Proposal Brochure For Property Franchise Business

Starter homes for city makers
Invitation document 2015
Starter homes for city makers
Disclaimer
If you are in any doubt about the action you should take or the contents of this document, you should contact your
stockbroker, solicitor, accountant, bank manager or other professional advisor authorised by the Financial Conduct
Authority to conduct investment business and who specialises in advising on investment in bonds, shares and other
securities, including unlisted securities.
This document (the Invitation or Invitation Document) constitutes an invitation to subscribe for bonds
(Pocket Living Bonds) issued by Pocket Living (Q1 2015) PLC (the Issuer) on the terms and conditions set out
in this Invitation. Investors should not subscribe for any of the Pocket Living Bonds referred to in this Invitation
Document except on the basis of the information published in this Invitation and the Instrument dated 09/03/2015
constituting the Pocket Living Bonds of the Issuer (the Instrument), the terms of which are set out on pages 23 to
28 of this Invitation Document. Your attention is particularly drawn to the Key risks which are set out on pages 21
and 22 of this Invitation. Prospective investors should consider carefully whether an investment in Pocket Living
Bonds is suitable for them in the light of their personal circumstances. Pocket Living Bonds are an unsecured debt
of the Issuer and they may not be a suitable investment for all recipients of this Invitation. Pocket Living Bonds are
not transferable or negotiable on the capital markets and no application is to be made for Pocket Living Bonds to
be admitted to listing or trading on any market. Investment in an unquoted security of this nature, being an illiquid
investment, is speculative, involving a high degree of risk. It will not be possible to sell or realise Pocket Living Bonds
before they mature or to obtain reliable information about the risks to which they are exposed. There is no certainty
or guarantee that the Issuer will be able to repay the Pocket Living Bonds.
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 Issuer which accepts responsibility for the information contained herein. This
document has been approved as a financial promotion for UK publication by Crowdcube Ventures Limited of The
Innovation Centre, University of Exeter, Rennes Drive, Exeter, Devon EX4 4RN (Crowdcube), which is authorised
and regulated by the Financial Conduct Authority. Crowdcube is registered on the Financial Conduct Authoritys
Register with registered number 572026. Crowdcube is acting exclusively for the Issuer in connection with the issue
of Pocket Living Bonds and no one else, and will not regard any other person as its customer nor be responsible to
any other person for providing the protections afforded to customers of Crowdcube or for advising any such person
in relation to the issue of Pocket Living Bonds.
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 Invitation does not constitute a prospectus to which the Prospectus Rules of the Financial Conduct Authority
apply. Therefore, this Invitation and the Instrument have not been approved by the Financial Conduct Authority or
any other regulatory body. You should ensure that you have read and understood all of this Invitation Document
before applying for Pocket Living Bonds. If you are in any doubt as to the contents of this Invitation, or whether
subscribing for Pocket Living Bonds is a suitable investment for you, you should seek your own independent advice
from an appropriately qualified advisor authorised under the Financial Services and Markets Act 2000 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, Pocket Living
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. Pocket Living 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.
Pocket is a registered trade mark of Pocket Living Ltd No. 4225231.

All rights reserved. Copyright 2015
Pocket Invitation document 2015
Whats inside
Introduction from the CEO
The Pocket Living Bond
Pocket in numbers
Pockets management team
Pockets target market
Pockets product
10
Pockets projects in the pipeline
12
The Pocket landscape
13
The intermediate affordable housing sector
14
Funding
16
Financials
17
Pocket Q&A
20
Key risks
21
The must read small print
22
Introduction from the CEO
Pocket was born 10 years ago out of a belief that the London housing
market was becoming distorted. The ambitious young workers who
make London one of the most exciting places to live on earth, were
being caught in a housing trap where they earned too much for social
housing but not enough to afford the rampant private housing market.
House prices in London have risen substantially since the financial crisis of 2008 with
the average home now breaking the 500,000 mark, and wages over the same period
have failed to keep pace. This is hurting the people that make up the businesses that
contribute to Londons success. We see that the Government is desperately trying to
catch up on the lost decades of social house building, and that private developers are
maximising output and value by building in London and selling globally. In our opinion,
nobody is fighting the corner of the young workers in London who are trapped in the
middle except Pocket.
My co-founder Paul and I always believed that the market could deliver an affordable
housing product for this crucial target audience and we are committed to ensuring that
we deliver against our social mission as well as our financial targets. We have wrestled
the London planners and policy makers to get ourselves heard. In 2014 both leading
political parties in the UK called for a focus on this Intermediate sector and Pocket
is now accepted in many London boroughs.
Last year was an

incredibly exciting
year for Pocket and
the hard work is
starting to bear fruit.
Next year will see our
biggest single year
of unit delivery and
we will be building on
more sites than ever
before.
Marc Vlessing
Pocket CEO
Richard Blakeway, Londons Deputy Mayor for Housing, Land and Property, says At the
moment only about 1.7% of Londons housing stock is intermediate. We see the potential
for a significant expansion of that for it to become a tenure that is more mainstream.,
and research has shown that 70% of London households earn under 50,000 per year.
So the demand for affordable intermediate housing far outstrips the supply and Pocket
is a pioneering private affordable developer in the sector. The Greater London Authority
has provided us with a 21.7m loan facility for 10 years which demonstrates their belief
in our product and that has been supplemented by a 30m secured debt facility from
Lloyds Bank, which Pocket intends to use to deliver a target of 4,000 new homes by
2023. This has allowed Pocket to move forward in great strides, and we are now looking
to expand our operations and capital financing further. As the opportunities grow, so do
the resources required to meet them. The team is expanding at a measured pace and
we have a strong and experienced leadership team who are prepared to take the
business forward.
Last year was an incredibly exciting year for Pocket and our hard work is starting to bear
fruit. Next year will see our biggest single year of unit delivery and we will be building
on more sites than ever before. I hope you agree that the Pocket Living Bond offers an
exciting opportunity to get involved with a worthwhile business.
Marc Vlessing
Pocket CEO
www.pocketliving.com
The Pocket Living Bond

Investing in Londoners
The Pocket Living Bond is a very straightforward

idea you loan money to Pocket and we agree to
pay you interest quarterly and redeem your initial
investment (the principal) when the Pocket
Living Bond(s) mature in 4 years.
The Pocket Living Bond has been designed to be a simple
investment. For an initial investment of 500 or more, where
each Pocket Living Bond has a face value of 500, Pocket
Living (Q1 2015) PLC will provide registered holders of Pocket
Living Bonds (Bondholders) with a fixed rate of return of 7.5%
gross interest per annum over the course of an initial 4 year
term payable in cash.
The Pocket Living Bond in summary

