www.providencebonds.com

INVITATION DOCUMENTTHE PROVIDENCE BOND

3Many people tend to skip the small print. Please dont. All investment involves risk.

We want you to be sure that you understand the particular risks involved here

and make a decision that is right for you in light of your personal circumstances.

If you are in any doubt about the action you should take or the contents of

this document, you should contact your professional adviser authorised by the

Financial Conduct Authority (FCA) to conduct investment business and who

specialises in advising on investments in shares, bonds and other securities,

including unlisted securities.

This document (the Invitation or Invitation Document) constitutes an invitation

to subscribe for secured bonds (Providence Bonds) issued by Providence Bonds

II PLC (the Company) on the terms and conditions set out in this Invitation.

Investors should not subscribe for any of the bonds referred to in this Invitation

Document except on the basis of the information published in this Invitation and

the instrument dated 19th June 2015 constituting the Providence Bonds of the

Company (the Bond Instrument) set out on page 24 onwards of this Invitation

Document.

Your attention is particularly drawn to the Risk Factors which are set out on

pages 16 and 17 of this Invitation. Prospective investors should consider carefully

whether an investment in Providence Bonds would be suitable for them in the

light of their personal circumstances. Providence Bonds are a secured debt of the

Company but are not freely transferable or negotiable on the capital markets and

no application is to be made for the Providence Bonds to be admitted to listing

or trading on any market.

Providence Bonds may not therefore be a suitable investment for all recipients of

this Invitation. Investment in unquoted securities of this nature, being an illiquid

investment, is speculative, involving a degree of risk. Other than in exceptional

circumstances, it will not be possible to sell or realise the Providence Bonds

before they mature or to obtain reliable information about the risks to which

they are exposed. Providence Bonds are a debt of the Company secured over all

of its assets and undertakings under a debenture constituting fixed and floating

charge security and guaranteed by the Companys parent company, Providence

Global Ltd (Guarantor). However, there can be no certainty or guarantee that any

realisation of such assets through the enforcement of such security or that the

enforcement of the guarantee will be sufficient to enable the Company, or as the

case may be, the Guarantor, to repay the Providence Bonds or the Companys

liabilities thereunder.

This Invitation, which is a financial promotion for the purposes of Section 21 of

the Financial Services and Markets Act 2000 (FSMA), is issued by the Company,

which accepts responsibility for the information contained herein. This document

has been approved as a financial promotion for UK publication by Independent

Portfolio Managers Ltd (IPM) of 5th Floor, Becket House, 36 Old Jewry, London

EC2R 8DD, UK, which is authorised by the Financial Conduct Authority to conduct

investment business. IPM is registered on the Financial Conduct Authoritys

Register with registered number 184115.

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 FCA apply. Therefore, this Invitation and the Instrument

have not been approved by the FCA or any other regulatory body.

You should ensure that you have read and understood all of this Invitation

Document before applying for Providence Bonds. This Invitation is only directed

at persons certified as high net worth investors, restricted retail investors or

advised retail investors or investors who are self-certified as sophisticated

investors in accordance with FCA rules.

If you are in any doubt as to the contents of this Invitation, or whether subscribing

for Providence Bonds is a suitable investment for you, you should seek your own

independent advice from an appropriately qualified adviser authorised under the

FCA and who specialises in advising on the acquisition of unlisted securities.

This Invitation Document does not constitute an offer to sell, or the solicitation

of an offer to buy, Providence 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. Providence 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 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.

The Security Trustee shall not accept any responsibility for, or be liable for, the

adequacy, accuracy or completeness of any information (whether relating to

the financial condition or tax status of the Company or otherwise) supplied by

the Company and contained in this document. The Security Trustee shall have

no obligation to, and does not undertake to, make any investigations into the

financial condition of the Company at any time at which any of the Providence

Bonds are outstanding. The Security Trustee shall have no duty to advise any

Bondholder of any information (whether financial or otherwise) relating to

the Company which may come to its attention at any time at which any of the

Providence Bonds are outstanding.

Communications sent by you to the Receiving Agent shall be treated as delivered

to it on the day of actual receipt by the Receiving Agent. All documents, payments

or electronic information and communications sent by, to or from you or on your

behalf will be sent entirely at your own risk.

This section is important and requires your attention.

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

THE CONTENT OF THIS FINANCIAL PROMOTION HAS BEEN APPROVED, FOR THE PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS

ACT 2000, BY INDEPENDENT PORTFOLIO MANAGERS LTD, WHICH IS AN AUTHORISED PERSON WITHIN THE MEANING OF THE FINANCIAL SERVICES AND

MARKETS ACT 2000. RELIANCE ON THIS FINANCIAL PROMOTION FOR THE PURPOSE OF ENGAGING IN ANY INVESTMENT ACTIVITY MAY EXPOSE AN

INDIVIDUAL TO A SIGNIFICANT RISK OF LOSING ALL OF THE CASH INVESTED.

Definitions

Application An application to subscribe for Providence Bonds

Bondholder(s) The registered holder(s) of Providence Bonds

Bond Instrument

Closing Date

The bond instrument dated 19th June 2015 constituting the Providence Bonds

5:00 pm on 31st August 2015, or such other date prior to the Long Stop Date as selected by IPM

Early Bird Offer The offer by the Company to pay until the Closing Date 7.5% p.a. interest on monies in respect of approved applications deposited by investors at GCS before the 17th July 2015

FCA

GBP or

GCS

Financial Conduct Authority(in the UK)

Pounds Sterling

Global Custodial Services Ltd

IPM Independent Portfolio Managers Ltd

Launch Date 19th June 2015

Long Stop Date 5:00 pm on 30th September 2015

Mini Bond An unlisted and untradeable corporate loan

Payment Agent GCS

Providence or Group Providence Global Ltd and its subsidiaries and affiliates

Providence Bond(s) The bond(s) issued by the Company created by the Bond Instrument

Providence Bonds II PLC or Company

Providence Bonds II PLC, the wholly-owned subsidiary of Providence Global Ltd, which is issuing the Providence Bonds

Providence Global Providence Global Ltd, the parent company of the Company

Receiving Agents GCS

Registrars Lumiere Fund Services Ltd

Security Trustee A party responsible for the administration, recovery or enforcement of the securitytaken over the assets of the Company by way of a debenture

SME Small or medium-sized enterprise

US$ United States Dollar

07 A word from the Chairman

10 Providence Bonds II PLC08 About The Providence Bond

12 What is factoring?14 How secure areProvidence Bonds?16 Risk Factors18 How to invest in Providence Bonds202224

Frequently Asked Questions

Terms and conditions

Bond Instrument

Contents

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7The first Providence Bond closed on 27th February 2015. The capital raised has already been deployed to help finance small and medium-sized enterprises (SMEs) and has produced a return on capital that more than covers the coupon payable to investors. I would like to take this opportunity to sincerely thank all our new investors. When we launched the first Providence Bond we were not well known in the UK.

The number of requests for factoring capital from SMEs in the UK and internationally is ever-increasing, prompting the launch of a new four-year Mini Bond with a 7.5% annual coupon (paid quarterly), which launches on June 19th and closes on August 31st 2015. We are now getting established in the UK and have been able to efficiently deploy capital (with the same requirement that factoring customers have to provide collateral on the funding they receive). In our opinion, the coupon is an attractive rate of interest in an environment of low rates.

We can provide this attractive alternative to investors because factoring capital is continually recycled at relatively high interest rates. Whilst good news for investors it is also critical for SMEs who have been starved of working capital by a banking system that seems to have relinquished its responsibilities to lend crucial finance to growing businesses.

We founded Providence nearly ten years ago with the backing of our friends and family and it has grown into a global business with twenty-one offices in twelve territories across four continents. For nearly a decade now the Providence group has been raising capital from professional investors and the public to fund its commercial factoring operations. It currently has regulated entities in several jurisdictions and at no point has any Providence company missed an interest payment, dividend or repayment of principal.

