Leon Restaurants Limited unconditionally and irrevocably guarantees to each of the Bondholders from time to time that if, for any reason whatsoever, the Outstanding Amount on his or its outstanding Leon Bonds (or any part of it) is not paid in full by the Company or the relevant £eon Pound Card(s) are not issued within seven (7) days of the due date it shall (subject to the limitations set out in this guarantee), on demand in writing by such Bondholder, pay to him such sum as shall be equal to the amount in respect of which such default has been made, provided that Leon’s maximum aggregate liability under this guarantee shall not exceed an amount equal to the aggregate of the Outstanding Amount and Leon Return(s) due to such Bondholder.

13.2 Upon payment in full by Leon of the Outstanding Amount of any outstanding Leon Bonds, such Leon Bonds shall be deemed to have been repaid and cancelled and no further £eon Pound Cards shall be issued in respect of those Leon Bonds.

13.3 Leon shall be liable as if it were a principal debtor for all monies or money’s worth payable pursuant to the Leon Bond Instrument (notwithstanding that, as between the Company and Leon, Leon is a surety only) and shall not be exonerated or discharged from liability under this guarantee:

13.3.1 by time or indulgence being given to, or any arrangement or alteration of terms being made with, the Company; or

13.3.2 by the liquidation, whether voluntary or compulsory, of the Company or by the appointment of an administrative receiver or an administrator in relation to the Company or its assets; or

13.3.3 by any act, omission, matter or thing whatsoever whereby Leon, as surety only, would or might have been so exonerated or discharged.

13.4 Each of the covenants and guarantees contained in this paragraph 13 shall be a continuing covenant and guarantee binding on Leon, and shall remain in operation until the Outstanding Amount of the outstanding Leon Bonds has been fully paid or satisfied.

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13.5 This paragraph 13 shall be deemed to contain, as a separate and independent stipulation, a provision to the effect that any sums of money or money’s worth which may not be recoverable from Leon by virtue of a guarantee (whether by reason of any legal limitation, disability, incapacity or any other fact or circumstance and whether known to the Bondholders or not) shall nevertheless be recoverable from Leon by way of indemnity. Notwithstanding anything to the contrary set out in the Leon Bond Instrument, the maximum aggregate liability of Leon under this guarantee shall not exceed an amount equal to the aggregate Outstanding Amounts and Leon Return(s) due to Bondholders.

13.6 Each Bondholder shall be entitled to determine from time to time when to enforce this guarantee as regards his outstanding Leon Bonds and may from time to time make any arrangements or compromise with Leon in relation to the guarantee given by this paragraph 13 which such Bondholder may think expedient and/or in his own interest.

13.7 Any payment to be made by Leon under the Leon Bond Instrument shall be made without regard to any lien, right of set-off, counterclaim or other analogous right to which Leon may be, or claim to be, entitled against any Bondholder.

13.8 Payment by Leon to any Bondholder made in accordance with this paragraph 13 shall be deemed a valid payment for all purposes of this paragraph 13 and shall discharge Leon from its liability under this paragraph 13 to the extent of the payment, and Leon shall not be concerned to see to the application of any such payment.

13.9 In relation to any demand made by a Bondholder for payment by Leon pursuant to this paragraph 13, such demand shall be in writing and shall be accompanied by the relevant Leon Bond Certificate (with the notice of redemption duly completed) and shall state:

13.9.1 the full name and registered address of such Bondholder and the Outstanding Amount which is claimed;

13.9.2 that none of the Leon Bonds in respect of which such demand is made has been cancelled, redeemed or repaid by the Company;

13.9.3 that the sum demanded is due and payable by the Company, that all conditions and demands prerequisite to the Company’s obligations in relation to those Leon Bonds have been fulfilled and made, that any grace period relating to those obligations has elapsed and that the Company has failed to pay the sum demanded;

13.9.4 the date on which payment of the Outstanding Amount (or part thereof in respect of which the demand is made)

should have been made to the Bondholder by the Company; and

13.9.5 the address to which payment by cheque is to be sent at the Bondholder’s risk.

13.10 Leon may rely on any demand or other document or information appearing on its face to be genuine and correct, and to have been signed or communicated by the person by whom it purports to be signed or communicated. Leon shall not be liable for the consequences of such reliance and shall have no obligation to verify that the facts or matters stated in any such demand, document or information are true and correct.

14. Warranties and Undertakings

14.1 The Company undertakes to the Bondholder that:

14.1.1 it will perform and observe the obligations imposed on it by the Leon Bond Instrument;

14.1.2 it will comply with the provisions of the Leon Bond Certificates; and

14.1.3 the Leon Bonds are held subject to and with the benefit of the terms and conditions set out in the Leon Bond Instrument and are binding on the Company.