Target to raise
1m
Minimum to raise
0.5m
Maximum to raise
1.5m
Bond term
4 years
Interest payable per annum
7.5%
Frequency of interest payment
Quarterly
Face value per Pocket Living Bond
500
At the end of the initial 4 year term and on every anniversary

thereafter, you have a choice:
either continue to hold your Pocket Living Bond(s) for
another year on exactly the same terms
or give us six months notice and well redeem
your Pocket Living Bond(s).
On maturity of your Pocket Living Bond(s), the full amount of
your initial investment will be repaid without any deductions
or charges.
The Pocket Living Bond as part of the Pocket Group

(also referred to as Pocket)
Paul Harbard
Finance Director
GLE *
Marc Vlessing
CEO
47.5%
5%
47.5%
Pocket Living Limited

and its 100% owned subsidiaries
The
Guarantors
100%
Pocket Money Limited**
100%
Pocket Living (Holdings) II Limited**
100%
Pocket Living
(Greenwich Peninsula) Limited**
**
90.5%
Pocket Living (2013)

LLP
100%
Pocket Living (Q1 2015)

PLC (The Issuer)
Mini-bondholders
Repayments
GLE (Greater London Enterprise Ltd) is an active supporter of small businesses in the UK, and has a 5 per cent stake in Pocket.
The GLE Group members are the 33 London boroughs, although GLE is commercially and constitutionally independent and
receives no public subsidy. The GLE also has a loan convertible in an additional 5% of Pocket Living Limited shares.
Non trading
Pocket Living Bonds will be issued by Pocket Living (Q1 2015) PLC (or
the Issuer), a wholly owned subsidiary of Pocket Living Limited which
has provided a Guarantee (please see page 26, clause 12, for details)
for the payment obligations of Pocket Living (Q1 2015) PLC for each
Pocket Living Bond.
Pocket Living Limited is the ultimate parent company of the Pocket
Group. It holds enough shares in its subsidiaries to control their
management and operation and is responsible for the Groups overall
business strategy and performance. As a result, it is dependent
on the financial performance of its subsidiaries and intercompany
payments to meet its debt obligations including its ability to fulfil
its obligations under the present Guarantee.
Pocket Living Limited conducts all of its operations related to
GLA-funded schemes through Pocket Living (2013) LLP which has not
Proceeds
provided a guarantee for the current offering. Pocket Living Limited

earns a regular management fee for its management of the operations
of Pocket Living (2013) LLP and its cash-flow incorporates all open
market unit sales by its subsidiaries.
Pocket Living (2013) LLP which is a subsidiary of Pocket Living Limited,
has substantial liabilities in the form of secured liabilities to the
Greater London Authority (GLA) and Lloyds Bank. Since investors in
the Pocket Living Bonds are not creditors to Pocket Living (2013) LLP,
their claims to the assets of this entity that generate the Pocket Living
Limiteds income are structurally subordinated to the creditors of this
subsidiary and will rank pari passu with other unsecured shareholder
loans. In the event that members of the Pocket Group are unable
to remit funds to the parent company, the latters ability to fulfil its
commitments to bondholders to make payments under the Guarantee
may be adversely affected.
Pocket in numbers
38m2
154
450
The size of a Pocket one

bedroom flat
Pocket homes delivered

in last 10 years
Pocket homes targeted

to be delivered by 2017
4,000
95%
1.5m
Target number of Pocket

homes by 2023
Owned by founders
and management
Estimated size of intermediate

target audience in London
145,300
17,334
596,000
Number of 22-39 year olds

who could afford to buy into
the London market if Pocket
homes were available across
the Capital
Number of people who

have registered interest for
a Pocket home
Average price
of a London home
264,000
20-40%
Maximum price of
a Pocket home
Pocket discount to market

All figures correct as of 5th March 2015
Pockets management team

The key players
Marc Vlessing
Co-founder & CEO
Marc has a background in City
corporate finance, company
management and venture capital.
Marc brings management,
marketing and strategic direction
to Pocket. Marc is also chairman of
ProVen Growth & Income VCT PLC.
Paul Harbard
Co-founder & Finance
Director
Paul is a Chartered Accountant
and was Finance Director of
Peabody Trust for 12 years. Paul
has a wealth of experience in
public sector housing and brings
a strong operational and practical
construction perspective to Pocket.
Nick Williams
Operations Director
Nick Cuff
Land Director
Nick is an experienced chartered

surveyor who has previously
held positions at Candy & Candy
and the Berkeley Group. At
Pocket he is responsible for the
development and delivery of all
the companys projects.
Nick trained at CB Richard

Ellis and previously worked
at Essential Living across
acquisitions and delivery. He
is a chartered town planner.
At Pocket he is responsible
for land acquisition.
Lucian Smithers
Sales & Marketing Director
Ammar Al-Rikabi
Corporate Finance Director
Lucians background covers

advertising, marketing, brand &
sales and he joined Pocket after
a long stint at Sky where he was
Marketing Director for Content. At
Pocket, Lucian looks after the Sales
& Marketing team and all areas of
the customer relationship.
Ammar drives capital raising at

Pocket. He has over 10 years of
Capital Markets experience, and
has consulted on a wide range of
investments in infrastructure and
property. He received his MBA from
IESE Business School in Spain, prior
to which he worked for Lehman
Brothers in London.
Pockets target market

The people that make London tick
70% of Londons households earn less than

50,000 p.a.1 which provides a huge area of
opportunity for an affordable house builder now
that the private market has become so expensive.
Of Londons 1.5m strong workforce aged 22-39 (the typical
first time buyer age group) only 12.5% of the highest
earners can currently afford to buy an averagely priced
first time home in the Capital1. For those who are ineligible
for social housing, and who are trapped in private rental
accommodation with monthly rents typically taking up 55%
of average monthly gross earnings2, owning their own home
is a rapidly receding dream.
This could lead to businesses and the public sector losing
the workforce that they depend on. More than half of the
London businesses surveyed by the London Chamber of
Commerce (2014) said that house price inflation is putting
pressure on them to increase wages and 42% claim that staff
retention and recruitment is negatively affected by Londons
housing issues.
Pocket residents are on average 32 years old3 with a
household income of 37,251 p.a.4 Generally they have been
renting for 6 years3 prior to being in a position to purchase
a Pocket flat. They find the cost of owning either cheaper or
neutral compared to renting.3 Pockets audience understands
the trade-offs in the market well:
77% of them say that they would prefer a smaller home
in a good location with transport links being key5
74% of them would prefer to own a smaller property outright
rather than a larger one through shared ownership5
Pocket has captured the interest of over 17,000 aspiring
homeowners, who have registered on the Pocket website,
because it offers them a good chance of getting on the
housing ladder in London. Based upon the maximum price
that Pocket flats sell at in the primary market, the number
of 22-39 year olds who can afford to buy in London doubles1.
We call our audience city makers. They are the nurses,
doctors, teachers, graphic designers, web entrepreneurs,
book-keepers and musicians of London, and Pocket is
providing what they so desperately need: an affordable,
well-located home that is their own.
1.
2.
3.
4.
5.
70%
70% of Londons households earn less than
50,000 p.a. which provides a huge area of
opportunity for an affordable house builder now
that the private market has become so expensive.1
Savills 2013 market review.