Our purposeToday, many businesses around the world - perfectly good businesses - cannot raise the capital they need to succeed. Meanwhile, individuals are struggling to find a decent return on their savings. It would appear that the wider economy is starting to recover, business activity is increasing and there is renewed confidence among consumers and companies. However, an alternative to traditional banks is needed as they are just not lending as they used to and may not do so for the foreseeable future.

When SMEs sell goods or services to another company, they often have to wait 90 days or more for their invoice to be paid. This is a cash flow challenge which can limit expansion, investment and the creation of new jobs.

With the funds we raise, we buy the money the company is owed (in the form of its invoices) for a discounted amount of immediate cash. This releases money for the company to spend or reinvest. This is factoring and it is one of the oldest and most common forms of finance. Providences expertise and unblemished track record in factoring finance can deliver a solution to help businesses that are already successful break through their cash flow constraints to thrive and expand, while delivering significant returns to our investors.

We are essentially doing what the banks used to do - lending to successful businesses, which in turn create jobs and pay wages to staff who can then afford to save. It is a virtuous circle that we can recreate with your participation.

Our philosophyThere seems to be a view, particularly in financial services, that for one person to make a gain someone else has to suffer a loss; effectively saying people dont matter.

I refuse to accept that. I spend my time working alongside businesses that are all about people and relationships. Successful and sustainable businesses value people - colleagues, clients and communities - and establish long-term, trusting relationships based on these values.

We intend to build something that lasts; all Providence companies adhere to a strong code of conduct and ethics, delivering value to those with whom they interact.

The Providence companies share the rewards of our business success fairly with our partners and also give something back to the communities in which we operate.

A word from the ChairmanWe can provide this attractive alternative to investors because factoring capital is continually recycled at relatively high interest rates.

Antonio BuzaneliChairman, Providence Bonds II PLCFounder of Providence

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About The Providence BondIssuer: Term:

Launch Date: Close Date:

Coupon: Payment:

Early Bird:

Early Bird Close:

Providence Bonds II PLC4 years19th June 201531st August 20157.5%QuarterlyInterest from date of investment17th July 2015

What returns can you look forward to?

7.5%INTEREST P.A.PAID QUARTERLY

YOUR CAPITAL AND INTEREST ARE AT RISK.

5,000 93.75 375.00 6,500.00

10,000 187.50 750.00 13,000.00

20,000 375.00 1,500.00 26,000.00

1,000 1,300.00 75.00 18.75

2,000 2,600.00 150.00 37.50

Investment Amount

All figures are gross of tax

Total interest paid each quarter

Total return paid in a year Total paid at end of four years(including return of initial investment)

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A Mini BondThe Providence Bond is a Mini Bond, which is a type of loan to a company.

The company agrees to pay you a fixed rate of interest over a defined period of time (typically three to five years).

At the end of the period your money is repaid.

If a company defaults on a bond obligation, investors usually stand at the back of the queue with other unsecured debt holders.

A Providence Bond A Providence Bond is a Mini Bond with some interesting features. With any bond, there is a risk of not getting all your money back so Providence Bonds are secured over all of the assets and undertakings of the issuing company, present and future. This is done through a debenture with a fixed and floating charge security.

It means holders of Providence Bonds will stand ahead of other creditors and have primary access to the Companys assets. However, it must be noted that certain creditors may take priority over the Providence Bondholders, such as receiver fees (if applicable).

Making your money work immediatelyWhilst we establish a greater presence in the factoring market in the UK, your money will be put to work immediately not only in the UK but also through the Providence groups global factoring subsidiaries in existing in existing markets in Brazil, the US and Asia, generating the revenue to pay your interest.

Diversified InvestmentProvidence Bonds are used to fund the factoring operations of the Providence group. The group has operations in several areas (UK, US, Brazil and Asia) so that the factoring business is geographically diverse.Equally, the companies that take advantage of Providences

factoring operations are from different industries which means clients are economically diverse.

Factoring terms are usually between 1 and 18 months, with capital deployed being closely monitored so funding is continually returned and recycled ensuring the potential for enhanced returns from factoring operations.

The ProcessWhen you apply to invest in a Providence Bond (please refer to the section How to invest in Providence Bonds), you will be asked to complete the FCA compliance procedures and, subject to you completing them, you will have your own login details as a registered investor with IPM which will provide access to your personal e-wallet at GCS, the receiving agent.

Once your investment is accepted, you will receive an email confirmation, a thank you letter by post and your investment will be recorded in your personal e-wallet with GCS so that you can confirm and monitor the details online at any time.

All investments are gathered between the Launch Date and the Closing Date. Once the Providence Bond is closed, investors will receive a certificate registering their ownership of a Providence Bond. This should be kept safely.

If you qualify for the Early Bird Offer, then your initial interest will be calculated and posted to your e-wallet on the Closing Date.

Each time a coupon is paid, it will be paid into your e-wallet so that you can see the transaction history of both your investment and your interest payments.

You may transfer accumulated interest from your e-wallet at any time (to your bank account or to make purchases).

Alternatively, you may elect to have your interest payments made directly to your bank (rather than to your e-wallet).

We invest in successful companies around the globe with proven assets. As bondholders you have security over all this collateral.

We have appointed IPM an FCA regulated and authorised organisation to act as Security Trustee.

Parent company, Providence Global Ltd, has assets in excess of 75m and guarantees the payment of both interest and capital.

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Providence Bonds II PLCWe invest in successful companies around the globe with proven assets

Providence Group - Global Operations

Providence Bonds II PLCProvidence Bonds II PLC is a 100% subsidiary of Providence Global Ltd which is the holding company for the non-US businesses of the Providence group.

Global expertise in factoringThe Providence group has extensive experience in the international factoring business. Based primarily in the US, Brazil and Asia, Providence is establishing its factoring operations in the UK this year, following the success of its first Providence Bond.

In all the jurisdictions in which it operates, Providence factors invoices at local market rates of interest - typically a discount

of between 1.5% and 4.5% per month. We create a competitive advantage by the quality of the relationships we demand from the businesses we support. Providence has a successful track record of creating long-term client relationships.

The focus of our factoring business is supporting small and medium-sized enterprises (SMEs) - the engine of growth for most economies and the firms that most benefit from efficient working capital.

For more information on The Providence group and its global operations please visit: www.provcos.com

London - Guernsey - Jersey - Singapore - Hong Kong - ShanghaiSuzhou - Taipei - Miami - Seattle - Dallas - Vancouver - Cayman Islands - Panama

Sao Paulo - Santarem - Porto Alegre - Manaus - Rio Branco - Belo Horizonte - Sertaozinho

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Meet the senior team

Antonio BuzaneliProvidence Group Global - Chief Executive Officer

Antonio founded Providence in Miami in 2004. A lawyer by training, he has been involved in financing for more than 30 years and has built the Providence Group into a global business, with a particular strength in his native Brazil. Antonio has held executive positions in several international companies.

Adam TattersallProvidence Group Europe - Chief Operating Officer

Adam has been in the financial services industry for over 20 years, including a decade with BDO. He was Group Accountant at the Guernsey-based Heritage Group and later helped lead a management buy-out of its London-based subsidiaries, becoming CFO, overseeing major expansion into Bahrain, Dubai and Qatar.

Paul EverittProvidence Group Europe - Chief Executive Officer

Paul has spent more than 20 years working in the financial services and funds industry. He originally qualified as a chartered accountant with BDO and has held senior positions with Barclays Wealth, Rutley Capital Partners and Raven Russia

James VinallDirector of Business Development & Investor Relations

Having originally trained as an engineer, James has over three decades of experience in finance. For 13 years he worked as a derivatives specialist and investment advisor for UBS and JPMorgan in Asia. In the UK he has worked for HSBC and UBS Wealth Management and is experienced in capital raising and investor relations for start-up businesses

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Put simply, factoring is the practice of buying at a discount money that is owed to a company.

When an SME sells goods or services to another company, often a much larger one, it generally has to wait - perhaps 90 days or more - for its invoice to be paid. For some companies, particularly fast growing companies, that waiting time is too long; they need access to the cash more immediately to pay bills, to hire new staff, buy equipment and meet general working capital requirements.

