New Bond Issue- United Finance plc

€10,000,000 6.75% Bonds 2014-2016 of a nominal value of €100 per Bond issued at Par

or in the case of exercise of Over-allotment Option

€12,000,000 6.75% Bonds 2014-2016 of a nominal value of €100 per Bond issued at Par

United Finance p.l.c. (the “Issuer”) is offering to investors in Malta €10 million 6.75 per cent Bonds due 2014-2016 having a nominal value of €100 each (the “Bonds”). The Bonds will, unless previously purchased and cancelled, be redeemed at any date between 30 June 2014 and 30 June 2016, as the Issuer may determine, on giving not less than sixty (60) days notice (see “Terms and Conditions of the Bonds”). Interest on the Bonds will become due and payable annually in arrears on 30 June at the rate of 6.75 per cent per annum. The first interest payment on the Bonds shall become due and payable on 30 June 2009. In the event that during the Offer Period the Issuer receives applications for Bonds in excess of the first €10 million Bonds, the Issuer has the option to increase the Bonds in issue to an aggregate amount of €12 million (the “Over-allotment Option”).

Underwriting

In terms of an agreement dated 26 June 2008 between the Issuer and HSBC Bank Malta p.l.c. (the “Underwriter”), the Underwriter agreed to purchase such number of Bonds remaining outstanding at the close of the Offer Period up to an aggregate of 50% of the Offer of €10,000,000 Bonds (that is, the amount of €5,000,000) at the Bond Offer Price, provided that a minimum value of €5,000,000 in Bonds would have been subscribed by investors during the Offer Period.

REASONS FOR THE BOND ISSUE AND USE OF PROCEEDS

The net proceeds from the Bonds shall be used by the Issuer principally to re-finance the redemption of the LM4,000,000 (€9,317,494) 6.75% Bond issued on 13 September 2000, which bond issue is due for redemption in full on 31 October 2008.

The remaining balance of the Bond Issue shall be applied to increase the financing of each of:

(i) United Automobile Limited (“UAL“), a member of the United Group, to its customers, by acquiring from UAL existing or future bills of exchange drawn or to be drawn by UAL on said customers, with recourse to UAL; and

(ii) the financing of the leasing operations conducted and to be conducted by United Garage Limited (“UGL”), another Group Company, by on-lending such proceeds to UGL to cover the amounts disbursed by it for the acquisition of motor vehicles for leasing to its customers against a pledge in favour of the Issuer on receivables under the relevant lease contracts. UGL will remain the principal debtor for any monies advanced to it by the Issuer.

In the event that the Issuer exercises the Over-allotment Option, the proceeds thereof shall be applied for the general corporate funding purposes of the Group.

Key Activities of the Issuer

The key activity of the Issuer is, and will continue to be, to finance the working capital requirements of the United Group, principally of its member companies UAL and UGL. Where the financing requirements of UAL and UGL do not require the full application of the Bond proceeds, the Issuer will also undertake financing of the investment in the companies Pender Ville Limited and Pendergardens Limited (in respect of the Pendergardens development) and the operations of United Department Stores Limited (in respect of the Debenhams Department Store).

Pendergardens — a prestigious self-contained development in St. Julian’s, Malta offering all the amenities of a metropolitan centre, yet with all the comforts and security of an exclusive community.

Debenhams Department Store – a department store at The Point Shopping Centre in Tigne`, Sliema (due to open in Autumn 2009) operated by United Department Stores Limited, the franchisee for the Debenhams brand in the Maltese Islands. Debenhams has a strong presence in key product categories including womenswear, menswear and homeware.

Furthermore, the Issuer may seek to apply excess cash to the working capital and short-term financing requirements of other Group companies within the Group.

INTEREST

The Bonds shall accrue interest at the rate of 6.75% per annum payable annually on 30 June of each year. Interest shall accrue as from 30 June 2008. The first Interest Payment Date shall be 30 June 2009.

MATURITY AND REDEMPTION

The Bonds shall become due for final redemption on 30 June 2016. The Issuer reserves the right to redeem the Bonds or any part of the Bond Issue at any date between 30 June 2014 and 30 June 2016, as the Issuer may determine, on giving not less than sixty (60) days notice. Redemption of the Bonds shall be made at the nominal value of the Bonds. In addition, the Issuer reserves the right to purchase from the market at any time after issue, Bonds for cancellation.

Status of the Bonds and Negative Pledge

(a) The Bonds constitute general, direct, unconditional, unsecured and unsubordinated obligations of the Issuer and will rank pari passu, without any priority or preference, with all other present and future unsecured and unsubordinated obligations of the Issuer.

(b) The Issuer undertakes, for as long as any principal or interest under the Bonds or any of the Bonds remains outstanding, not to create or permit to subsist any Security Interest (as defined below), other than a Permitted Security Interest (as defined below), upon the whole or any part of its present or future assets or revenues to secure any Financial Indebtedness (as defined below) of the Issuer, unless at the same time or prior thereto the Issuer’s indebtedness under the Bonds, shares in and is secured equally and rateably therewith, and the instrument creating such Security Interest so provides.

TIMETABLE

Opening of Subscription Lists                                   10 July 2008

Closing of Subscription Lists                                     17 July 2008

Announcement of Basis of Acceptance                     24 July 2008

Commencement of interest on the Bonds                                   24 July 2008

The Issuer reserves the right to close the offer of the Bonds before 17 July 2008 in the event of over-subscription.

APPLICATION HAS BEEN MADE TO THE LISTING AUTHORITY FOR THE BONDS TO BE CONSIDERED AS ADMISSABLE TO LISTING ON A REGULATED MARKET. IN ADDITION, APPLICATION HAS ALSO BEEN MADE TO THE BOARD OF DIRECTORS OF THE MALTA STOCK EXCHANGE FOR THE BONDS TO BE ADMITTED TO THE OFFICIAL LIST UPON ISSUE AND ALLOCATION TO INVESTORS AND INTERMEDIARIES. DEALINGS ARE EXPECTED TO COMMENCE ON THE EXCHANGE ON 28 JULY 2008.

THE VALUE OF INVESTMENTS CAN GO UP OR DOWN AND PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE PERFORMANCE. THE NOMINAL VALUE OF THE BONDS WILL BE REPAYABLE IN FULL UPON MATURITY.

Application procedure

Should you be interested in investing, kindly complete the attached application form. Existing Bond holders are to send us the application form which was sent by the Issuer. Interested investors are kindly requested to contact us on 21224410 or email at [email protected] and read the Prospectus for full details which is available at our office or on our website www.jmfs.net

                         67/3, South Street, Valletta, VLT1105, Malta

                             Tel: 21 224 410        Fax: 21 223 810

                                      Free Phone:  800 7 2206

THE INFORMATION CONTAINED IN THIS DOCUMENT IS BELIEVED TO BE CORRECT BUT CANNOT BE GUARANTEED.  ANY OPINIONS EXPRESSED ARE GIVEN IN GOOD FAITH AT THIS DATE AND MAY BE SUBJECT TO CHANGE WITHOUT NOTICE.  THE INVESTMENTS REFERRED TO MAY NOT BE SUITABLE FOR EVERY INVESTOR.  NO LIABILITY IS ACCEPTED WHATSOEVER FOR ANY LOSS ARISING FROM ANY INFORMATION IN THIS DOCUMENT.   ALL POTENTIAL APPLICANTS ARE URGED TO READ THE OFFERING MEMORANDUM.