GLA (2014): Ratio of House Prices to Earnings, Borough, London Datastore.
Pocket customer data, all completions up to February 2014.
Pocket customer data, Marcon Place, February 2015.
JLL UK First Time Buyers Report December 2014 The First Rung.
Pockets product
Homes designed for the way we live today
Pocket homes are designed for Londons busy

city makers. Pockets research shows that our
buyers are willing to sacrifice space as long as
their home feels spacious, is well thought out and
there is ample storage and shared amenity space.
They would prefer to be closer to public transport
and have secure cycle parking, rather than pay
extra for car parking that they dont need.
Smart design
Pocket homes maximise space, comfort and sustainability
through a series of design principles which are implemented
throughout all of its developments: floor to ceiling windows,
low ratio of circulation space to livable space, great
soundproofing, underfloor heating, thoughtfully designed
lighting and ample built-in storage. In addition, Pockets
developments have demonstrated that the quality of
exterior and interior design, finishes and fittings need
not be compromised by cost.
Pockets current apartment is 38sqm, it has a separate living
room/kitchen and bedroom and has won many prestigious
design awards in the UK (RIBA, Evening Standard and CABE)
and is fully compliant with the GLAs space standards.
Pocket is also researching early designs for a two bedroom
two person home for those singles and couples who need
a second bedroom but cannot afford conventional two
bedroom designs.
10
Pockets product cont.
Smart pricing
Smart communities
Pocket homes are sold at a discount of at least 20% to the

open market, residents own them outright and they stay
affordable in perpetuity.
Pocket developments build strong community ties. All of the

residents are new homeowners, live or work in the borough
and have bought a Pocket apartment as their first owned
home in London. Pocket apartments are for owner-occupiers,
and the sense of community is underpinned by shared
amenity spaces such as the courtyards and roof gardens
which Pocket builds and where residents meet for barbeques
and other social events.
Pocket can offer this level of discount because it delivers

high density developments through great design. In more
expensive areas the discount is greater than 20% in order to
keep the homes affordable. Currently, this means that they
can be offered for sale at prices that are between 160,000
and 264,000.
Pocket homes come with a restrictive covenant that limits
who can own them. A Pocket owner has to earn less than
the GLAs affordable housing income threshold (currently
66,000 p.a.), live or work in the borough that theyre buying
in and cant own another property. It is this restrictive
covenant that protects Pockets affordability for the local city
maker audience from the first sale onwards. Should a Pocket
owner wish to sell their home after the initial 12 month no-sale
period, they have to sell to someone who fits the same income
and living criteria and it is this which keeps their property at
a discount to the market in perpetuity. As a result, Pocket
homes will stay in the affordable market for ever more.
Residents are also unable to rent out their properties without

Pockets permission, which is only given in extenuating
circumstances and for no more than one year. By checking
that subsequent purchasers comply with the restrictive
covenant that limits who can own them, Pocket minimises
the disruption caused by frequently changing residents.
Pocket homes are designed for people earning moderate

incomes. They are located near public transport and have
ample cycle storage. They are built with sustainability in
mind, which means they are very well insulated and often
have shared heating and hot water systems and photovoltaic
panels, which all helps to achieve a cost efficient mode
of living.
20% below
Pocket homes are sold at a discount of at least

20% to the open market, residents own them
outright and they stay affordable in perpetuity.
11
Pockets projects in the pipeline

Some Pocket homes currently on site
Marcon Place, Hackney, E8

Target completion May 2015
All units under offer
28 units
Pocket price 231,000
Discount to market 23%
Oak Grove, Camden, NW2

Target completion October 2015
Under construction
13 units
Western Road, Ealing, UB2

Target completion January 2016
Under construction
36 units
Wynne Road, Lambeth, SW9

Target completion April 2016
Under construction
25 units
Willingham Terrace, Camden, NW5

Target completion May 2016
Site undergoing preparation
18 units
12
The Pocket landscape

Oak Grove
Camden, NW2
Due October 2015
Western Road
Ealing, UB2
Due January 2016
Willingham Terrace
Camden, NW5
Due May 2016
ENFIELD
BARNET
HARROW
HARINGEY
WALTHAM
FOREST
REDBRIDGE
HAVERING
BRENT
CAMDEN
ISLINGTON
HACKNEY
BARKING &
DAGENHAM
HILLINGDON
EALING
HAMMERSMITH
& FULHAM
CITY OF
WESTMINSTER
KENSINGTON
& CHELSEA
CITY OF
LONDON
TOWER
HAMLETS
NEWHAM
SOUTHWARK
GREENWICH
HOUNSLOW
LAMBETH
RICHMOND
UPON THAMES
WANDSWORTH
BEXLEY
LEWISHAM
MERTON
KINGSTON
UPON
THAMES
BROMLEY
SUTTON
CROYDON
Wynne Road
Lambeth, SW9
Due April 2016
Marcon Place
Hackney, E8
Due May 2015
Completed developments
Developments in progress
Developments at pre-planning
Weedington Road, Camden, NW5

Bath Road, Hounslow, TW4
Bridgepoint House, Ealing, UB6
Star Road, Hammersmith & Fulham, W14
Fermoy Road, Westminster, W9
Apex Court, Hammersmith & Fulham, W12
Marcon Place, Hackney, E8

Wynne Road, Lambeth, SW9
Willingham Terrace, Camden, NW5
Oak Grove, Camden, NW2
Western Road, Ealing, UB2
Rosina Street, Hackney, E9
Sail and Juxon Street, Lambeth, SE11
Mount Earl Gardens, Lambeth, SW16
Marischal Road, Lewisham, SE13
1 project in Lewisham, SE14