With banks having severely restricted the flow of credit to SMEs, factoring offers a much-needed alternative source of working capital. The company in need of cash sells the invoice or post-dated cheque at a discount to a factoring company, such as Providence.

We will carry out due diligence to assess the creditworthiness of the company which owes the money. If we are happy that the debtor is creditworthy we will buy the debt, or a portion of it, for a sum that is below its face value. We will ask for security to reduce our risk of default, for instance against assets like property or valuable machinery

We work in partnership with our clients and always seek to resolve or restructure delayed payments when difficulties arise. It means the company that originally carried out the work gets the money it needs now - from us. We then receive the full value of the invoice or cheque when it is paid some time later.

A long history Factoring is not a new concept. It has been around for over 4,000 years. Its origins can be traced back to 2000BC in Mesopotamia (modern Iraq) when merchants hired agents to buy goods abroad and gave them promissory notes (IOUs). In 14th century London, wool and cloth trading thrived on factoring and in more modern times the practice played an important role in the early 20th century US, when there were so many banks that most were too small to make significant loans to growing companies.

Factoring today Factoring is a huge global business today. In many countries it is a widely used method for businesses to borrow. In Brazil, for instance, where credit card interest rates can run to around 300% AER, factoring offers a competitive route to capital.

From a financiers perspective factoring is low risk. You are not lending to a business hoping it will grow sufficiently to repay the debt. You are financing revenue that has already been earned and an invoice has been issued and accepted.

In an environment where the banks are refusing to lend, the factoring market has huge potential. We believe the UK is a

ripe market for this form of financing. Smaller businesses are the backbone of the UK economy and provide approximately 6 out of 10 of its private sector jobs. British Business Bank estimates only 2% of small businesses use invoice financing (factoring).

Providence has demonstrated its ability to deliver factoring successfully to SMEs in other countries. Now with the launch of Providence Bonds II PLC we can make it more readily available in the UK.

Scan the QR code to watch our video which explains factoring or for more details go to www.providencebonds.com

What is factoring?Providing funding to local businesses

Factoring offers a much needed alternative source of working capital for business

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Once the receivables are collected from

the customers of the underlying businesses,

the cash is available to be used to purchase further

receivables.

Initially, security is taken over the cash raised from

the bond issue.

The cash raised is lent to a Providence factoring company and security

taken over the assets of the factoring company.

The factoring company purchases receivables at a discount from a diverse

number of carefully selected businesses. The businesses

selling the receivables additionally provide security

to the factoring company.

How we factor your investment

PROVIDENCE GLOBAL LTD - GLOBAL FACTORING FINANCIALS

Profit & Loss: 2010 2011 2012 2013 2014 2015*

Turnover - 837,400 1,395,500 4,261,500 14,139,600 28,279,200

Growth in Turnover 0% 100% 67% 205% 232% 100%

Profit/(loss) - 239,900 252,700 1,012,800 4,130,500 7,069,800

Profit/(loss) Margin 0% 35% 18% 24% 29% 25%

Debt Written Off 0 0 0 0 0 0

Balance Sheet: 2010 2011 2012 2013 2014 2015

Roll of Book - 7,247,200 22,993,400 49,681,900 79,415,000 158,830,000

Total assets - 2,510,400 8,074,000 20,799,200 52,067,800 117,152,600

Growth in total assets 0% 100% 222% 158% 150% 125%

Loan Headroom (on total assets) - 1.28 1.08 1.11 1.33 1.19

Bad Debt. Prov. (Margin) 0.00% 2.33% 1.58% 1.41% 1.18% 1.50%

*Management Estimates

Important Note: The above figures are produced by Providence Global Ltd and are the unaudited financials of Providences global factoring operations.

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How secure areProvidence Bonds?The guarantor has assets in excess of 75m and guarantees the payment of both interest and capital

We have designed Providence Bonds to address many of the risks associated with Mini Bonds, but it is important to understand all investment involves risk.

Ring-fenced and secured Providence Bonds II PLC is a wholly-owned UK subsidiary of Providence Global Ltd and Bondholders have three levels of protection;

the collateral inherent in the business of factoring itself; there is a full parent guarantee of all liabilities to the

Bondholders; and there is a debenture over all the assets of Providence

Bonds II PLC the Company, in favour of the Security Trustee.

Reducing business risk Factoring is itself a lower-risk means of financing to businesses as it is based on actual sales, not a hope, aspiration or projection of revenue in the future. Clients undergo rigorous due diligence and we demand security against the debt. In calculating discount rates, how much security and what portion of the invoice will be factored, Providence takes into account the size and creditworthiness of the institution that is paying the invoice or delivering the post-dated cheque. Bad debts can also ultimately be sold to specialist collection agencies.

Strong risk controls Providence has strong controls in place to alert the business to any repayment issues early on and where prudent, will have in place exit strategies to minimise the impact of defaults. Providence believes in the value of partnership, and works closely with the management teams of all of our global counterparties, providing introductions, sales channels, mentoring and sometimes even equity, in addition to our normal factoring services. We select our factoring partners based on credit and financial scores, but also on their competence and the experience of their executives.

Good management can be the most important element when a business is under stress, which is where Providence can usually add most value. Over the past four years, the average initial default rate across our global factoring business has been less than 2.5%. Default occurs when a payment due date has been missed or a debt has been rescheduled. However, as we select our factoring partners very carefully, and help where it is prudent, our global factoring business has not written off a single bad debt in our four years of operations. Of the over 50 million of capital that Providence has deployed across the global factoring operation, potential defaults were covered by a bad debt provision of 1.18% last year and we have provided 1.50% this year.

The Providence group was founded on money from friends and family, so every person who believes in our business and invests with us is treated with the same high regard. In the past decade, while the world has witnessed significant economic disruption, Providence has developed and refined many layers of security and safeguards to protect our investors and enshrine our franchise. We are proud of our near ten year unblemished record of meeting every coupon payment and the returning of every penny at maturity. Now that does not mean that events beyond our control will not affect us adversely in the future, but we have put in place and strenuously tested every reasonable means to protect both our investors and our SME partners.

The Providence Bonds benefit from a level of security not normally associated with this type of Mini Bond.

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Parent GuaranteeThe issuer of this bond, Providence Bonds II PLC (UK company number 09551589) enjoys a guarantee from the parent company, Providence Global Ltd, (Guernsey company number 54425).

Providence Global Ltd As of 31st May 2015, Providence Global Ltd has prepared a Statement of Position in line with Guernsey company requirements giving total assets in excess of 75 million:

Main operating subsidiaries

Providence Global Ltd also operates the following funds and investments (that are not included in the above figures as they could artificially increase the net assets):

PROVIDENCE GLOBAL LTD - STATMENT OF POSITION - 31/05/2015

Fixed assets GBP Creditors GBP

Tangible assets and fixed asset investments 86,113,000 Amounts falling within one year 843,000

Amounts falling after one year 12,097,000

Current assets

Debtors, cash at bank and in hand 5,172,000 Shareholders funds and

reserves78,345,000

91,285,000 91,285,000

Providence InvestmentManagement International Ltd (Guernsey 54725)

Providence Bonds PLC(UK 09218764) www.providencebonds.com

Lumiere Fund Services Ltd(Guernsey 46423)www.lumierefs.com

BPA Fomento Mercantil Investimentos e Participacoes Ltda(Brazil 11.679.704/0001-59)

Lumiere Wealth Ltd(Jersey 116146)www.lumierewealth.com

Providence Fomento Mercantil Investimentos e Participacoes Ltda(Brazil 15.580.261/0001-03)

Lumiere Lifestyle Ltd(UK 09384643)

BPA Internacional Importacao Exportacao Ltda(Brazil 11.550.770/0002-05)

Providence InvestmentFunds PCC Ltd (Guernsey 54756)

Providence Preferred Financial Ltd(Hong Kong 1772829)www.providencepreferred.asia

Providence Investments PCC Ltd(Guernsey 54690)

Important Note: The above figures are produced by Providence Global Ltd and are not consolidated financials for the Providence group, they represent the unaudited financial position of Providence Global Ltd plus (in the opinion of Providence Global Limited) conservative estimates of the enterprise values of the main operating subsidiaries.

