IMPORTANT NOTICE NOT FOR DISTRIBUTION TO ANY US PERSON OR TO ANY PERSON OR ...

428 Pages·2010·6.41 MB·English

IMPORTANT NOTICE
NOT FOR DISTRIBUTION TO ANY U.S. PERSON OR TO ANY PERSON OR ADDRESS IN
THE UNITED STATES
IMPORTANT: You must read the following before continuing. The following applies to the
prospectus attached to this electronic transmission (the "Prospectus"), and you are therefore advised to
read this carefully before reading, accessing or making any other use of the Prospectus. In accessing the
Prospectus, you agree to be bound by the following terms and conditions, including any modifications to
them any time you receive any information from us as a result of such access.
NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY THE SECURITIES OF THE ISSUER IN THE
UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE
SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES MAY NOT BE OFFERED
OR SOLD IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR THE BENEFIT OF, U.S.
PERSONS (WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT)
EXCEPT IN CERTAIN TRANSACTIONS EXEMPT FROM, OR NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR
LOCAL SECURITIES LAWS. THE FOLLOWING PROSPECTUS MAY NOT BE FORWARDED OR
DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER
WHATSOEVER, AND IN PARTICULAR, MAY NOT BE FORWARDED TO ANY U.S. PERSON OR
TO ANY U.S. ADDRESS. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS
DOCUMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS
DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE
LAWS OF OTHER JURISDICTIONS.
This Prospectus has been delivered to you on the basis that you are a person into whose possession this
Prospectus may be lawfully delivered in accordance with the laws of the jurisdiction in which you are
located and you may not, nor are you authorised to, deliver this Prospectus to any other person. In order
to be eligible to view this Prospectus or make an investment decision with respect to the securities,
investors must not be U.S. persons (within the meaning of Regulation S under the Securities Act). By
accessing the Prospectus, you shall be deemed to have confirmed and represented to us that (a) you have
understood and agree to the terms set out herein, (b) you consent to delivery of the Prospectus by
electronic transmission, (c) you are either (i) not a U.S. person (within the meaning of Regulation S under
the Securities Act) or acting for the account or benefit of a U.S. person and the electronic mail address
that you have given to us and to which this e-mail has been delivered is not located in the United States,
its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa,
Wake Island and the Northern Mariana Islands) or the District of Columbia and (d) if you are a person in
the United Kingdom, then you are a person who (i) has professional experience in matters relating to
investments or (ii) is a high net worth entity falling within Article 49(2)(a) to (d) of the Financial Services
and Markets Act (Financial Promotion) Order 2005 or a certified high net worth individual within Article
48 of the Financial Services and Markets Act (Financial Promotion) Order 2005.
This Prospectus has been sent to you in an electronic form. You are reminded that documents transmitted
via this medium may be altered or changed during the process of electronic transmission and
consequently neither Dignity Finance PLC nor The Royal Bank of Scotland nor any lead manager nor any
person who controls any of them, nor any director, officer, employee or agent of Dignity Finance PLC or
The Royal Bank of Scotland or any lead manager nor any affiliate of any such person accepts any liability
or responsibility whatsoever in respect of any difference between the Prospectus distributed to you in
electronic format and the hard copy version available to you on request from Dignity Finance PLC nor
The Royal Bank of Scotland or any lead manager.
DIGNITY FINANCE PLC
(incorporated in England and Wales as a public limited liability company under registered number 04488292)
£48,650,000 Class A Secured 6.310% Notes due 2023
Issue Price: 116.24660341%
(Issued with accrued interest from and including 30 June 2010)
£33,100,000 Class B Secured 8.151% Notes due 2031
Issue Price: 126.62650411%
(Issued with accrued interest from and including 30 June 2010)
Dignity Finance PLC (the "Issuer") will issue, on or about 27 September 2010 (the "Second Further Closing Date"), £48,650,000 Class A Secured
6.310% Notes due 2023 ("Second Further Class A Notes") and £33,100,000 Class B Secured 8.151% Notes due 2031 ("Second Further Class B
Notes" and, together with the Second Further Class A Notes, the "Second Further Notes"). The principal amount outstanding of the Second Further
Class A Notes as at the Second Further Closing Date will be £38,897,886.36.