1 project in Kingston, KT2
1 project in Wandsworth, SW18
13
The intermediate affordable

housing sector
The sector has suffered underinvestment
The sector is now benefiting from political focus
We define the intermediate housing sector in the UK as

the market that caters to people on incomes too high to be
prioritised for social housing, and too low to be able to afford
private housing. As such, it sits between these two larger
forms of housing provision:
To quote from the Mayor of Londons Housing Covenant

of 2012
1. Social housing: Social housing has traditionally been

provided by Housing Associations who develop a range
of affordable housing products, but do not offer a full
ownership product.
2. Private housing: Planning policy in the UK allows local
councils to impose affordable housing obligations on these
developers in return for planning permission. They do this
through a planning agreement called a Section 106.
Our view is that neither of the main types of providers of
housing in the UK focus on the provision of affordable
housing to buy outright as their primary objective or skill set.
This could be the reason why intermediate housing makes up
less than 2% of overall London housing stock.
For an increasing number of Londoners on a range of

modest incomes, the Capitals current housing market
is just not working. Increasingly priced out of owner
occupation and not a priority for scarce affordable
rented housing, they are virtually overlooked. It is clear
that we must improve the mid-market offer and deliver
more flexible products for those who contribute
the most to Londons economic growth. If we dont
address the needs and aspirations of these Londoners
we risk a damaging drain of the skilled workforce that
drives Londons economy.
Savills estimates that, taking potential demand into account,
the market segment with the greatest shortfall of supply is
the mid mainstream market, which would include the 45% of
Londons households who do not own their homes and have
incomes of less than 60,000 p.a.6
This sector is projected to account for half of all employment
growth in London, growing at over twice the level of overall
jobs growth in the capital by 2020. Although earnings in
this sector are forecast to rise faster than average incomes
over this period, estimates show a potential shortfall of up to
90,000 homes for this group in London by 2020, resulting in
a potential loss of economic output of up to 35 billion over
the decade.6
Growth of UK niche property developers

FT, 10/08/2014
6. The Mayors Housing Covenant.
14
The intermediate affordable

housing sector cont.
To quote from the Governments White paper on Starter

Homes of December 2014
There are still far too many hardworking people
in their twenties and thirties from all walks of life
struggling to gain a foot on the property ladder. The
average house price for a first time buyer is now
218,000 8 times the average income of 22-39 year
old employees. The average first time buyer is now 30
years old, and many have only secured their first home
by receiving financial help from their family. We are
determined to ensure young people are not denied
what their parents took for granted the opportunity
to buy their own home, settle down and enjoy the
security that home ownership brings.
All of this attention from the various levels of Government in
the UK has benefited Pocket enormously. The most obvious
benefit has been the 21.7m loan from the GLA but beyond
that, Pocket is operating in an increasing number of boroughs.
In 2012 Pocket was working in three London boroughs. Today,
Pocket is developing in seven London boroughs and having
active talks about land provision in another four. Pocket is well
placed to help deliver the many thousands of homes required
by Londons city makers.
Working in
11 boroughs
Today, Pocket is developing in seven London
boroughs and having active talks about land
provision in another four.
15
Funding
Raising the money for Pockets schemes
Current funding principles

The way Pocket has funded its developments since its
inception 10 years ago has evolved over time.
Until Pocket received a 21.7m interest-free loan from the GLA
Mayors Housing Covenant in July 2013, Pocket raised capital
for its first six schemes from its shareholders and institutional
investors. The GLA loan has a 10-year term, and matures in
2023. It was followed by Lloyds providing a 30m senior debt
financing facility to Pocket to support construction costs of
land bought with the GLA capital.
The pledged funding from the GLA and Lloyds is allocated to
schemes developed by Pocket and which include affordable
housing. Currently, 12 sites which are under development
are fully or partially funded by the capital from the GLA
and Lloyds. These are expected to deliver 389* affordable
homes for sale between the end of 2015 and the end of 2017.
Pockets target is to develop 1,000 affordable homes per year
from 2020. The proceeds of the sales from the GLA-funded
schemes, inclusive of the return of the original investment
and any profits, will be re-invested into other sites until 2023
when the GLA expects to receive its initial funding back.
and 65% of loans to total development cost, both across

developments financed. Where the Lloyds facility is drawn
against sites for financing, it takes a first charge on the
assets under development.
The financial projections detailed in the following pages
are based on current committed financing facilities.
Additional funding may also be raised for future schemes
either from Pocket directly or from other investors and
additional bank facilities.
Funding requirements
In view of Pockets rapid growth as a result of funding from
the GLA and Lloyds Bank, the Directors believe that it is
important for the company to have adequate capital to meet
operational costs as well as retain a cash contingency to
meet unforeseen expenditure. This is what the proceeds
of the Pocket Living Bond issue will fund.
If the money raised through the Pocket Living Bond issue
exceeds the estimated funding requirement, any surplus
issue will be re-invested into future schemes.
In summary, Pockets current funding facilities can be

described as follows:
The GLA loan is interest-free with no scheduled repayments
until 2023 and will be fully repaid at maturity. The GLA loan
has a second charge on the assets under development.
The Lloyds senior financing facility for construction of
Pocket schemes is set at a maximum of 30m in borrowing.
The interest rate on any borrowings is 3.5% + LIBOR, which
is capitalised into the facility, and repayments are made at
completion of each site. The facility can be revolved as long
as the total borrowings never exceed the maximum, and
the facility covenants are not breached. The covenants are
a limit of 58% of loans to total Gross Development Value,
How we are currently funded
21.7m
Interest-free equity loan
30m
Senior debt financing
*As of January 2015, and reported to the GLA (excluding Marcon Place).
16
Financials
Consolidated financials
All figures in 000s unless otherwise indicated
Year-end 30th September
Historical financial performance, included in the sections below, and facts, beliefs or assumptions derived from
these, do not predetermine the future financial performance of the company. Forecasts and projections contained
in the sections below are no more than that and should not be interpreted as a guarantee of the companys future
performance. The figures shown in the consolidated financial statements on pages 17, 18 and 19 present an aggregated
view of the financial position of the Pocket Group, including the Guarantors and Pocket Living (2013) LLP, which is not
a Guarantor. Moreover, those figures have been rounded and may show very small differences when added up.
Housing units
Actual
2012
2013
Projected
2014
2015
2016
2017
2018
2019
Sales
N/A
N/A
N/A
31
258
230
296
330
Work In Progress
N/A
N/A
289
488
526
626
660
720
2016
2017
2018
2019
The figures shown are part of the consolidated financial statements presenting an aggregated look
at the financial position of the Pocket Group, including the Guarantors and Pocket Living (2013) LLP.
Income statement
Revenue
Cost of sales
Actual
Projected
2012
2013
2014
2015
1,216
1,017
2,173
856
61,756
61,384
70,658
77,550
259
608
235
436
55,882
49,696
62,725
68,939
Gross margin
957
409
1,938
420
5,875
11,688
7,934
8,611
Operating expenditure
407
795
3,610
2,959
3,160
3,207
3,341
3,501
EBITDA
550
-386
-1,672
-2,539
2,715
8,481
4,593
5,110
266
205
120
120
60
550
-386
-1,672
-2,805
2,510
8,361
4,473
5,050
Financing costs
Profit before Tax (EBT)
Corporation Tax
92
-92
1,279
895
1,010
458
-294
-1,672
-2,805
2,510
7,082
3,578
4,040
Change in Goodwill
1,000
1,500
-541
-541
-541
Write back of loan
1,300
458
2,006
-172
-2,805
2,510
6,541
3,037
3,499
Profit after Tax