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What are the risks I should consider?In addition to the other relevant information set out in this Invitation, the following specific risk factors should be considered carefully in evaluating whether to make an investment in Providence Bonds. If you are in any doubt about the contents of this Invitation Document or the action you should take, you are strongly recommended to consult with a professional adviser who specialises in advising on investments in unlisted debt, shares and other securities.

The directors of the Company (the Directors) believe the following risks to be significant for potential investors. The risks listed, however, do not necessarily comprise all those associated with an investment in Providence Bonds and are not intended to be presented in any assumed order or priority. In particular, the Companys performance may be affected by changes in legal, regulatory and tax requirements as well as overall global financial conditions.

Illiquid and non-transferableInvestment in unquoted securities such as these (i.e. investments not listed or traded on any stock market or exchange) are illiquid. In other words, you cannot trade them, so your money is effectively locked in until the Repayment Date in four years time.

Only in the event of bankruptcy or death can you transfer the bond to someone else. These important exceptions are what allows the bond to be accepted within a self-invested personal pension (SIPP) or small self-administered scheme (SSAS). This does not mean all SIPP and SSAS providers will accept the Providence Bond, but it is worth enquiring of your provider.

Currently Mini Bonds are not allowable within an ISA wrapper. However, in the March 2015 budget, the UK government indicated that they might create Peer to Peer ISAs which may permit Mini Bonds to be included in an ISA.

No repayment guarantee It is intended that the Company will redeem the Providence Bonds four years from the date that the Providence Bonds are issued. There is, however, no guarantee that the Company or its Guarantor, can facilitate this redemption. There may be circumstances including legislative change or new and prohibitive tax regimes in which such capital realisation may not be successful.

There is no guarantee that you will get all your money back, or all outstanding interest, if the Company or the Guarantor becomes insolvent. Providence Bonds are not protected against loss by the Financial Services Compensation Scheme.

Government action The impact of actions, inactions or retrospective legislation in jurisdictions in which Providence operates may adversely affect its activities.

Macro-economic risks Changes in the general economic outlook both in the UK and globally may impact the performance of the Company and its projects. Such changes may include (but are not limited to):

+ Contractions in the economiesin which we operate or increases in inflation resulting from domesticor international conditions (including movements in domestic interest rates rates and reduced economic activity);

+ Increases in Company expenses (like cost of goods and services);

+ New or increased government taxes, duties or changes in taxation laws;

+ Fluctuations in equity markets in the UK and internationally. A prolonged and significant downturn in general economic conditions may have a material adverse impact on the Groups trading and financial performance.

Reliance on key personnel The Company may be dependent on the skills of senior people with particular expertise or contacts. Deprival of their services - whether it is through them changing job, or through illness or death - could impact the business.

Foreign exchange risk The Company may trade in several countries and though it will try to manage exchange rate exposure there is always a risk that it may not be able to hedge or otherwise mitigate all such exposure.

Risk FactorsWhat are the risks I should consider?

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Third party risk The operations of the Company involve exposure to a number of third parties, including the ultimate clients of the businesses from which we buy receivables receivables as well as the businesses themselves. There is also reliance on the factoring companies funded by the Company. Financial failure, default or contractual non-compliance on the part of such third parties may have a material impact on the Companys development and general performance. It is not possible for the Company to accurately predict or protect itself against all such risks.

Security TrusteeThe Security Trustee shall not be responsible, nor shall face any liability, for any loss incurred by the Bondholders relating to a failure of the Company, or its Guarantor, to make payments (whether of interest or of the principal amount) to the Bondholders when due. The Security Trustee will not have any ability or responsibility to protect any monies in the accounts of the Company or its Guarantor which may have been set aside for payment of interest or the principal amount in respect of the Providence Bonds.

Summary The above factors are not exhaustive and they do not purport to be a complete explanation of all the risks and significant considerations involved in investing in Providence Bonds. Accordingly, and as noted above, additional risks and uncertainties not presently known to the Directors or that the Directors currently deem immaterial, may also have an adverse effect on the Groups business and prospects.

Providence Bonds may not be a suitable investment for all who review this Invitation Document or the Bond Instrument. Investors should take their own tax advice as to the consequences of owning Providence Bonds as well as receiving interest payments from them.

Other than the obligations and other covenants on the part of the Company to pay interest on the Providence Bonds, repay the principal sum of the Providence Bonds when due and to perform the other obligations contained in the Bond Instrument, the express warranties and undertakings given by the Company and the Guarantor in the Bond Instrument and the obligation of the Guarantor to perform the liabilities of the Company in the event that the Company defaults, no representation or warranty, express or implied herein, is given to Bondholders by either the Company or the Guarantor or the Directors and officers of the Company or of the Guarantor. In particular but without limitation, no representation or warranty is given by any such person as to (i) the tax consequences; (ii) the regulatory consequences; and (iii) the business and investment risks associated with acquiring, owning or redeeming Providence Bonds.

We have appointed IPM an FCA regulated and

authorised organisation to act as Security Trustee

Providence Bonds may not be suitable for everyone.

We have tried to reduce the business risk, but even with

these safeguards in place, risk still exists.

Investors are advised to take their own tax advice.

Providence Bonds are not protected against loss

by the Financial Services Compensation Scheme.

Your capital andinterest are at risk.

18

Online ApplicationYou can complete the online application

process by visiting:

www.providencebonds.com or www.ipm.fm/providencebonds

Step 1Complete the FCA compliant Investor

categorisation process, submit your details, confirm youve read, understood and agreed to

terms and conditions of this Invitation Document.

Step 2Verify your email address

Step 3If prompted, complete the Investor Questionnaire

Step 4Complete the online payment with GCS (you are automatically re-directed as part of the

process): you may pay by bank transfer or, if your application is for 10,000 or less, you may pay by

debit card.

Step 5Upload proof of identification and proof of

address.

Step 6You will receive a notification via email that your application has been received and your order

registered.

Postal ApplicationIf you prefer not to use the internet,

please write to IPM at;

Providence Bonds, Independent Portfolio Managers Ltd.,

Becket House, 36 Old Jewry,London, EC2R 8DD.

and we will send you an application form in the post.

Please complete and sign the application form and investor

questionnaire (if applicable) by hand in black ink and in block capitals

(there is no maximum value for postal applications).

Make a bank transfer to the details on the application form or you may include a cheque [see Payment Information for details] with your application form

not or. Once the transferred funds are cleared, they will automatically be

matched to your application.

Note: postal applications need to be checked and approved so it may be

that not all will be successful. You may be contacted to confirm or check some

details.

Remember, if you have any doubts, consult a qualified financial adviser.

Note: When you make your application you will see that you are required to identify what kind of investor you are. The need to identify yourself is a requirement of the FCA. While it does extend the application process a little, it is meant to help ensure you understand the risks associated with this investment and do not take on more risk than you can knowingly tolerate.

How to invest in Providence Bonds

19

Payment InformationThe minimum application is for 1,000 and multiples of 1,000

thereafter.

You may pay by bank transfer (using the details below) or online using a

debit card (maximum of 10,000) . It is also possible to pay by cheque if

preferred.

Bank Transfer Details Account Name Global Custodial Providence Bonds II PLC GBP IBAN Number GB82RBOS16003211051123 Account Number 11051123 Sort Code 160032 Bank Name Royal Bank of Scotland

There is no maximum investment (except a maximum of 10,000 by debit card) and you may invest any

number of times as long as it is within the offer period.

Please make cheques payable to Global Collect

Proof of IDUnder the Money Laundering

Regulations 2007 (as amended), all applicants are required to submit a copy of photographic ID and proof

of address.

If you are applying online you will be prompted to upload these documents as part of the online application process. If you are unable to do so at the time of

investment you will need to submit these documents at a later date.

