INFORMATION BOOKLET

1 June 2011

PLACES FOR PEOPLE CAPITAL MARKETS PLC 5% Sterling Fixed Rate Bonds Due 27 December 2016 guaranteed by PLACES FOR PEOPLE HOMES LIMITED
Lead Manager and Bookrunner and Distributor Evolution Securities Distributors Killik & Co LLP Redmayne-Bentley LLP Selftrade (Talos Securities Ltd)

IMPORTANT INFORMATION This Information Booklet is an advertisement for the purposes of Prospectus Rule 3.3 and Article 34 of Commission Regulation (EC) No 809/2004 and is not a prospectus for the purposes of EU Directive 2003/71/EC (the "Directive") and/or Part VI of the Financial Services and Markets Act 2000 (the "FSMA"). This is a financial promotion approved by Evolution Securities Limited, which is authorised and regulated by the Financial Services Authority, and made by Places for People Capital Markets plc which is the legal entity that will issue the bonds (the meaning of that term is explained below) and Places for People Homes Limited which is the legal entity that will guarantee Places for People Capital Markets plc's obligations under the bonds. References to the "Issuer" in this Information Booklet are references to Places for People Capital Markets plc and references to the "Guarantor" in this Information Booklet are references to Places for People Homes Limited. This Information Booklet relates to the Issuer's 5% 5 years and 6 months sterling fixed rate bonds (referred to in this Information Booklet as the "bonds"). An Offering Circular (as supplemented from time to time) (the "Offering Circular") which comprises a base prospectus for the purposes of Article 5.4 of the Directive and final terms relating to the bonds (the "Final Terms") have been prepared and made available to the public in accordance with the Directive. Copies of the Offering Circular and the Final Terms are available from the website of the London Stock Exchange and in hard copy at the registered office of the Issuer and the Guarantor for a period of 12 months following the date of the Offering Circular. Any investment decision should be made solely on the basis of a careful review of the Offering Circular and the Final Terms. Please therefore read the Offering Circular and Final Terms carefully before you invest. You should ensure that you understand and accept the risks relating to an investment in the bonds before making such an investment, otherwise you should seek independent advice. The bonds have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") and the bonds, which are in bearer form, are subject to certain U.S. tax law requirements. The bonds may not be offered, sold or delivered within the United States of America or to U.S. persons. For additional information, see the "Subscription and Sale" section in the Offering Circular.

Places for People Capital Markets plc 5% 5 Years and 6 Months Sterling Fixed Rate Bonds guaranteed by Places for People Homes Limited
The Issuer's 5% 5 years and 6 months sterling fixed rate bonds offer interest of 5% per annum on the face value of 100 per bond. Interest will be paid in two semi-annual instalments in arrear on 27 June and 27 December in each year for 5 years and 6 months until the bonds expire. When the bonds expire, the face value of 100 per bond will be repayable by the Issuer. Although the face value of each bond is 100, it is not possible to purchase less than 2,000 in face value of the bonds from your distributor as part of the initial subscription. The Offering Circular and the Final Terms are also available for inspection at the Issuer and the Guarantor's registered office at 305 Gray's Inn Road, London WC1X 8QR. Copies should also have been provided to you by your authorised distributor and you are referred to "Important information" above.

What is a bond?
A fixed rate bond is a form of borrowing by a company seeking to raise funds from investors. The bonds have a fixed life. The company promises to pay a fixed rate of interest to the investor (i.e. the bondholder) until the date that the bond expires when it also promises to repay the amount borrowed.
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You do not have to keep the bonds until the date that the bond expires. A bond is a tradable instrument whereas a traditional loan (including a normal bank deposit or bank account) is not. The market price of a bond will fluctuate between the beginning of a bond's lifetime and when it expires. However, assuming the Issuer or the Guarantor do not go out of business or become insolvent, the bond will be repaid at its face value upon expiration of the bond. Please see the "How to trade the bonds" section below.

Interest on the bonds

The level of interest offered on the bonds is fixed when the bonds are issued. For every 100 face value of the bonds held, the Issuer will pay interest of 2.50 twice a year for the next 5 years and 6 months. You are referred to "Key risks of investing in the bonds" below.

Principal on the bonds

Assuming the Issuer or the Guarantor do not go out of business or become insolvent, the bonds will be redeemed at 100 per cent. of the face value on 27 December 2016. The bonds may also be redeemed early at the option of the Issuer at 100 per cent. of the face value in the event that either the Issuer or the Guarantor is obliged to pay additional amounts in respect of the bonds pursuant to their terms following a change in United Kingdom tax law. You are referred to "Key risks of investing in the bonds" below.