Changes in Reserves
Net Movement in Reserves
After securing funding from the GLA and Lloyds, Pocket increased
its operational capacity to develop more sites than it had previously.
As a consequence, operating expenditure increased substantially
in 2014, with Pocket expanding its team and infrastructure to drive
future growth.
Pocket is expected to deliver c.450 homes in the next two years
(including sites under development). One of the key developments
driving sales between 2015 and 2017 will be a scheme in
Wandsworth. From 2017 to 2019 Pocket is projecting the delivery
of more than 600 affordable homes using GLA and Lloyds funding.
In summary, Pocket revenue is driven by the sales of affordable and
open market homes as well as the development management fees
received from the GLA.
The price of affordable homes is typically determined as the lower
of (1) the market value of the home discounted by 20% and (2) a
formula based on the earnings of the intermediate market. An
example is a Pocket one bedroom home, where the market value of
an equivalent property is 280,000. Here, the discount to market
price would be 224,000 (calculated by discounting the market
value by 20%), rather than the price based on earnings which would
be 264,000 (calculated by a factor of 4, multiplied by a gross
17
earning of 66,000 p.a.). It is worth noting that the determination

of pricing affordability is set at a local level and varies from borough
to borough.
In its financial appraisals of schemes, Pocket assesses the
pricing of its properties based on an analysis of current market
comparables and affordability restrictions in the borough where
the scheme is based. Financial appraisals also apply a profit on
cost margin to allow for down-side risks including property prices
in the market dropping over the course of development. As Pocket
operates in boroughs which have unaffordable housing prices due
to historic growth, only 3 schemes are priced at the 20% market
discount threshold, whereas the remaining 9 schemes are priced
at a discount of between 20% and 40% to the market.
Pocket currently has a database of over 17,000 people who have
registered interest in a Pocket home and as such, newly developed
homes tend to sell rapidly (the marketing process commences on
each scheme 6 months before the anticipated completion of
the homes).
The historical results pertaining to FY 2014 reflect a c.17-month
period, starting from the date of registration of Pocket Living
(2013) LLP.
Financials cont.

Balance sheet
Actual
Projected
2012
2013
2014
2015
2016
2017
2018
2019
269
88
915
1,064
630
450
3,858
3,376
7,902
10,799
15,065
21,738
Total
269
88
915
1,064
8,532
11,250
18,924
25,114
41,784
Assets
Current Assets
Cash
Unrestricted
Restricted
Fixed Assets
Work In Progress
343
379
5,876
41,567
31,924
44,305
41,897
Goodwill
418
1,350
2,707
2,707
2,707
2,166
1,624
1,083
Total
761
1,729
8,583
44,274
34,631
46,470
43,521
42,866
1,030
1,817
9,498
45,338
43,163
57,720
62,445
67,980
3,183
Total Assets
Liabilities
Current liabilities
Corporation Tax
Net liabilities
Total
92
1,279
2,173
-85
-37
212
212
212
212
212
212
-37
212
212
212
1,491
2,386
3,396
Debt
GLA loan
6,197
20,386
21,700
21,700
21,700
21,700
Bank debt
427
23,301
17,218
25,743
26,536
29,063
0
1,500
1,500
1,500
1,500
Shareholder loans
Crowdcube mini-bond
1,816
641
1,621
1,702
1,787
Total
1,816
641
8,245
46,890
42,206
48,943
49,736
50,763
1,823
604
8,457
47,102
42,418
50,434
52,122
54,158
Total Liabilities
Shareholders Equity
Retained earnings
Total Liabilities and Shareholders Equity
-793
1,213
1,041
-1,764
746
7,286
10,323
13,822
1,030
1,817
9,498
45,338
43,163
57,720
62,445
67,980
Unrestricted funds are funds available to the present offerings

guarantee and which are incorporated into Pocket Living Limited.
Restricted funds are funds held in Pocket Living (2013) LLP and are
not part of the present offerings guarantee.
With the GLA funds being re-invested in new developments,

Pockets incoming cash (unrestricted cash in the balance sheet)
is mainly being driven by the sales of open market houses and
development management fees received from the GLA.
The affordable homes portion of land costs is funded by the GLA

loan, and the entirety of construction is paid for by the Lloyds Bank
financing facility. The open market portion of the land costs is
funded by Pocket.
Work In Progress reflects the development of ongoing projects.
Shareholder loans which have been raised previously are expected

to be repaid in full in 2017 subject to sufficient cash-flow being
available. These include Directors loans with a 5% interest rate with
no fixed maturity as well as the GLE convertible loan maturing in
October 2016 with a 5% interest rate.
18
2013 and 2014 witnessed an addition to reserves from internally

generated goodwill of 1m and 1.5m respectively, which will be
amortised over a 5-year period starting in 2017.
The Directors loan write back to reserves amounting to 1.3m in
2013 was a condition set by the Greater London Enterprise (which
is owned by Londons 33 boroughs) for its acquisition of 5% of
Pocket Living Limited shares and its investment in the form of a
loan convertible in an additional 5% of the companys shares for
a total of 1m.
Financials cont.

Cash-flow statement
Actual
Projected
2013
2014
2015
2016
2017
2018
2019
Cash-flow from Operations

Net Movement in Reserves
2,006
-172
-2,805
2,510
6,541
3,037
3,499
+/- Change in Corporation Tax
-92
1,279
895
1,010
+/- Change in Net liabilities
48
249
1,962
77
-2,805
2,510
7,820
3,931
4,509
Total
Cash-flow from Investment
-/+ Change in Work In Progress
-36
-5,497
-35,691
9,643
-12,380
2,407
114
-/+ Change in Goodwill
-932
-1,357
541
541
541
Total
-968
-6,854
-35,691
9,643
-11,839
2,949
655
+/- Change in GLA loan
6,197
14,189
1,314
+/- Change in Bank debt
427
22,874
-6,083
8,524
794
2,526
-1,500
Cash-flow from Financing
+/- Change in Crowdcube mini-bond
1,500
+/- Change in Shareholder loans
-1,175
980
81
85
-1,787
Total
-1,175
7,604
38,644
-4,684
6,737
794
1,026
-181
827
149
7,468
2,718
7,674
6,190
Net Cash-flow
Cash balance
Begin
End
269
88
915
1,064
8,532
11,250
18,924
88
915
1,064
8,532
11,250
18,924
25,114
Pocket is forecast to have sufficient cash-flow to service the