The Second Further Class A Notes will have the same terms and conditions as, and will be consolidated and form a single series and rank pari passu
with (i) the £110,000,000 Class A Secured 6.310% Notes due 2023 issued on 11 April 2003 (the "Initial Closing Date") (the "Initial Class A Notes")
and (ii) the £45,550,000 Class A Secured 6.310% Notes due 2023 issued on 21 February 2006 (the "First Further Closing Date") (the "First Further
Class A Notes" and, together with the Initial Class A Notes, the Second Further Class A Notes, and any Further Class A Notes, the "Class A Notes").
The Second Further Class B Notes will have the same terms and conditions as, and will be consolidated and form a single series and rank pari passu
with (i) the £100,000,000 Class B Secured 8.151% Notes due 2031 issued on the Initial Closing Date (the "Initial Class B Notes" and (ii) the
£32,500,000 Class B Secured 8.151% Notes due 2031 issued on the First Further Closing Date (the "First Further Class B Notes" and, together with
the Initial Class B Notes, the Second Further Class B Notes and any Further Class B Notes, the "Class B Notes").
The Initial Class A Notes, the First Further Class A Notes, the Initial Class B Notes and the First Further Class B Notes are listed on the Main
Securities Market of the Irish Stock Exchange.
The Prospectus has been approved by the Irish Financial Services Regulatory Authority (the "Financial Regulator"), as competent authority under
Directive 2003/71/EC (the "Prospectus Directive"). The Financial Regulator only approves this Prospectus as meeting the requirements imposed
under Irish and EU law pursuant to the Prospectus Directive. Application has been made to the Irish Stock Exchange for the Second Further Notes to
be admitted to the official list (the "Official List") and trading on its regulated market (the "Main Securities Market"). No assurance can be given
that such application will be successful. The Main Securities Market is a regulated market for the purposes of Directive 2004/39/EC (the "Markets in
Financial Instruments Directive"). This document constitutes the prospectus (the "Prospectus") and comprises a Prospectus for the purposes of
Article 5.4 of the Prospectus Directive.
The primary source of funds for the payment of principal and interest on the Initial Class A Notes, the Initial Class B Notes, the First Further Class A
Notes, the First Further Class B Notes (such First Further Class A Notes and First Further Class B Notes, together, the "First Further Notes") and the
Second Further Notes (together with the Initial Class A Notes, the Initial Class B Notes, the First Further Notes and any other Further Notes and any
New Notes, the "Notes") will be the right of the Issuer to receive interest and principal repayments under a secured loan (the "Issuer/Borrower Loan")
made by the Issuer to Dignity (2002) Limited (the "Borrower"). The Issuer made an initial advance (the "Initial Advance") to the Borrower under the
Issuer/Borrower Loan on the Initial Closing Date and a further advance (the "First Further Advance") to the Borrower on the First Further Closing
Date. The Issuer will make a second further advance (the "Second Further Advance") to the Borrower on or about the Second Further Closing Date.
The Second Further Advance will have similar terms as, and will be consolidated and rank pari passu with, the Initial Advance and the First Further
Advance.
The Second Further Notes will be obligations solely of the Issuer and will not be guaranteed by, or be the responsibility of, any other entity. In
particular the Second Further Notes will not be obligations of, and will not be guaranteed by, the Note Trustee, the Security Trustee, the Swap
Counterparty, the Liquidity Facility Provider, the Arranger, the Lead Manager, the Paying Agents, Dignity (excluding the Issuer), each as defined in
"The Parties" below) or any other person other than the Issuer.
The Second Further Class A Notes are expected upon issue to be rated "A" by Fitch Ratings Limited ("Fitch") and "A (sf)" by Standard & Poor's
Ratings Services, a division of the McGraw-Hill Companies, Inc. ("S&P" and, together with Fitch, the "Rating Agencies" and each a "Rating
Agency"). The Second Further Class B Notes are expected upon issue to be rated "BBB" by Fitch and "BBB (sf)" by S&P. A credit rating is not a
recommendation to buy, sell or hold securities and may be subject to revision or withdrawal by the assigning Rating Agency.