The Guarantee
All payments due from the Issuer under the bonds will be guaranteed by Places for People Homes Limited.

Holding the bonds

The bonds will be held in custody for you by your distributor, or as may be arranged by your distributor.

Key features of the bonds

Issuer: Places for People Capital Markets plc, guaranteed by the Guarantor. Guarantor: Places for People Homes Limited. Interest rate: 5%. The actual return for investors will depend on the price at which they purchase bonds. Interest will be paid in two semi-annual instalments in arrear on 27 June and 27 December each year for 5 years and 6 months until the bonds expire. Offerors and offer period: a number of authorised distributors have been approved by the Issuer to provide this document, the Offering Circular and the Final Terms to potential investors in the bonds in the period from 1 June 2011 until 17 June 2011 or such earlier or later time and date as agreed between the Issuer and the Lead Manager and announced via a Regulatory Information Service (the End of Offer Date). Any offer to sell the bonds made or received from any other party, or by any party after the End of Offer Date may not have been approved by the Issuer and investors should check with the offeror whether or not the offeror is so approved. Date on which the bonds are issued and on which interest begins to accrue: 27 June 2011. Term of the bonds: 5 years and 6 months. Maturity date (i.e. when the bond expires): 27 December 2016. Face value of each bond: 100. Although the face value of each bond is 100, it is not possible to purchase less than 2,000 in face value of the bonds from your distributor. Documentation: the Offering Circular and Final Terms containing the final bond terms. The amount of the bonds to be issued will be published via a pricing announcement published by RNS (i.e. the Regulatory News Service of the London Stock Exchange) on or around 17 June 2011. Issue price: 100 per cent. of the face value. Redemption: at 100 per cent. of the face value when the bond expires. The bonds may be redeemed early at the option of the Issuer at 100 per cent. of the face value in the event that either the Issuer or the Guarantor is obliged to pay additional amounts in respect of the bonds pursuant to their terms following a change in United Kingdom tax law. However, please see the "Key Risks" below. Trading: bondholders will, subject to market conditions, be able to buy bonds or sell their bonds during the term of the bonds. See "How to trade the bonds" below for more details. Bond reference number: XS0635014177. Amount of the bonds to be issued: The total amount of the bonds to be issued will depend on the number of applications to purchase the bonds received before the bonds are issued. There is no minimum total amount of the bonds that may be issued.

Places for People Capital Markets plc

Places for People Capital Markets plc is a public limited company incorporated in England and Wales on 5 May 2011 with registered number 7623063 under the Companies Act 2006. Places for People Capital Markets plc is a wholly-owned subsidiary of Places for People Group Limited. The registered address of Places for People Capital Markets plc is 305 Grays Inn Road, London WC1X 8QR. The telephone number of its registered address is 020 7843 3800. Places for People Capital Markets plc has no subsidiaries. Places for People Capital Markets plc is a special purpose company established for the purpose of issuing bonds under the Programme described in the Offering Circular (and incurring other indebtedness) and lending the proceeds thereof to Places for People Homes Limited to be applied in the achievement of Places for People Homes Limiteds objects. Places for People Capital Markets plc is 100 per cent. owned by Places for People Group Limited. Please refer to the section in the Offering Circular entitled "Places for People Capital Markets plc" for additional information on Places for People Capital Markets plc.

Places for People Homes Limited

Places for People Homes Limited was incorporated with limited liability under the Industrial and Provident Societies Act 1965 (with registered number 19447R) on 14 May 1970 and is registered under the Housing and Regeneration Act 2008 with the Tenant Services Authority (with registered number L0659). It is also affiliated to the National Housing Federation. The registered address of Places for People Homes Limited is 305 Grays Inn Road, London WC1X 8QR. The telephone number of its registered address is 020 7843 3800. Places for People Homes Limited is a subsidiary of Places for People Group Limited which is the parent company of the Places for People group of companies (the Group). Places for People Homes Limited is the main asset holding company within the Group. Places for People Homes Limited is a registered provider of social housing and a not-for profit organisation whose activities are regulated by the Tenant Services Authority. Places for People Homes Limiteds primary business objectives are to provide a wide range of products and services in the housing sector including the development of new homes at affordable and open market rents, and for open market and affordable residential property sales. The Group is one of the largest property management and development groups in the UK, comprising 62,278 homes (as at 31 March 2010) either owned or managed in a mixture of different tenures and an asset base at a cost of 3.1 billion. With 2,270 employees (as at 31 March 2010), the Group provides a diverse range of products and services to create high quality, safe and sustainable communities. The Group provides a range of housing solutions, specialist care and support services, employment and training opportunities, financial services and regeneration master planning. Active in over 239 local authority areas, Places for People Homes Limited works in partnership with a wide range of statutory and voluntary organisations to deliver a locally responsive service, backed by the expertise and financial strength of the Group. This is demonstrated by the broad scope of Places for People Homes Limiteds activities, which include: the management of quality, affordable housing for families, couples and single people and accommodation for students; investment in new development large scale regeneration and conversion schemes; and
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low cost home ownership initiatives.