interest payments and repayments of the Pocket Living Bonds
throughout their lifetime until 2019.
Current projections are based on available funding facilities
in addition to the maximum proceeds raised from a mini-bond
offering. The GLA facility is forecast to remain at the current
level of 21.7m, with cash being constantly re-invested. Similarly
the Lloyds facility of 30m is assumed to be re-deployed for
construction financing of future schemes under the current
terms. If necessary, Pocket will use its own cash-flow to pay for
construction in order to maintain the Lloyds facility within the
terms and covenants as currently set out.
19
Pocket Q&A
All the important questions
and answers
and continue to receive

interest payments. Youll
need to let us know 6
months before the maturity
date (and any subsequent
anniversary) if you want
to redeem your Pocket
Living Bonds, and this will
be managed through the
Crowdcube platform.
Why are you

raising money?
What happens if I
change my mind?
How and when will

interest be paid?
In view of Pockets rapid

growth as a result of funding
from the GLA and Lloyds
Bank, the Directors believe
that it is important for the
company to have adequate
capital to meet operational
costs as well as retain a
cash contingency to meet
unforeseen expenditure.
This is what the proceeds of
the Pocket Living Bond issue
will fund.
Well be sad to see you go,

but we understand peoples
circumstances sometimes
change. If you would like
to cancel your investment
simply log into GoCardless
and cancel the direct debit
you set up when you made
your original investment.
While the Pocket Living
Bond pitch is active on
Crowdcube you can cancel
at any time but as soon as
it closes you will have a
final 14 days to cancel your
investment. Crowdcube will
notify you by email when
the Pocket Living Bonds
campaign has closed.
Interest will be paid

quarterly and managed
through the Crowdcube
platform. Just log in to your
portfolio to access it.
If the money raised through

the Pocket Living Bond
issue exceeds the estimated
funding requirement, any
surplus will be re-invested
into future schemes.
Why raise money

on Crowdcube?
Given the large number
of people who share our
vision demonstrated by
the thousands who have
registered for a chance to
invest in a Pocket home, we
believe it is right to make
this offer available to the
public. Offering the Pocket
Living Bond through
Crowdcube is the ideal way
to make this opportunity
easily available on a large
scale to our supporters and
share with them the growth
of the intermediate housing
market in London.
Who can invest?

UK residents aged 18
or over, or companies or
trusts residing in the
UK for corporation tax
purposes, can invest in
the Pocket Living Bond.
What happens if the

Pocket Living Bond is
undersubscribed?
We set the minimum target
for the Pocket Living Bond
at 500,000. As long as
we reach that target well
proceed with the Pocket
Living Bond exactly as
described in this document.
If we dont reach the
minimum, the money will not
be collected from you and
other investors.
What happens if the

Pocket Living Bond is
oversubscribed?
The Pocket Living Bonds
will be allocated on a
first-come-first-served
basis up to the maximum
limit of 1.5m.
When will I get

my original
investment back?
The Pocket Living Bonds
are available on a four year
term, after which youll be
able to receive your original
investment back or opt to
roll over for a further year
20
Can I sell or give

my Pocket Living
Bonds to
someone else?
No, the Pocket Living Bonds
are non-transferrable.
If I die what
would happen to
my Pocket Living
Bonds?
In that unfortunate event,
your estate would be able to
redeem your Pocket Living
Bond(s) early.
Can Pocket
prematurely
redeem the Pocket
Living Bond?
Yes. We reserve the right
to redeem the Bonds at any
point during the initial 4
year term or thereafter.
Is the rate of
return fixed?
Yes. The rate of return will
remain fixed at 7.5% per
annum in cash. However, tax
is payable on the interest
rate and your actual return
will depend on the rate of
tax you pay.
Can a company
invest in the
Pocket Living Bond?
Yes, companies are eligible
to buy Pocket Living Bonds.
There may be specific tax
implications you need to
consider, so we strongly
recommend you speak to
a financial advisor.
What taxes do
I need to pay?
For all information about
tax, please see the Tax
section on page 22.
Should I discuss
this investment
opportunity with a
financial advisor?
We strongly recommend
that you do.
If I invest in the Pocket

Living Bond, and would
like to buy a Pocket
apartment, can I get
any discount or jump
the queue on buying
a Pocket apartment?
No, you will not be able
to jump the queue or get
a discount, but if you are
interested in a Pocket home
and you believe you are
eligible for one, please check
the Pocket website
www.pocketliving.com for
further details on eligibility
and what to do next.
I like it how
do I apply?
Simply enter the amount
you wish to invest on the
pitch page (where you
downloaded this document
from). Youll then need
to set up a Direct Debit
payment, and thats it! For
more information on how
this process works turn to
page 22.
Can I apply by post?

No. All applications for
Pocket Living Bonds must
be made online through the
Crowdcube platform.
I have more questions

how can I get them
answered?
Simply create a new
discussion on the
Pocket Living Bond pitch
forum and well answer your
question shortly.
Key risks
Funding risk
Macro risk
Financial institutions and / or public entities lending to Pocket

may choose to withdraw their facilities due to changes in their
lending policies or an inability to agree lending terms with
the company. Were this to happen, it may not be possible for
Pocket to meet its contractual obligations. This could result in
a halt in development and potential financial losses. In recent
years, Pocket made sure to secure its funding requirement
early in the development cycle, and efficiently plan the
required budget.
Macro risks include non-operational risks which are out

of Pockets direct control and according to which we will
re-formulate our approach to the property market.
Planning risk
A developer may not receive planning approval from a
local authority for a property scheme to the specification
applied for. A specification may also be approved but may
mean the scheme itself is no longer economically viable,
and the planning process may be delayed or take longer
than anticipated. While those risks are inherent to all
property developers, Pocket is mitigating them by making
pre-applications and carefully considering whether a
development is achievable and affordable. Moreover, our
longstanding relationships with the GLA and local London
boroughs enable Pocket to better understand their planning
objectives and requirements.
Construction and site risk

