8% BAY STREET FINANCE PLC 2012

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Bay Street Finance plc - Prospectus 30th May 2002

The Company

Bay Street Finance plc (100% owned by Bay Street Holdings Ltd.) was set up in May 2002 to act as a finance company for the guarantor – Bay Street Holdings Ltd. – which owns the Bay Street Tourist Complex in St. George’s Bay, St. Julian’s, comprising 66 retail, entertainment and catering establishments and car parking facilities of 100 spaces.

Use of Proceeds

The proceeds from the bond issue were loaned to Bay Street Holdings Limited for the purpose of reducing the outstanding amounts due to capital creditors for the construction and completion of the Bay Street Tourist Complex.

Security & Status

Unsecured & Unsubordinated

Guarantor

Bay Street Holdings Ltd.

Conditional Right of Exchange

The Bonds carry a Conditional Right of Exchange into Ordinary Shares of Bay Street Holdings Ltd. The right of exchange will only become unconditional if a qualifying public offering takes place between 2005 and 2012. This depends on a number of factors, namely capital market conditions, the willingness of the shareholders of Bay Street Holdings Ltd. to actively support such an offering and the prospect of obtaining a reasonable price for the ordinary shares. If a qualifying public offering does not take place between these dates, the conditional right of exchange shall lapse and no exchange rights will come into existence in respect of the bonds. In such case the bonds will be repayable in full on 26 June 2012, the redemption date.

Coupon

8%

Amount Issued

€2,785,434

ISIN Code

MT0000221201

Maturity

The Bonds will be redeemed at 100% (par) on 26 June 2012.

Interest Payment

Annually on 26 June

XD Date

12 June

Listing

Alternative Companies List

Directors

Paul Camilleri, Christopher Grech, Rene H. Formosa.

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