On the basis of the issue price of the Second Further Class A Notes of 116.24660341 per cent. of their principal amount, the gross yield of the Second
Further Class A Notes is 4.007 per cent. on a semi-annual basis. On the basis of the issue price of the Second Further Class B Notes of 126.62650411
per cent. of their principal amount, the gross yield of the Second Further Class B Notes is 5.845 per cent. on a semi-annual basis.
The Second Further Notes have not been, and will not be, registered under the U.S. Securities Act of 1933 (the "Securities Act") and may not be
offered or sold within the United States or to, or for the account or benefit of, U.S. persons. The Second Further Notes will be offered and sold to non-
U.S. persons in offshore transactions in reliance on Regulation S under the Securities Act. The Second Further Notes are being sold in reliance on the
exemption from the provisions of Section 5 of the Securities Act provided by Regulation S.
See "Risk Factors" for a discussion of certain information that should be considered by prospective investors in the Second Further Notes.
Arranger and Lead Manager
The Royal Bank of Scotland
The date of this Prospectus is 22 September 2010
The Issuer accepts responsibility for the information contained in this Prospectus. To the best of the
knowledge and belief of the Issuer (which has taken all reasonable care to ensure that such is the case)
the information contained in this Prospectus is in accordance with the facts and does not omit anything
likely to affect the import of such information.
Each Obligor accepts responsibility for all information contained in this document relating to it (together
the "Obligors' Information"). To the best of the knowledge and belief of each Obligor (which has taken
all reasonable care to ensure that such is the case) the Obligors' Information is in accordance with the
facts and does not omit anything likely to affect the import of such information. No representation,
warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by any
Obligor as to the accuracy or completeness of any information contained in this Prospectus (other than
the Obligors' Information) or any other information supplied in connection with the Second Further
Notes or their distribution. Other than in respect of the Obligors' Information, no Obligor has separately
verified the information contained herein and no representation, warranty or undertaking, express or
implied, is made and no liability accepted by any Obligor as to the accuracy or completeness of such
information. Each person receiving this Prospectus acknowledges that such person has not relied on any
Obligor or any of its affiliates in connection with its investigation of the information contained herein
(other than the Obligors' Information).
The Liquidity Facility Provider accepts responsibility for the information contained in "The Liquidity
Facility Provider" below. To the best of the knowledge and belief of the Liquidity Facility Provider this
information is in accordance with the facts and does not omit anything likely to affect the import of such
information.
The report reproduced in Appendix 1 was produced by DTZ Debenham Tie Leung Limited, Real Estate
Advisors, acting through their office at 48 Warwick Street, London W1B 5NL, was signed by a Chartered
Surveyor and is reproduced herein in the form and context in which it appears with their consent. DTZ
Debenham Tie Leung Limited does not have any material interest in the Issuer or the Borrower.
The Borrower auditors' reports reproduced as part of Appendices 2 and 3 were produced by
PricewaterhouseCoopers LLP, a member of the Institute of Chartered Accountants in England and
Wales, Registered Auditors and independent auditors to the Issuer and the Borrower and the Borrower's
subsidiaries. PricewaterhouseCoopers LLP does not have any material interest in the Issuer or the
Borrower.
The Issuer has confirmed to the Lead Manager that this Prospectus contains all information which is (in
the context of the issue, offering and sale of the Notes) material; that such information is true and
accurate in all material respects and is not misleading in any material respect; that any opinions,
predictions or intentions expressed herein are honestly held or made and are not misleading in any
material respect; that this Prospectus does not omit to state any material fact necessary to make such
information, opinions, predictions or intentions (in the context of the issue, offering and sale of the Notes)
not misleading in any material respect; and that all proper enquiries have been made to verify the
foregoing.