Please refer to the section in the Offering Circular entitled "Places for People Homes Limited" for additional information on Places for People Homes Limited.

Key risks of investing in the bonds

A number of particularly important risks relating to an investment in the bonds are set out below. The risks set out below are not intended to be a comprehensive list of all the risks that may apply to an investment in the bonds. As with most investments you could get back less than you invest or lose your entire initial investment. Full risk factors relating to the Issuer, the Guarantor and the bonds are set out in the Offering Circular on pages 13 to 21. Please read them carefully. Unlike a bank deposit, the bonds are not protected by the Financial Services Compensation Scheme (FSCS). As a result, the FSCS will not pay compensation to an investor in the bonds upon the failure of the Issuer or the Guarantor. If the Issuer or the Guarantor go out of business or becomes insolvent, bondholders may lose some or, in the worst case scenario, all of their investment in the bonds. If you choose to sell your bonds at any time prior to their expiry the price you receive from a purchaser could mean that you get back less than your original investment when you sell them. Factors that will influence the price include, but are not limited to, market supply and demand, inflation, the time of redemption, interest rates and the financial position of the Issuer and the Guarantor. In particular, you should note that: (i) if interest rates start to rise then the income to be paid by the bonds might become less attractive and the price you get if you sell could fall. However, the market price of the bonds has no effect on the income you receive or what you get back on expiry of the bond if you hold on to the bonds until they expire; and inflation will reduce the real value of the bonds over time which may affect what you could buy with the return on your investment in the future and which may make the fixed interest rate on the bonds less attractive in the future.

(ii)

If you invest at a price other than the face value of the bonds, the overall return or 'yield' on the investment will be different from the headline yield on the bonds set out above. The headline indication of yield applies only to investments made at (as opposed to above or below) the face value of the bonds. There is no guarantee of what the market price for selling or buying the bonds will be at any time. If prevailing market conditions reduce market interest in the bonds, the availability of a market price may be impaired. Moreover, notwithstanding that Evolution Securities Limited will act as market maker (as explained below) for the bonds, if trading activity levels are low, this may severely and adversely impact the price that an investor would receive if it wishes to sell its bonds.

ISA and SIPP eligibility of the bonds

Any bondholders or investors should seek advice from their distributor regarding the ISA and SIPP eligibility of the bonds.

How to trade the bonds

The bonds are expected to be listed on the Official List of the UK Listing Authority and admitted to trading on the regulated market of the London Stock Exchange. The bonds are also expected to be eligible for the London Stock Exchange's electronic Order Book for Retail Bonds (ORB). ORB was launched in response to private investor demand for easier access to trading bonds with the aim of providing a transparent and efficient mechanism for UK retail investors to access the bond markets. The bonds are tradable instruments and prices will be quoted in the market during trading hours. The bonds are expected to be supported in a market-making capacity by Evolution Securities Limited. Market-making means that a person will maintain prices for buying and selling the bonds. Evolution Securities Limited expects to register as a market maker through ORB (www.londonstockexchange.com/exchange/prices-and-markets/retail-bonds/retail-bondssearch.html) when the bonds are issued. Bondholders should, in normal circumstances, be able to sell their bonds at any time, subject to market conditions by contacting their stockbroker. As with any investment, there is a risk that a bondholder could get back less than its initial investment or lose its initial investment. Pricing information for sales and purchases of the bonds in the market will be available throughout trading hours on the ORB. As noted above, notwithstanding that Evolution Securities Limited will act as market maker (as explained above), if trading activity levels are low, this may severely and adversely impact the price that an investor would receive if it wishes to sell its bonds.

Fees
The Issuer will pay the fees set out in the Final Terms to the Lead Manager and the Distributors.

Taxation of the bonds

Please refer to the section of the Offering Circular entitled "Taxation" for information regarding taxation in relation to the bonds. The precise treatment of a holder of a bond will depend on the bondholder's individual circumstances and taxation law and practice at the relevant time (and so may be subject to change in the future). Prospective bondholders should consult their own tax advisors to obtain advice about their particular tax treatment in relation to the bonds. The tax treatment of bonds can be complex and the level and basis of taxation may change during the life of the bonds. All amounts, yields and returns described herein are shown before any tax impact. It is the responsibility of every investor to comply with the tax obligations operative in their country of residence.