14.2 The Company and Leon severally warrant to the Bondholder on the date of the Leon Bond Instrument that:

14.2.1 (in case of the Company only) it has the power and authority to issue the Leon Bonds and to exercise its rights and perform its obligations under the Leon Bonds;

14.2.2 it has the power and authority to enter into the Leon Bond Instrument and to exercise its rights and perform its obligations under the Leon Bond Instrument;

14.2.3 it has taken all necessary corporate, shareholder and other action to authorise the execution, delivery and performance of the Leon Bond Instrument; and

14.2.4 it has been duly incorporated under the laws of England and Wales.

15. VARIATION

15.1 All or any of the rights for the time being attached to the Leon Bonds may from time to time (whether or not the Company is being wound up) be altered or abrogated with the sanction of an Extraordinary Resolution. All the provisions of the Company’s articles of association as to general meetings shall apply as though the Leon Bonds were a class of shares forming part of the capital of the Company (which includes the right to receive notice of, attend, vote and speak at such meeting (which will be held on at least 14 days

notice)), but so that:

15.1.1 the necessary quorum shall be two Leon Bondholders (present in person or by proxy);

15.1.2 every Leon Bondholder present in person at any such meeting shall be entitled on a show of hands to one vote and every such Leon Bondholder present in person or by proxy shall be entitled on a poll to one vote for each Leon Bond which he holds;

15.1.3 Leon Bondholders present in person or by proxy may demand or join in demanding a poll; and

15.1.4 if at any adjourned meeting a quorum as above defined is not present, Leon Bondholders then present in person or by proxy shall be a quorum.

15.2 Any such alteration or abrogation approved as aforesaid shall be effected by a written instrument executed by the Company and expressed to be supplemental to the Leon Bond Instrument. Modifications to the Leon Bond Instrument which are of a formal, minor or technical nature, or made to correct a manifest error, and which do not materially adversely affect the interests of the Leon Bondholders, may be effected without the sanction of an Extraordinary Resolution and expressed to be supplemental to the Leon Bond Instrument and notice of such alteration or abrogation or modification shall be given by the Company to the Leon Bondholders as soon as reasonably practicable.

L e o n & I t S a D v I S e R S

The CompanyLeon Naturally Fast Food plc

The GuarantorLeon Restaurants Limited

both of4th FloorSt Margaret’s House18-20 Southwark StreetLondonSE1 1TJ

Financial AdviserReeves Financial Planning LimitedThird Floor24 Chiswell StreetLondonEC1Y 4YX

Registrars and Receiving AgentsNeville Registrars LimitedNeville House18 Laurel LaneHalesowenB63 3DA

Legal AdvisersLawrence Graham LLP4 More London RiversideLondonSE1 2AU

AuditorsRees Pollock35 New Bridge StreetLondonEC4V 6BW

29

g L o S S a R y

The following definitions apply to this Invitation Document (unless the context otherwise requires):

“Club Member” a member of the Leon Club

“Company” Leon Naturally Fast Food plc, a company incorporated in England and Wales with registration number 8106329 registered office is at 4th floor St Margarets House 18-20 Southwark Street London SE1 1TJ

“FSA” the UK Financial Services Authority, or any successor authority

“FSMA” the UK Financial Services and Markets Act 2000 (as amended)

“Invitation” the invitation to apply for Leon Bonds, on the terms and conditions set out in this Invitation Document

“Leon” Leon Restaurants Limited

“Leon Bonds” or “Bonds” the non-convertible non-transferable bonds of the Company constituted by the Leon Bond Instrument

“Leon Bondholders” or “Bondholders” holders of Leon Bonds

“Leon Bond Instrument” the instrument of the Company and Leon (acting as guarantor) dated 25 June 2012 constituting the Leon Bonds, copies of which are available at www.leonrestaurants.co.uk/theleonbond

“Leon Bond Certificate” a certificate evidencing title to the Leon Bonds

“Leon Group” Leon and its subsidiaries (including the Company)

“£eon Pounds” a notional currency equivalent, at all times, to pounds sterling which can be redeemed in Leon stores by making purchases of Leon goods and services

“Reeves” Reeves Financial Planning Limited

Joseph, Liza, Henry & Edmund in France, 1977 Claire in Violet Cafe Allegra, 1976

George, 2011 Leon, Old Compton Street, 2011 Henry with his dad, Lanzarote, 1975

Lisa and Anita, Mallorca 1973 Maggie at the Leon Pie Fest, 2010Georgia and her Mum, 1972

Jossy on Dartmoor, 1978One of Petra’s cakes Marion and John in Tollesbury 1972 Liza, Sadie, Kate & Joseph, August 1980 Tom Herbert, 1984 Molly, Liza, Emma, Jossy, Kate, Henry & Anna, 1976

George, 2011Cookbook library at Leon Old Compton StreetAnita’s birthday, 1975

Petra, Jeremy, Mima and Hattie, 1978

Johnny, aged oneLeon, Nita, Tim, Marion & Joe, Portugal 1964 Claire at the Leon Pie Fest, 2010

Jo Jo and Katherine, 1977Leon on his ship of the desert 1959