This Prospectus does not constitute an offer or an invitation to subscribe for or purchase any Second
Further Notes and should not be considered as a recommendation by the Issuer, the Note Trustee, the
Security Trustee, the Liquidity Facility Provider, the Swap Counterparty, the Paying Agents, the Working
Capital Facility Provider, the Lead Manager or the Arranger that any recipient of this Prospectus should
subscribe for or purchase any Second Further Notes.
No person is or has been authorised to give any information or to make any representation regarding the
Issuer or the Second Further Notes other than as contained in this Prospectus or as approved for such
purpose by the Issuer. Any such information or representation must not be relied upon as having been
authorised by either the Issuer or any of the Arranger, the Lead Manager, the Security Trustee, the
Liquidity Facility Provider, the Swap Counterparty, the Paying Agents, the Working Capital Facility
Provider, the Note Trustee or any of their respective affiliates.
The delivery of this Prospectus does not at any time imply that the information contained herein
concerning the Issuer, any Obligor, the Swap Counterparty or the Liquidity Facility Provider is correct
at any time subsequent to the date hereof or that any other financial statements or any further
information supplied pursuant to the terms of the Second Further Notes is correct as of any time
subsequent to the date indicated in the document containing the same.

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The Issuer, the Arranger, the Lead Manager, the Note Trustee, the Security Trustee, the Liquidity Facility
Provider, the Swap Counterparty, the Paying Agents and the Working Capital Facility Provider do not
represent that this Prospectus may be lawfully distributed, or that Second Further Notes may be lawfully
offered, in compliance with any applicable registration or other requirements in any jurisdiction, or
pursuant to an exemption available thereunder, or assume any responsibility for facilitating any such
distribution or offering. Accordingly, persons into whose possession this Prospectus or any Second
Further Notes come must inform themselves about, and observe, any such restrictions. In particular,
(save for the approval of this Prospectus by the Irish Stock Exchange) no action has been taken by the
Issuer, the Arranger, the Lead Manager, the Note Trustee, the Security Trustee, the Liquidity Facility
Provider, the Swap Counterparty, the Paying Agents, the Working Capital Facility Provider or any agent
which would permit a public offering of any Second Further Notes or distribution of this Prospectus in
any jurisdiction where action for that purpose is required. Accordingly, Second Further Notes may not
lawfully be offered or sold, directly or indirectly, and neither this Prospectus nor any advertisement or
other offering material may be distributed or published in any jurisdiction, except under circumstances
that will result in compliance with any applicable laws and regulations and the Arranger and the Lead
Manager have represented that all offers and sales by them will be made on the same terms.
The distribution of this Prospectus and the offer or sale of any of the Second Further Notes may be
restricted by law in certain jurisdictions. Persons into whose possession this Prospectus or any Second
Further Notes come must inform themselves about, and observe, any such restrictions. For a description
of certain restrictions on offers; sales and deliveries of Second Further Notes and on the distribution of
this Prospectus, see "Subscription and Sale". In particular, the Second Further Notes have not been and
will not be registered under the Securities Act and are subject to U.S. tax law requirements. Subject to
certain exceptions, Second Further Notes may not be offered, sold or delivered within the United States
or to U.S. persons.
Prospective investors of the Second Further Notes should ensure that they understand the nature of the
Second Further Notes in which they are investing and the extent of their exposure to risk and that they
consider the suitability of the such notes as an investment in the light of their own circumstances and
financial condition. Each Noteholder should have sufficient knowledge, experience and professional
advice to make its own legal, tax, accounting and financial evaluation of the merits and risks of
investment in the Second Further Notes and in purchasing the Second Further Notes is not relying on
either the views or advice of, or any information with respect to the Issuer, the Borrower or any of their
respective affiliates.
In this Prospectus, references to "£" "Sterling" and "Pounds Sterling" are to the lawful currency for the
time being of the United Kingdom of Great Britain and Northern Ireland and references to "EUR" or
"euro" are to the single currency introduced at the start of the third stage of European Economic and
Monetary Union pursuant to the Treaty establishing the European Community, as amended by the Treaty
on European Union.