If you are applying via post you are required to enclose a copy of these documents with your application.

GCS reserves the right to withhold any entitlement until such verification of identity is completed to its satisfaction

HelpIf you have any questions regarding the procedure for investment or payment then

please call Independant Portfolio Managers or email us at:

0845 468 0385 info@providencebonds.com

Please note: lines are open between 9am and 5.30pm, Monday to Friday.Alternatively you can write to us or visit us in person (during office hours) at:

Providence Bonds, IPM,Becket House, 36 Old Jewry, London, EC2R 8DD

20

Frequently Asked QuestionsWhat is a Mini Bond?A Mini Bond is a way for UK companies to borrow directly from the public. After the 2008 global financial crisis, the UK government recognised that banks did not have the money to lend to small and medium-size enterprises (SMEs). The government allowed UK SMEs to directly approach the public with a corporate IOU (or promissory note) called a Mini Bond. The investor lends money to a UK plc for a set amount of time (the Term) in return for a fixed amount of interest (the Coupon) plus the original investment amount which is returned at the end of the Term.

How is a Mini Bond different from a listed bond?Mini Bonds are effectively a private borrowing agreement between a company and an investor that cannot be transferred to someone else. In contrast, retail corporate bonds and government gilt-edged securities are freely tradeable instruments. The financial promotion of Mini Bonds must be carried out by an FCA authorised and regulated company to ensure the invitation to invest is fair, clear and not misleading. However, Mini Bonds are corporate treasury instruments and not securities, so they are not protected by the Financial Services Compensation Scheme. While safeguards are in place, the FCA is very clear that every investor should be aware that their capital is at risk.

How much can I invest?1,000 is the starting minimum investment with multiples of 1,000 thereafter, with no upper limit.

Who can invest?Any UK resident individual who is over the age of 18, or a UK trust, company or charity which is not prevented by the laws of its governing jurisdiction from applying for or holding Providence Bonds.

Can I put the Providence Bond into my SIPP or ISA?Mini Bonds are suitable for Self Invested Personal Pensions (SIPPs) subject to approval by the scheme trustees and administrators.

Mini Bonds are not currently approved for ordinary tax free Individual Savings Accounts (ISAs). However, in the March 2015 budget, Chancellor George Osborne announced a radically more flexible ISA which is expected to include a new Peer to Peer ISA this autumn, which may effectively allow tax free investing into Mini Bonds. We await announcements from the Treasury.

Can I pay by instalments or top up on my holding?Unfortunately not. There is a fixed invitation period during which all applications must be completed. Once the invitation period is closed, no new applications or additions to existing

holdings can be accepted.What is the Offer Period?The invitation period opens on the 19th June 2015 and closes on 31st August 2015.

How can I confirm my investment has been accepted?Once your application has been accepted, your investment will appear in your personal e-wallet. In addition, following the closing date, all bondholders will be issued with a bond certificate registering their investment.

Can I change my mind?Yes, provided you do so within 14 days of your completed Application Form being received or being submitted online. If you wish to cancel your application, you should write to Providence Bonds II PLCs Registrar, Lumiere Fund Services Limited, PO Box 268, Mill Court, La Charroterie, St Peter Port, Guernsey, GY1 3QZ. After this date, your application will be irrevocable and will not be capable of being terminated or rescinded unless there are exceptional circumstances.

What return do I receive on my investment and is the interest rate fixed?The interest rate is 7.5% a year with a payment every quarter, which is fixed and does not change.

How do I get paid my interest?For each of the 16 quarters of this Providence Bond, you receive a quarter of 7.5%; ie 1.875% gross.

HMRC requires us to automatically levy a 20% withholding tax on interest payments unless you send us a completed HMRC R85 form stating you are not a taxpayer and should receive your interest gross.

So, if you are a tax payer, 1.5% (a non-tax payer 1.875%) will be paid into your e-wallet or, if you prefer, a bank account of your choice.

What is an e-wallet?Instead of taking your interest into your bank account in small amounts, you can elect to keep your coupon payments in a secure, personalised, online e-wallet with Global Custodial Services Ltd (GCS). You have online access at all times and can transfer the cash at any time or use the e-wallet exactly the same as a normal bank account. It also keeps a record of your investment in the Mini Bond (and anything else you invest in using the e-wallet).

When do I get my original investment back?All of your original investment will be returned in full on 31st August 2019 after the full four-year term

21

How does the Early Bird bonus work?Any investor who completes their application before Friday 17th July 2015 will start accruing 7.5% pa interest from the day their investment is cleared. The Early Bird interest will be credited to your e-wallet or paid to your bank (as appropriate) as an initial bonus on the 31st August 2015.

Individuals who invest after the 17th July 2015 will accrue interest from the closing date, expected to be the 31st August 2015.

Are there any hidden fees, charges or deductions?Providence Bonds II PLC will take no fees or make any deductions or charges of any kind on the interest paid by the Mini Bond, but HMRC requires us to retain a 20% withholding tax for a UK taxpayer (if you are not a UK tax payer be sure you advise us).

Do Mini Bonds track the stock or bond markets?No, it is highly unlikely that there will be any correlation that is not statistically coincidental.

Can I withdraw my money before the end of thefour-year term?Mini Bonds have a fixed term and are not freely transferable. The Providence Bond allows investors to request the return of their investment if they can show financial hardship or if an executor of their estate makes a formal request.

Who is Providence?Providence is a fast-growing, global commercial and financial services group. The group was established about 10 years ago and now has twenty-one offices in twelve territories across four continents. For further information: www.provcos.com

Who is Providence Global Limited?Providence Global Ltd is the holding company for all the non-US assets of the Providence group. Based in Guernsey, it has assets of over 75 million and owns businesses such as investment management, fund administration and collective investment funds in addition to its global factoring operations.

How will the money be invested in order to pay 7.5%?Funds raised by the Providence Bond will be used to monetise invoices for successful SMEs. Providence buys the invoice (at a discount) that the SMEs customer has already agreed to pay. These SMEs have to satisfy strict criteria to qualify for the funding and provide collateral. In other words, because we are funding invoices (ie amounts that are due to be paid) we finance success, not aspiration.

Is the money only invested in factoring? Funds from Providence Bonds will only be used for factoring in the UK and our established international operations in for example the US, Brazil, Hong Kong and China. The factoring business is operated by Providence Global Factoring who manages the asset allocation to balance the security of funds with a fair and profitable return.

How does Providence afford the 7.5% pa interest?As an illustration, it is typical for UK SMEs to sell their invoices at a discount of between 1.5% and 3% a month, which is an average annual rate close to 30%. Internationally, the monthly discount can vary and in some markets it is significantly higher (in Brazil for example it is typically over 4% per month). Providence is confident that its annual returns will continue to be far greater than the 7.5% interest required to pay bondholders..

How is the investment protected?Bondholders have three levels of protection.

The first is that we have a charge over the assets of both the factoring client we are buying the invoice from and the company paying the invoice, should either default.

The second level is a parent guarantee pledging the assets of Providence Global Ltd to cover all interest and capital payments due to bondholders.

The third is that Independent Portfolio Managers Ltd (IPM), an FCA authorised and regulated investment manager with experience in this field, is appointed to act as Security Trustee. If Providence defaults the Security Trustee can take control of the business on behalf of bondholders.

How does this bond rank in credit terms with the first Providence Bond?For the purposes of parent guarantee, this Mini Bond ranks equal (pari passu) with the previous Providence Bond issued by Providence Bonds plc.

How much money do you hope to raise with this Providence Bond?Providence is working to raise a total of 25 million through a series of Providence Bonds to fund the expansion of its UK and international factoring operations. We hope to raise 5 million with this particular 7.5% Providence Bond.

What if something happens to me or I die?Providence Bonds that are not jointly held would form part of your estate and title would pass to the executors or administrators of your estate. The Providence Bond allows your executors or administrators to apply for early repayment of the bond so the estate can be settled.

If a bondholder shows they are subject to material financial hardship, the directors have discretion to repay the investment early.