Construction and site risks are risks related to the land, build
process and satisfactory completion of the property. They
could result in delays and further costs being incurred. These
could be due to:
Physical and environmental defects impeding construction.
Construction costs for non-fixed price contracts
increasing over the amount originally budgeted due to
input price rises.
Contractors working on site going into bankruptcy or
dissolution, or ceasing works through a direct breach
of contract.
A planning, environmental or legal breach whereby a site
has breached planning, environmental or legal rules and the
breach has to be rectified.
Pocket has been able to mitigate those risks by using reliable
and reputable contractors, entering fixed price contracts
with them and binding them to liability for non-performance.
Moreover, Pocket works with good quantity surveyors and
construction consultants to monitor its contracts.
21
From a market perspective, low demand or higher

supply could adversely impact property valuation once
a development has been completed. It could also lead
to a delay in selling the units.
Changes in the regulatory framework could increase the
affordability and eligibility restrictions and make it more
difficult for a prospective buyer to qualify for a Pocket
home. Moreover, amendments to the legal and tax regime
could add to the overall cost of buying a home.
Finally, constriction in the credit market or increases in
interest rates could limit the availability of mortgages
to prospective buyers.
By carefully researching current market trends and the
economic environment, Pocket has been able to adapt
our offering and target an under-served segment of the
property market in London. For that purpose, Pocket has
been using accredited valuation professionals, building our
relationships with local authorities and collaborating with
main mortgage providers.
Operational risk
Operational risks may disrupt Pockets work and result in
increasing internal costs, project delays, aborted projects and/
or project cost increases. These risks may be related to:
The capacity of our staff and systems to develop sites into
homes and subsequently sell them.
Our ability to source land acquisition opportunities and
generate value.
Our ability to retain key members of our management team.
Since the start of operations, Pocket has focused on
maintaining the best codes of practice in and out of
the office. We made sure we recruited talented staff
and provide them with adequate tools to perform their
duties. Moreover, the ability to identify key market trends
as described in this document, and our longstanding
relationships with a number of local authorities, ideally
position us to deliver on our promise.
The must read small print

Additional key risks
The investment offered in this document may not be suitable for
all recipients of the document. Investors are accordingly advised
to consult an investment advisor who is authorised under the
Financial Services and Markets Act 2000 and specialises in
investments of this kind, before making their decision to invest.
The GLA funded schemes set out in this document are operated
through Pocket Living (2013) LLP and the corresponding assets
and GLA facility are held in this vehicle which has not provided
a guarantee for the current offering. If Pocket Living Limited
defaulted on its payments to bondholders, bondholders may not
be able to rely on the assets of Pocket Living (2013) LLP.
Pocket Living Bonds are non-transferable and are intended to be
settled at the end of the term. It is not certain that there will be
sufficient funds available to the Issuer to settle the Pocket Living
Bonds. However, the Directors are committed to managing the
business and cash resources of the business with the intention
that the Pocket Living Bonds can be repaid on their due date.
Non-transferable & illiquid investment The Pocket Living Bonds
are not transferable or negotiable on the capital markets and no
application will be made for Pocket Living Bonds to be admitted for
listing or trading on any market. Investment in an unquoted security
of this nature, being an illiquid investment, is speculative, involving
a degree of risk. It will not be possible to sell or realise the Pocket
Living Bonds until they are repaid by the Issuer.
Not protected by the Financial Services Compensation Scheme
The Pocket Living Bonds are not protected from loss by the
Financial Services Compensation Scheme.
No certainty that Bondholders will be repaid at maturity The
Pocket Living Bonds are an unsecured debt of the Issuer and will
rank equally with any other unsecured debts of the Issuer. There
is no certainty or guarantee that the Issuer will be able to repay
them. If the Issuer were to become insolvent, there is a risk that (a)
some or all of the nominal value of the Pocket Living Bonds will not
be redeemed; and (b) some or all of the interest return due on the
Pocket Living Bonds will not be paid.
Tax
Investors are advised to take their own tax advice on the tax
consequences of acquiring, holding and disposing of the Pocket Living
Bonds. The comments below are of a general nature and are based
on current United Kingdom law and practice. They relate only to the
United Kingdom withholding tax treatment of interest payable on the
Pocket Living Bonds. The comments do not deal with any other United
Kingdom tax implications of acquiring, holding or disposing of Pocket
Living Bonds, and relate only to the position of Investors who are the
absolute beneficial owners of the Pocket Living Bonds. Tax treatment
depends upon individual circumstances and may be subject to change
in the future.
For UK resident individuals, payments of interest on the Pocket
Living Bonds will be subject to deduction of United Kingdom income
tax at the basic rate (currently, 20%), subject to the availability of
any domestic law exemption. The Issuer will make the necessary
arrangements to deduct and pay basic rate tax due from your interest
payment direct to HMRC. For investors who are non-taxpayers,
interest payments will still be paid net of tax and a tax certificate
will be issued to the relevant investor after each interest payment.
For a corporate investor or charity, in each case resident in the UK
for corporation tax purposes, the quarterly interest payment will be
paid gross without any withholding of tax at source from the interest
paid. Interest on the Pocket Living Bonds may be subject to additional
United Kingdom income tax or corporation tax by direct assessment,
depending on the circumstances of a particular Investor.
Crowdcube investment process
Investing on Crowdcube has been designed to be a straightforward
process. Simply enter the amount of money you wish to invest in the
box that says Enter Amount and click on the Invest now button. You
will then be asked to provide your payment details.
Crowdcube works on an all or nothing basis. That means that unless
the Pocket Living Bond reaches its minimum target, no investor money
will be taken and no charges are ever incurred. When you enter your
payment details using GoCardless you create a one-off Direct Debit
which we will collect when the fundraise closes. We will notify you by
email when this will be so you can ensure the correct funds are in your
account. There is no charge for investors for this payment.
By creating a Direct Debit rather than simply taking the money
when you invest, we enable you to keep hold of your money until the
fundraising is completed. It also means we can quickly and efficiently
process payments on a large scale.
22
The must read small print cont.

Bond instrument
Date: 09/03/2015
THIS INSTRUMENT is made by way of Deed Poll on 09/03/2015 BY
POCKET LIVING (Q1 2015) PLC (registered number 9414216)
whose registered office is at 14 Floral St, London, WC2E 9DH
(the Issuer); and
POCKET LIVING LIMITED (registered number 04538848) whose
registered office is at 14 Floral St, London, WC2E 9DH (PLL).
POCKET LIVING (HOLDINGS) II LIMITED (registered number 06323785)
whose registered office is at 14 Floral St, London, WC2E 9DH (PHL).
Directors
the board of directors of the Issuer from time to time;
Instrument
this instrument;
Interest Payment Date
the date falling (i) three months, (ii) six months, (iii) nine months and
(iv) twelve months, following the Commencement Date and (v) the
same date of each subsequent three months up to and including the
date on which the Pocket Living Bonds are finally redeemed;
Interest Rate
a fixed rate of 7.5% gross interest per annum;
POCKET MONEY LIMITED (registered number 05997876) whose

registered office is at 14 Floral St, London, WC2E 9DH (PML).
Pocket Living Bonds

the non-convertible and non-transferable Pocket Living Bonds of the
Issuer constituted by this Instrument.
POCKET LIVING (GREENWICH PENINSULA) LIMITED (registered

number 06346043) whose registered office is at 14 Floral St, London,
WC2E 9DH (PGL)
Recognised Investment Exchange