Save where the context otherwise requires, references in this Prospectus to any statutory provision shall
be deemed also to refer to any statutory modification or re-enactment thereof or to any statutory
instrument, order or regulation made thereunder or under any such re-enactment.
In connection with the issue of the Second Further Notes, The Royal Bank of Scotland plc (the
"Stabilising Manager") (or persons acting on behalf of the Stabilising Manager) may over-allot
Second Further Notes or effect transactions with a view to supporting the market price of such Second
Further Notes at a level higher than that which might otherwise prevail. However, there is no
assurance that the Stabilising Manager (or persons acting on behalf of the Stabilising Manager) will
undertake stabilisation action. Any stabilisation action may begin on or after the date on which
adequate public disclosure of the terms of the offer of the Second Further Notes is made and, if begun,
may be ended at any time, but it must end no later than the earlier of 30 days after the issue date of the
Second Further Notes and 60 days after the date of the allotment of the Second Further Notes. Any
stabilisation action or over-allotment must be conducted by the Stabilising Manager (or persons acting
on behalf of the Stabilising Manager) in accordance with all applicable laws and rules.
Capitalised terms used in this Prospectus are defined where indicated in the Index of Defined Terms.
Where there is a conflict between the definition of a term in the Conditions and the definition of a term
elsewhere in the Prospectus, the definition in the Conditions shall prevail.

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CONTENTS
Page
SUMMARY ..................................................................................................................................................... 1
DIGNITY BUSINESS – AN OVERVIEW .................................................................................................... 3
INFORMATION INCORPORATED BY REFERENCE .............................................................................. 5
TRANSACTION STRUCTURE AND SECURITISATION GROUP .......................................................... 6
DIAGRAMMATIC OVERVIEW OF THE SECURITY STRUCTURE ...................................................... 7
THE PARTIES................................................................................................................................................. 8
TRANSACTION SUMMARY ..................................................................................................................... 17
BUSINESS DESCRIPTION ......................................................................................................................... 26
RISK FACTORS ........................................................................................................................................... 53
DESCRIPTION OF THE PRINCIPAL FINANCE DOCUMENTS ........................................................... 77
DESCRIPTION OF THE ISSUER TRANSACTION DOCUMENTS ..................................................... 148
USE OF PROCEEDS .................................................................................................................................. 154
THE ISSUER ............................................................................................................................................... 155
THE BORROWER ...................................................................................................................................... 157
THE LIQUIDITY FACILITY PROVIDER ............................................................................................... 159
SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM .............. 160
TERMS AND CONDITIONS OF THE NOTES ....................................................................................... 162
UNITED KINGDOM TAXATION ............................................................................................................ 203
SUBSCRIPTION AND SALE .................................................................................................................... 205
GENERAL INFORMATION ..................................................................................................................... 207
APPENDIX 1 PROPERTY PORTFOLIO VALUATION ......................................................................... 211
APPENDIX 2 DIRECTORS' REPORT AND CONSOLIDATED FINANCIAL STATEMENTS OF THE
BORROWER FOR THE 12 MONTH PERIOD ENDED 25 DECEMBER 2009 .................................... 271
APPENDIX 3 DIRECTORS' REPORT AND CONSOLIDATED FINANCIAL STATEMENTS OF THE
BORROWER FOR THE 12 MONTH PERIOD ENDED 26 DECEMBER 2008 .................................... 338
APPENDIX 4 THE BORROWER'S UNAUDITED INVESTOR REPORT FOR THE 52 WEEK
PERIOD ENDED 25 JUNE 2010 ............................................................................................................... 404
INDEX OF DEFINED TERMS .................................................................................................................. 418

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SUMMARY
This summary must be read as an introduction to this Prospectus and any decision to invest in the Second
Further Notes should be based on a consideration of the Prospectus as a whole, including the documents
incorporated by reference. Following the implementation of the Prospectus Directive (Directive
2003/71/EC) in each Member State of the European Economic Area, no civil liability attaches to the
Issuer in any such Member State solely on the basis of this summary, including any translation thereof,
unless it is misleading, inaccurate or inconsistent when read together with the other parts of this
Prospectus, including any information incorporated by reference. Where a claim relating to the
information contained in this Prospectus is brought before a court in a Member State of the European
Economic Area, the plaintiff may, under the national legislation of the Member State where the claim is
brought, be required to bear the costs of translating this Prospectus before the legal proceedings are
initiated.