22

Terms and conditionsThese terms and conditions apply

to your subscription for Providence

Bonds and by making an application

for Providence Bonds (Application)

you agree to be bound by them.

1.Form of Applications

1.1.For Online Applications you

must complete online the Application

Form and at the same time submit

the online payment. Online

Applications made by debit card for

amounts up to and including 10,000,

or by direct bank transfer for any

amount.

1.2.For Postal Applications you

must download, print, complete

and sign the Application Form and it

must be accompanied by a personal

cheque drawn on a bank account

of a branch of a bank or building

society in the UK, made payable to

Global Collect and crossed Account

Payee only. There is no limit on the

amount of postal Applications. Postal

Applications must be sent to Global

Custodial Services Limited, The Old

Barn, Oast Business Village, Redhill,

Wateringbury, Kent ME18 5NN.

2.Acceptance of Applications

2.1.For Online Applications.

You must have completed the

Application Form and submitted

online payment before 5:00pm on

31st August 2015.

2.2.Postal Applications.

The duly completed and signed

Application Form and cheque must

be received by Global Custodial

Services Ltd (a company incorporated

in England and Wales under company

number 08321940, the registered

office of which is at The Old Barn,

Oast Business Village, Redhill,

Wateringbury, Kent ME18 5NN)

(GCS) no later than the Long Stop

Date.

2.3.Receipt by GCS of your

online or postal Application Form

together with either your online

payment or your cheque will, after

14 days, automatically result in your

Application being irrevocable and you

will not be capable of terminating it or

rescinding it.

2.4.All Applications are made

based strictly on (i) the Terms

and Conditions contained in this

Invitation Document and (ii) the Bond

Instrument.

3.Amount of Applications

3.1.The Company will only accept

Applications in whole or in part in

multiples of 1,000 (1,000 minimum)

being the nominal amount of

Providence Bonds.

4.Acknowledgements and

Confirmations

You acknowledge and confirm in

making an Application for Providence

Bonds that:

4.1.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

Company in relation to the Company

or any Providence Group entity other

than as contained in this Invitation

Document and the Bond Instrument

and that, accordingly, none of the

Company or any Group entity of

Providence, its directors, officers,

agents, employees or advisers or

any person acting on behalf of any

of them shall have any responsibility

for any such information,

representations, warranties,

agreements or undertakings (express

or implied);

4.2.You are not relying on the

Company or Independent Portfolio

Managers Ltd to advise whether or

not Providence Bonds are a suitable

investment for you;

4.3.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 who

is not prevented by the laws of its

governing jurisdiction or place of

incorporation from applying for or

holding Providence Bonds;

4.4.You are entitled to make your

Application and to be issued with

Providence Bonds in respect thereof

under the laws of and rules of any

governmental bodies located in any

jurisdictions which apply to you;

4.5.You are aware that it is up

to you to seek independent advice

from someone who specialises in

advising on investments such as the

Providence Bonds;

4.6.You are not entitled to be paid

any commission in relation to your

Application;

4.7.Any monies returnable to you

may be retained by the Company

pending clearance of your cheque

and such monies will not bear

interest;

4.8.You acknowledge that the

Company may, in its absolute

discretion, reject in whole or in part

or scale down your Application;

4.9.All certificates, documents,

monies and cheques sent to you by

or on behalf of the Company or any

documents, monies and cheques

you send to the Company are sent

at your risk;

4.10.You and any funds under your

management are not engaged in

money laundering;

4.11.You are making your

Application on your own behalf and

for no other person;

4.12.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 Form;

4.13.If applicable, the cheque

provided by you in respect of your

Providence Bonds subscription will be

honoured on first presentation;

4.14.The Company accepts no

liability for any inaccuracies in your

Application or for any late or failed

delivery of your Application Form;

4.15.You agree to be notified by

email (at the email address provided)

of the availability of an electronic

certificate of deduction of tax relating

to your interest for each payment.

4.16.You agree that the Company

may:

4.16.1.direct that you make

payment persuant to your

subscription for Providence Bonds

to, and/or using facilities provided

by, GCS and/or Global Currency

Exchange Network Ltd (a company

incorporated in England and Wales

under company number 04675786,

the registered office of which is at

The Old Barn, Oast Business Park,

Redhill, Wateringbury, Kent ME18

5NN) (GCEN); and/or

4.16.2.make payments to you,

pursuant to or in connection with

Providence Bonds and/or your

Application and/or these Terms and

Conditions using facilities provided by

GCEN and/or GCS; and/or

4.16.3.direct that you undertake

foreign exchange transactions

in respect of payments made in

currencies other than GBP in respect

of your subscription for Providence

Bonds and/or your Application and/

or these Terms and Conditions using

facilities provided by GCEN and/or

GCS; and/or

4.16.4.undertake foreign exchange

transactions in respect of payments

to be made pursuant to Providence

23

Bonds and/or your Application

and/or these Terms and Conditions

using facilities provided by GCEN and/

or GCS; and/or

4.16.5.direct that sums paid by

you in respect of Providence Bonds

and/or your Application and/or these

Terms and Conditions are deposited

with or otherwise held by GCEN and/

or GCS, and you consent to GCEN

and/or GCS providing such facilities.

4.17.You agree that GCEN and/

or GCS can transfer and/or, pay

monies paid to it/them (any such

monies being GCEN/GCS Monies)

to the company and/or transfer, pay

or otherwise deal with such monies

in accordance with the instructions

of the Company and you hereby

irrevocably consent to GCEN and/

or GCS so transferring, paying or

otherwise dealing with any GCEN/

GCS Monies.

4.18.You agree that neither GCEN

nor GCS shall:

4.18.1.deliver, or procure the

delivery of, any Providence Bonds

or Providence Bond Certificates to

you; or

4.18.2.make any re-imbursement

to you in the event that your

Application is not accepted except

where they have been instructed

to do so by the Company and the

Company has put GCEN and/or GCS

(as applicable) in funds to make such

re-imbursement and has paid any

fees or expenses incurred by GCEN

and/or GCS in respect of such re-

imbursement; or

4.18.3.make any re-imbursement

to you in respect of Providence

Bonds and/or these Terms and

Conditions except where they have

been instructed to do so by the

Company and the Company has put

GCEN and/or GCS (as applicable) in

funds to make such re-imbursement

and has paid any fees or expenses

incurred by GCEN and/or GCS in

respect of such re-imbursement.

4.19.You agree that neither

GCEN nor GCS has made any

recommendation or provided any

advice to you in connection with any

Providence Bonds, your Application

or these Terms and Conditions.

4.20.You agree that neither

GCEN nor GCS nor any of their

respective officers, directors or

employees shall be liable to you for

any losses, liabilities, costs, damages,

and expenses (including, without

limitation, counsel fees) (Losses)

which may be incurred or suffered

by you in connection with or arising

from:

4.20.1.the performance, non -

performance or delay in performance

by the Company or Independent

Portfolio Managers Ltd of any of

their obligations pursuant to or in

connection with any Providence

Bonds, any Application or these

Terms and Conditions;

4.20.2.your investment in

Providence Bonds or the transactions

contemplated by your Application or

these Terms and Conditions;

4.20.3.the provision of any facilities,

the making of any payments, the

undertaking of any foreign exchange

transactions or the holding of

any monies by GCEN and/or GCS

in connection with transactions

contemplated by your Application

and/or these Terms and Conditions,

save where such Losses arise from

the fraud, gross negligence or wilful

default of GCEN or GCS.

4.21.You agree that neither GCEN

nor GCS nor any of their respective

officers, directors or employees shall

under any circumstances be liable

to you for loss of profits or goodwill,

anticipated savings, or any type of

special indirect or consequential

loss arising in connection with your

investment in Providence Bonds or

the transactions contemplated by

your Application or these Terms and

Conditions.

5.Money Laundering

5.1.It is also a term of your

Application that, to ensure

compliance with the Money

Laundering Regulations 2007

(as amended), the Company,

Independent Portfolio Managers

Ltd or GCS may, in their absolute

discretion, require verification of your

identity to the extent that you have

not already provided the same.

5.2.Pending the provision of

evidence of identity, Providence

Bonds applied for by you may not

be issued at the absolute discretion

of the Company or Independent

Portfolio Managers Ltd.

5.3.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

your Application in which event your

subscription will be returned to you

without interest and at your risk.

6.Issuance of Providence Bonds

6.1.In the event that your

Application is successful, we will send

you a bond certificate (Providence

Bonds Certificate) in respect of the

secured Providence Bonds that have

been issued to you.

6.2.If your Application is not

successful or the offer is not closed,

your cheque or online payment will

be returned to you within 10 working

days of the Long Stop Date without

interest and at your risk.

6.3.Once the agreed funding

amount has been achieved or the

Long Stop Date reached, no further

Applications will be accepted.

6.4.If your Application is successful

in respect of only some of the

Providence Bonds you applied for,

a cheque or online payment for

the balance of the amount of your

Application (without interest) will

be sent to you with the secured

Providence Bonds Certificate, at

your risk.

7.General

7.1.Nothing in clause 4.20 or 4.21

shall limit GCEN or GCSs liability:

7.1.1.for death or personal injury

resulting from the negligence of

GCEN or GCS or their respective

officers, directors or employees; or

7.1.2.in any way prohibited by law.

7.2.The provisions of clauses 4.16

to 4.21 (inclusive) and clauses 7.1, 7.2

and 7.3 shall survive the termination

of these Terms and Conditions

7.3.GCEN and GCS and their

respective officers, directors and

employees may rely upon and

enforce the terms of clauses 4.16 to

4.21 (inclusive) and clauses.7.1, 7.2

and 7.3.

7.4.Save as set out in clause 7.3,

you and the Company do not intend

that any term of these Terms and

Conditions shall be enforceable by

virtue of the Contracts (Rights of Third

Parties) Act 1999 by any person that

is not a party of it.

8.Jurisdiction

8.1.The making of Applications,

acceptances of Applications and

contracts resulting therefrom under

this Invitation Document shall be

governed by and construed in

accordance with English law.

8.2.The parties submit to the

exclusive jurisdiction of the English

courts.

24

Bond InstrumentThis Bond Instrument, which is a

financial promotion for the purposes

of Section 21 of the Financial Services

and Markets Act 2000, is being

issued by Providence Bonds II plc,

which accepts responsibility for

the information contained herein.

This Bond Instrument has been

approved as a financial promotion

for UK publication by Independent

Portfolio Managers Ltd of 5th Floor,

Becket House, 36 Old Jewry, London

EC2R 8DD, UK. IPM is authorised and

regulated by the Financial Conduct

Authority.

This deed is made on the 19th day of

June 2015 BETWEEN: PROVIDENCE

BONDS II PLC registered in England

and Wales with registration number

9551589 whose registered office is

at 100 Cannon Street, London, EC4N

6EU (the Company); and PROVIDENCE

GLOBAL LIMITED registered in

Guernsey with registration number

54425 whose registered office is

at Mill Court, La Charroterie, St

Peter Port, Guernsey GY1 3QZ (the

Guarantor).

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 Providence Bonds

in issue at any time, the aggregate

principal amount of Providence

Bonds outstanding at that time and/

or all accrued and unpaid interest

thereon

Bondholder or Bondholders

the person(s) from time to time

entered in the Register as the holders

of the Providence Bonds

Bond Instrument or Instrument

this Bond Instrument constituting

Providence Bonds

Business Day

a day other than a Saturday or a

Sunday on which clearing banks are

open for business in London

Certificate

a certificate evidencing title to the

Bonds

Commencement Date

being the date on which the Bonds

are first issued

Default Event

has the meaning given to that term in

clause 6.1 of this Instrument

Directors

the board of directors of the

Company from time to time

First Interest Payment Date

30th November 2015

Group

a company which is from time to time

a parent undertaking or a subsidiary

undertaking of the Company or a

subsidiary undertaking of any such

parent undertaking, and the terms

parent undertaking and subsidiary

undertaking shall have the meanings

as set out in the Companies Act 2006

Interest Payment Date

the date being (i) the First Interest

Payment Date and (ii) thereafter

the last day of every Feburary, May,

August and November provided that

it is a Business Day, (but if it is not a

Business Day, then the next Business

Day) up to and including the date on

which the Bonds are finally redeemed

Interest Period

in respect of a Bond the period

commencing on (and including) an

Interest Payment Date for that Bond

and ending on (but excluding) the

next Interest Payment Date for that

Bond, except that the first Interest

Period will commence on (and

include) the Commencement Date

and end on (but exclude) the First

Interest Payment Date.

Interest Rate

7.5% p.a. (seven and a half per cent

per annum)

Providence Bonds or Bonds

the non-convertible and non-

transferable bonds of the Company

constituted by and issued pursuant

to this Bond Instrument

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 Bondholders

maintained by the Company as

provided for in clause 12

Registered Office

the registered office of the Company

from time to time

Repayment Date

subject to pre-payment by the

Company in accordance with the

terms of this Bond Instrument, the

date that is the fourth anniversary of

the Commencement Date (but if it

is not a Business Day, then the next

Business Day)

Security

the security created by the Security

Document

Security Document

a debenture being a fixed and

floating charge over the assets of

the Company granted to the Security

Trustee

Security Trustee

Independent Portfolio Managers Ltd

or such other person as is appointed

as trustee under the Security Trust

Deed

Security Trust Deed

the deed by which the Security

Trustee is appointed to hold the

Security for the benefit of the

Bondholders on the terms set out in

that deed

1.2.In this Bond Instrument, unless

the contrary intention appears:

1.2.1.the singular includes the

plural and vice versa and any gender

includes the other gender;

1.2.2.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);

1.2.3.a natural person unless

the context otherwise requires shall

mean a human being, as opposed to

a juridical person created by law;

1.2.4.a reference to:

1.2.4.1a document means that

document as amended, replaced or

novated;

1.2.4.2a statute or other law means

that statute or other law as amended

or replaced, whether before or after

the date of this Bond Instrument

and includes regulations and other

instruments made under it;

1.2.4.3a clause or schedule is a

reference to a clause or a schedule in

this Bond Instrument; and

1.2.4.4a month means a calendar

month;

1.2.5.where the word including

or includes is used, it is to be taken

to be followed by the words: but not

limited to or but is not limited to, as

the case requires;

1.2.6.where a period of time is

expressed to be calculated from

or after a specified day, that day is

included in the period;

25

1.2.7.a reference to date of

redemption or repayment or

redeemed or repaid means the

date on which all the outstanding

principal and accrued and unpaid

interest on all the outstanding Bonds

is finally paid by the Company; and

1.2.8.headings are inserted for

convenience and do not affect

the interpretation of this Bond

Instrument.

2.Amount and Status of

Providence Bonds

2.1.The aggregate principal amount

of Providence Bonds is limited to

50,000,000.

2.2.Providence Bonds shall only be

capable of being issued in multiples

of 1,000 in nominal amount and

there will be no limit on the maximum

amount of Providence Bonds that can

be issued to a Bondholder, subject to

the aggregate principal amount limit

set out in clause 2.1 above but there

is a limit on the minimum amount

which may not be less than 1,000.

2.3.Providence Bonds shall not be

issued or registered in the names of

more than one Bondholder.

2.4.Subject to this Bond

Instrument,all of Providence Bonds

as and when issued shall rank pari

passu equally and rateably without

discrimination or preference.

2.5.Subject to clauses 10 and

11, Providence Bonds shall not be

capable of being transferred by the

Bondholder or by the Company 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 for the listing of, or for

permission to deal in Providence

Bonds.

3.Interest

3.1.The Company shall pay to the

Bondholders interest on the principal

amount outstanding from time to

time under Providence Bonds at

the Interest Rate on each Interest

Payment Date in respect to each

Interest Period.

3.2.Interest will be calculated on

the basis of a 365 day year (or, in the

case of a leap year, a 366 day year)

and interest accrues from day to day.