Words and expressions defined in the "Terms and Conditions of the Notes" below or elsewhere in this
Prospectus have the same meaning in this summary.
The following is only a summary of, and should be read in conjunction with, the more detailed
information elsewhere in this Prospectus.
Transaction Overview
On 20 December 2002, a £210,000,000 senior term facility was granted to the Borrower. On the Initial
Closing Date, the Issuer issued the Initial Class A Notes and the Initial Class B Notes (together the
"Initial Notes") and pursuant to a loan agreement (as amended, varied and supplemented from time to
time, the "Issuer/Borrower Loan Agreement") entered into by, inter alios, the Issuer and the Borrower,
used the proceeds of the Initial Notes to make the Initial Advance to the Borrower in two tranches
corresponding to the two classes of Initial Notes. The Borrower used the proceeds to, inter alia, repay the
£210,000,000 senior term facility.
On the First Further Closing Date, the Issuer issued the First Further Class A Notes and First Further
Class B Notes (such First Further Class A Notes and First Further Class B Notes together, the "First
Further Notes"). The proceeds of the First Further Notes were lent by the Issuer to the Borrower as the
First Further Advance pursuant to the Issuer/Borrower Loan Agreement. The Borrower used the proceeds
to, inter alia, repay certain intra-group indebtedness and make dividends to enable Dignity plc to make a
return of value of £80,000,000 to its shareholders.
On the Second Further Closing Date, the Issuer will apply the proceeds of the Second Further Notes
pursuant to the terms of the Issuer/Borrower Loan Agreement to (i) make the Second Further Advance to
the Borrower in an amount equal to the aggregate principal amount outstanding of the Second Further
Notes, and (ii) to pay a loan premium ("Loan Premium" and, together with the Second Further Advance,
the "Composite Amount") to the Borrower in an amount equal to the premium at which the Second
Further Notes are issued. The Second Further Advance will be made in two tranches corresponding to the
two classes of Second Further Notes. Each tranche of the Second Further Advance will be consolidated
with the corresponding tranche of the Initial Advance and the First Further Advance.
On or after 27 September 2010, it is intended that the Borrower will apply the proceeds of the Composite
Amount to pay dividends to Dignity (2004) Limited ("D2004") which will use such funds to pay
dividends to Dignity plc which will in turn use the majority of such funds (i) to make a return of value of
approximately £63,900,000 to its shareholders, (ii) to pay fees and (iii) to make a payment of £1,000,000
into the Dignity Pensions and Assurance Scheme (the "Pension Scheme") (see "Risk Factors – Risks
Relating to Dignity's Business – Pensions" below). Some of the proceeds of the Second Further Advance
may also be retained by Dignity plc.
Subject in each case to, and as more particularly set out under, "Description of the Principal Finance
Documents", the payment of interest and repayment of principal by the Borrower in respect of the
Issuer/Borrower Loan provides the primary source of funds for the Issuer to make payments of interest
and repayments (or prepayments) of principal under the Notes (including the Second Further Notes) and
to pay any amounts due to the Senior Finance Parties in accordance with their respective entitlements and
priorities. In the event that the Issuer has insufficient funds to make payments due on the Notes, it may in
certain circumstances draw on the Liquidity Facility. The Issuer's obligations under the Notes and the

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Issuer Transaction Documents are secured by fixed and floating security granted by the Issuer over all its
property, undertaking and assets. This security is held and is enforceable by the Note Trustee in
accordance with the provisions of the Security Deed.
The obligations of the Borrower to the Issuer under the Issuer/Borrower Loan Agreement are met
principally from the proceeds of intra-group loans to the Borrower from other members of the
Securitisation Group. These intra-group loans are funded by revenues generated by the business
operations of the Securitisation Group which are described below. The obligations of the Borrower and
the other Obligors under, among other agreements, the Issuer/Borrower Loan Agreement are secured by
the fixed and floating security which the Obligors have granted over all their property, undertaking and
assets. This security is held and is enforceable by the Security Trustee on behalf of the Senior Finance
Parties in accordance with the provisions of the security documents.
In addition, the Guarantors have guaranteed each of the obligations of each other Guarantor and have
granted security over all their assets in favour of the Security Trustee.
There are certain aspects of the Second Further Notes and related transactions about which prospective
Noteholders should be aware. In particular, the Second Further Notes are the obligations of the Issuer
only, which, as a special purpose entity, has no business operations other than the issue of the Notes and
the related transactions. The ability of the Issuer to meet its obligations under the Second Further Notes is
dependent on receipt of funds from the Borrower as set out above. The ability of the Borrower to make
payments is dependent on the performance of the business of the Securitisation Group. The business of
the Securitisation Group may be affected by a range of factors such as changes in death rates, increased
competition, reputation, regulatory change, risks arising from the pre-arranged funerals business and
environmental issues. There are also risks relating to taxation in respect of the Second Further Notes, the
Borrower and the Securitisation Group and the pre-arranged funeral trusts which could have an impact on
the amount to be paid to Noteholders or the ability of the Issuer to meets its obligations in respect of the
Second Further Notes. There are also risks associated with the security granted by the Securitisation
Group such as risks specific to the Mortgaged Properties and the possibility that the fixed security granted
over accounts and revenues could be reclassified as floating security. The risks associated with the
Second Further Notes and related transactions are set out in "Risk Factors" below.

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DIGNITY BUSINESS – AN OVERVIEW
Dignity is the United Kingdom's only listed provider of funeral related services (funeral services,
crematoria and pre-arranged funerals).
On 11 February 2002, Dignity Services, which was previously the United Kingdom subsidiary of Service
Corporation International Inc. ("SCI"), was the subject of a £235 million management buy out. For the
purpose of this acquisition, CIBC World Markets Plc acted as the senior and mezzanine lender, providing
£140 million and £40 million respectively. The remainder of the acquisitions funds were provided by
equity investment, including Montagu Private Equity funds.
The senior acquisition debt was refinanced by a bridge facility provided by JPMorgan Chase Bank on 20
December 2002 (the "Bridge Closing Date"). This in turn was refinanced on 11 April 2003, when the
Dignity Group raised £210 million by issuing the Initial Notes.
On 19 March 2004, the Dignity Group re-organised (as part of an initial public offering of shares listed
with the London Stock Exchange (the "Listing") which took place on 8 April 2004 (the "Listing Date")).
The listing raised £123 million before expenses, which was used by the Dignity Group to repay junior
debt, secure a more diversified ownership and provide more stable financing for the Dignity Group.
On 21 February 2006, the Dignity Group issued the First Further Notes, raising gross proceeds of £90
million. £80 million was returned to shareholders and £10 million was paid into the Dignity Group's
defined benefit pension scheme in order to address the actuarial deficit.
The Dignity operating group comprises Dignity Services and its subsidiaries which, with the Borrower,
are members of the Securitisation Group as indicated in "Diagrammatic Overview of the Securitisation
Group" below. All financial information referred to relates to the Securitisation Group and not Dignity
plc and its subsidiaries.
Dignity provides a full range of funeral services through three principal lines of business:
Funeral Services (73% of LTM June 2010 revenues):
This business has a total of 554 funeral locations as at the end of June 2010, operating as part of the
Dignity network, under their established local trade names. In the 52 week period ended 25 June 2010
("LTM June 2010" or "LTM June 2010" or "LTM 2010"), Dignity conducted 63,600 funerals,
representing an 11.6% share of the total UK funeral market. A further 6 locations have been acquired or
opened since 25 June 2010 and 1 location has been closed.