3.3.The Company shall promptly

notify the Security Trustee if it, or its

Guarantor, has insufficient funds to

make any interest payment on any

Interest Payment Date.

4.Redemption of Providence

Bonds

4.1.All Providence Bonds not

previously repaid (in whole or in part)

before the Repayment Date will be

redeemed by the Company on the

Repayment Date, at par, together

with interest accrued and unpaid

up to and including the date of

redemption.

4.2.All payments of principal and

interest in respect of the Bonds by

or on behalf of the Company shall be

made at the Bondholders risk:

4.2.1.by cheque or bank transfer

in favour of the Bondholder. If such

payment is to be made by cheque,

it shall be sent at the Bondholders

risk to the address notified to the

Company for such purpose in writing

by the Bondholder from time to time;

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 interest

made hereunder;

4.2.3.all Providence Bonds

redeemed by the Company pursuant

to the terms of this Bond Instrument

will be cancelled and will not be

available for reissue;

4.2.4.in the event that any income

or other tax is deducted from a

payment, the Company will issue

to the Bondholders as soon as

reasonably practicable a certificate of

deduction of tax in respect of the tax

deducted or withheld;

4.2.5.the Company will notify the

Security Trustee and the relevant

Bondholder(s) of any proposed

redemption of the Bonds (wheter

on the Repayment Date or prior to

the Repayment Date) at least 10

Business Days prior to the date of any

proposed redemption pursuant to

this clause 4 and clause 5 also once

the redemption has been completed.

5.Pre-payment and Early

Redemption of Providence Bonds

5.1.In addition to clause 4.1 the

Company will be entitled to pre-pay

any or all of the principal amount

of Providence Bonds together with

interest accrued and unpaid thereon

at any time after the Commencement

Date or at any time after the

occurrence of an event described in

clause 11.1.

5.2.In addition to clauses 4

and 11, and subject always to

the remainder of this clause 5,

up to 50,000 principal amount

of Providence Bonds shall, at the

absolute discretion of the Company,

be capable of being redeemed in

the circumstances set out in clause

5.3 prior to a Repayment Date in

each 12 month period ending on

each anniversary of the issue of the

Providence Bonds.

5.3.Providence Bonds shall only be

capable of being redeemed pursuant

to clause 5.2 above if:

5.3.1.the Bondholder is able to

demonstrate in documented form to

the satisfaction of the Company that

they are subject to material financial

hardship; or became entitled to the

Providence Bond as a result of the

death or bankruptcy of a holder of a

Providence Bond; and

5.3.2.the Bondholder has given

a minimum of two months notice

in writing to the Company that they

wish to redeem their holding of

Providence Bonds.

5.3.3.For the avoidance of doubt,

the decision as to whether to accept

(in whole or in part) applications

for early redemption of Providence

Bonds pursuant to clauses 5.2 and

5.3 shall be at the absolute discretion

of the Company and it shall be a

condition of any such acceptance by

the Company that the Bondholder

shall have completed the notice of

redemption on the reverse of their

Certificate and delivered the same

to the Company (or as it shall direct)

prior to the scheduled date for

redemption.

6.Default Events

6.1.If any of the following events

(each a Default Event) shall occur,

the Security Trustee at its discretion

may, and if so requested in writing by

the holders of at least one-quarter

of the aggregate principal amount

of the Bonds then outstanding

shall give notice to the Company

that the Bonds are, and each Bond

shall accordingly forthwith become

immediately due and payable at par

together with all accrued and unpaid

interest up to and including the date

of redemption, and the Security shall

become enforceable:

6.1.1.the Company fails to repay

26

any principal amount or pay any

interest on the Bonds within 30 days

of the due date for redemption or

payment hereof in accordance with

the terms of this Bond Instrument; or

6.1.2.The Company or Guarantor

is unable or admits an inability to pay

its debts as they fall due, suspends

making payments on any of its debts

or, by reason of actual or anticipated

financial difficulties, commences

negotiations with one or more of its

creditors with a view to rescheduling

any of its indebtedness; or

6.1.3.the value of the assets of

the Company or Guarantor is less

than its liabilities (taking into account

contingent and prospective liabilities);

or

6.1.4.a moratorium is declared in

respect of any indebtedness of the

Company or Guarantor; or.

6.1.5.any corporate action, legal

proceedings or other procedure or

step is taken in relation to:

a) the suspension of payments,

a moratorium of any

indebtedness, winding-up,

dissolution, administration

or reorganisation (by way of

voluntary arrangement, scheme

of arrangement or otherwise)

of the Company or Guarantor

other than a solvent liquidation

or reorganisation;

b) a composition, compromise,

assignment or arrangement

with any creditor of the Company

or Guarantor;

c) the appointment of a

liquidator (other than in respect

of a solvent liquidation of the

Company or Guarantor), receiver,

administrative receiver,

administrator, compulsory

manager or other similar

officer in respect of the Company

or Guarantor or any of its assets;

or

d) enforcement of any security

interest over any assets of the

Company or Guarantor;

or any analogous procedure or

step is taken in any jurisdiction.

6.2.The Company will immediately

notify the Security Trustee and

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 of the

Aggregate Nominal Amount due to

it, Providence Bonds held by such

Bondholder shall remain outstanding.

7.Security and Enforcement

7.1.The Security shall be held for

the benefit of the Bondholders by the

Security Trustee on the terms of the

Security Trust Deed.

7.2.If a Default Event has occurred

the Aggregate Nominal Amount

shall become due and payable

immediately by the Company.

7.3.If a Default Event has occurred

the Security Trustee is entitled to

enforce the Security on the terms of

the Security Trust Deed.

8.Non-Conversion

8.1.Neither the principal amount

of Providence Bonds nor any

interest thereon shall be capable

of conversion into shares or other

securities in the Company.

9.Certificates

9.1.The Company will recognise the

Bondholder indicated in the Register

as the absolute owner of Providence

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 Bonds may

be subject.

9.2.If any of the Bondholders

Bonds are due to be redeemed

under any of the provisions of this

Bond Instrument, the Bondholder

shall, if requested by the Company,

deliver up to the Company (at its

Registered Office) the Certificate(s)

for Providence Bonds which are due

to be redeemed in order that the

same may be cancelled and, upon

such delivery (if so requested by the

Company), the Company shall pay the

relevant redemption amount to the

Bondholder.

9.3.If any of the Bondholders

Bonds are liable to be redeemed

under any of the provisions of this

Bond Instrument, and, following

a request by the Company, the

Bondholder fails or refuses to deliver

up the Certificate(s) for such Bonds

at the time and place fixed for the

redemption of such Bonds, 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)) 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 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.

9.4.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 as the Directors

may reasonably require.

10.Transfer

10.1.Subject to clause 10.2,

Providence 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

Providence Bonds whether by

registration or otherwise.

10.2.Where the Bonds are held by

a person as a nominee for another

person who is the beneficial owner

of the Bonds, then the Directors will

agree to a transfer of the Bonds in

whole from one nominee to another

nominee provided always that (i) the

beneficial owner of the Bonds does

not change, (ii) any nominee is not

a natural person, (iii) the Directors

are provided with such evidence

as they may reasonably require to

satisfy themselves that the beneficial

ownership of the Bonds has not

changed and (iv) the Directors are

provided with such evidence as they

may reasonably require for the new

nominee to be registered as the

holder of such Bonds.

11.Transmission

11.1.Any person becoming entitled

to Providence Bonds as a result of

the death or bankruptcy of a holder

of Providence Bonds or of any other

event giving rise to the transmission

of such Bonds by operation of

law may, upon producing such

evidence as is reasonably required

by the Directors of the Company,

be registered as the holder of such

Bonds.

11.2.In the case of death of a

registered holder of Providence

Bonds, the only persons recognized

by the Company as having any

title to Providence Bonds are the

executors or administrators of a

deceased sole registered holder of

Providence Bonds or such other

person or persons as the Directors

may reasonably determine and they

will be entitled to require repayment

of Providence Bonds at par.

12.Register of the Bon