Crematoria (19% of LTM June 2010 revenues):
Dignity is the largest private operator of crematoria in the United Kingdom. Dignity's crematoria
business comprises 30 operational crematoria as at the end of June 2010, of which 6 also have cemeteries.
In the LTM June 2010, Dignity performed 43,300 cremations. One further crematorium has been opened
since 25 June 2010.
Pre-Arranged funerals (8% of LTM June 2010 revenues):
Dignity is a major provider in the pre-arranged funerals market with approximately 226,500 unfulfilled
pre-arranged plans outstanding as at June 2010.
The main objective of Dignity's pre-arranged funeral business is to generate a backlog of prearranged
funeral plans that may result in funerals in future years that the Dignity Group would not have otherwise
performed.
Summary historical financial information
Financial statements of the Borrower and its subsidiaries for the 12 month period ended 25 December
2009 and the 12 month period ended 26 December 2008 are set out in Appendices 2 and 3 respectively
and the Borrower's Unaudited Investor Report for the 52 week period ended 25 June 2010 is set out in
Appendix 4.

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Historical financial information for the 52 week period ended December 2005, the 52 week period ended
December 2006, the 52 week period ended December 2007, the 52 week period ended December 2008
and the 52 week period ended December 2009 has been extracted from the unaudited investor reports for
the corresponding periods. Historical financial information for the 26 week period ended June 2010 has
been extracted from the unaudited investor report for the corresponding period included in Appendix 4.
Figure 1: Dignity – EBITDA** by Operating Division
52 weeks
52 weeks 52 weeks 52 weeks 52 weeks 52 weeks LTM Jun
2005 2006 2007 2008 2009 2010
£m £m £m £m £m £m
Funeral Services 41.4 44.6 47.7 52.2 52.9 52.8
Crematoria 13.1 13.3 15.2 16.2 18.7 19.6
Pre-arranged 0.9 1.2 0.9 1.0 2.0 2.5
Central Costs (7.9) (8.4) (8.6) (9.5) (9.6) (9.4)
EBITDA 47.5 50.7 55.2 59.9 64.0 65.5

**
"EBITDA" is as defined in the Issuer/Borrower Loan Agreement (See "Principal Finance Documents – Issuer/ Borrower Loan
Agreement"). Consequently, EBITDA as set out above does not represent the consolidated profit before depreciation,
amortisation, interest and taxation of the Securitisation Group in accordance with GAAP, as it, inter alia:
(i) excludes any profits/ losses on disposals of fixed assets;
(ii) excludes any Surpluses received from any Trusts;
(iii) includes pension costs incurred by the Securitisation Group on a cash basis, rather than in accordance with FRS 17; and
(iv) excludes any transaction costs relating to the Senior Bridge Facility and the securitisation documents.

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INFORMATION INCORPORATED BY REFERENCE
The information set out in the table below shall be deemed to be incorporated in, and to form part of, this
Prospectus provided however that any statement contained in any document incorporated by reference in,
and forming part of, this Prospectus shall be deemed to be modified or superseded for the purpose of this
Prospectus to the extent that a statement contained herein modifies or supersedes such statement.
Such documents have been filed with the Irish Stock Exchange and will be made available in hard copy,
free of charge, during usual business hours at the specified offices of the Issuer, unless such documents
have been modified or superseded.
For ease of reference, the tables below set out the relevant page references for the financial statements,
the notes to the financial statements and the Auditors' reports for the years ended 26 December 2008 and
25 December 2009 for the Issuer, as set out in the respective annual reports.
Dignity Finance PLC
Financial Statements Year ended 26 December 2008
Profit and loss account ......................................................................................................................... Page 4
Balance sheet ....................................................................................................................................... Page 5
Notes to Financial Statements .................................................................................................... Page 6 to 17
Auditors Report .................................................................................................................................... Page 3
Dignity Finance PLC
Financial Statements Year ended 25 December 2009
Profit and loss account ......................................................................................................................... Page 5
Balance sheet ....................................................................................................................................... Page 6
Notes to Financial Statements .................................................................................................... Page 7 to 19
Auditors Report .................................................................................................................................... Page 4

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