has the meaning ascribed to that term in section 285 of the Financial
Services and Markets Act 2000;
(PLL, PHL, PML and PGL together the Guarantors).
Register
the register of Bondholders maintained by the Issuer as provided for
in Clause 11;
TERMS:
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 Pocket Living Bonds in issue at any time, the
aggregate principal amount of the Pocket Living Bonds outstanding
at that time and/or all accrued interest thereon;
Bondholder or Bondholders
the person(s) from time to time entered in the Register as the holders
of the Pocket Living Bonds;
Business Day
a day other than a Saturday or a Sunday on which banks are open for
business in London;
Certificate
a certificate evidencing title to the Pocket Living Bonds substantially
in the form set out in the Schedule;
Commencement Date
the date on which the Pocket Living Bonds are first issued;
Crowdcube
Crowdcube Ventures Limited or such alternate entity appointed from
time to time to provide services to the Issuer in connection with the
Pocket Living Bonds and the Register;
Crowdcube Portfolio
the portion of the website provided by Crowdcube wherein
Bondholders can manage Pocket Living Bonds;
Default Event
has the meaning given to that term in Clause 6.1;
23
Registered Office
the registered office of the Issuer from time to time; and
Repayment Date
subject to pre-payment by the Issuer in accordance with the terms
of this Instrument, at the option of the Bondholder the later of (i)
the fourth anniversary of the Commencement Date, and (ii) any
subsequent anniversary of the Commencement Date (or if such date
does not fall on a Business Day, the next Business Day) provided that
the Bondholder has completed a notice of redemption six months
prior to the relevant repayment date in accordance with clause 4.1.
1.2
In this Instrument, unless the contrary intention appears:
(a)
the singular includes the plural and vice versa and any gender
includes the other gender;
(b)
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);
(c)
a natural person unless the context otherwise requires shall

mean a human being, as opposed to a juridical person created
by law;
(d)
a reference to:
(i)
a document means that document as amended, replaced

or novated;
(ii)
a statute or other law means that statute or other law as

amended or replaced, whether before or after the date of this
Instrument and includes regulations and other instruments
made under it;

(iii) a clause or schedule is a reference to a clause or a schedule
in this Instrument; and
4.
Redemption of Pocket Living Bonds
4.1
All Pocket Living Bonds not previously repaid (in whole or in

part) before the Repayment Date will be redeemed by the
Issuer on the Repayment Date, at par, together with interest
accrued up to and including the date of redemption, provided
that the Bondholder submits a completed electronic notice of
redemption and associated instructions within their Crowdcube
Portfolio so as to be received at least six (6) months prior to the
relevant Repayment Date. Investors will be notified seven (7)
months before the Repayment Date and have one (1) month to
submit a redemption notice.
(iv) a month means a calendar month;

(e)
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;
(f)
where a period of time is expressed to be calculated from or

after a specified day, that day is included in the period;
(g)
a reference to date of redemption or repayment or

redeemed or repaid means the date on which all the
outstanding principal and accrued interest on all the
outstanding Pocket Living Bonds is finally paid; and
4.2
All payments of principal and interest in respect of the Pocket

Living Bonds by or on behalf of the Issuer shall be made at the
Bondholders risk:
(h)
headings are inserted for convenience and do not affect

the interpretation of this Instrument.
(a)
electronically by payment processor(s) as offered by

Crowdcube; and
2.
Amount and Status of Pocket Living Bonds
(b)
2.1
The aggregate principal amount of the Pocket Living Bonds

is limited to 1,500,000.
2.2
The Pocket Living Bonds shall only be capable of being issued

in multiples of 500 in nominal amount and there will be no
limit on the maximum amount of Pocket Living Bonds that can
be issued to a Bondholder, subject to the aggregate principal
amount limit set out in Clause 2.1 above.
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 Issuer 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 Issuer shall not be required
to increase or gross-up any payment of principal or interest
made hereunder.
2.3
The Pocket Living Bonds shall not be issued or registered in the

names of more than one Bondholder.
4.3
2.4
Subject to this Instrument and the Schedule, the whole of the

Pocket Living Bonds as and when issued shall rank pari passu
equally and rateably without discrimination or preference.
All Pocket Living Bonds redeemed by the Issuer pursuant to

the terms of this Instrument will be cancelled and will not be
available for reissue.
4.4
In the event that any income tax or other tax is deducted

or withheld from a payment, the Issuer will issue to the
Bondholders as soon as reasonably practicable a certificate
of deduction of tax in respect of the tax deducted or withheld.
5.
Early Redemption of Pocket Living Bonds
5.1
In addition to Clause 6.1, the Issuer will be entitled to redeem

any or all of the principal amount of the Pocket Living Bonds
(in whole or in part) together with interest accrued thereon
at any time.
6.
Default Events
6.1
Notwithstanding Clause 4 and 5 and subject to Clause 6.2, all

outstanding Pocket Living Bonds shall become immediately
repayable, at the option of a Bondholder, at par together with
all accrued interest up to and including the date of redemption,
on the happening of any of the following events (each a
Default Event):
(a)
an order is made or an effective resolution passed for windingup or liquidation of the Issuer (otherwise than for the purposes
of or in the course of a solvent re-organisation, reconstruction
or amalgamation); or
(b)
an encumbrancer has taken possession of or if a receiver,

administrative receiver, liquidator, judicial factor or other similar
officer is appointed to take possession of the whole or any
2.5
The Pocket Living Bonds shall not be capable of being

transferred by the Bondholder or by the Issuer 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, the Pocket Living Bonds.
3. Interest
3.1
3.2
3.3
24
Interest is payable on the principal amount outstanding under

the Pocket Living Bonds from the Commencement Date until
the date of redemption and will be calculated on the basis of
a 365 day year (or, in the case of a leap year, a 366 day year).
Interest accrues from day to day at the Interest Rate and is
payable in cash to each Bondholder by quarterly payments
in arrears on each Interest Payment Date until the Pocket
Living Bonds are repaid under the terms of this Instrument
and shall become payable to the relevant Bondholders by the
Issuer within fifteen (15) Business Days of the relevant Interest
Payment Date.
Interest which has become payable to a Bondholder in
accordance with Clause 3.2 above shall be paid to the relevant
Bondholder upon receipt of a valid withdrawal request
submitted within their Crowdcube Portfolio.

material part of the property or undertaking of the Issuer and
in any such case is not discharged, withdrawn or removed within
14 days of possession being taken or an appointment being
made provided that at all times during such period the Issuer
is contesting such possession or appointment in good faith
and diligently; or
(c)
if, at any time and for any reason, any amount due to the
Bondholders pursuant to this Instrument, whether principal or
interest, is not paid by the Issuer and such non-payment is not
remedied within fifteen (15) Business Days of the due date for
payment by the Issuer; or
(d)
any administration order or any administration application has

been made in respect of the Issuer; or
(e)
any procedure or step analogous to the events set out in Clause

6.1(a) to (d) is taken in any jurisdiction.
6.2 The Issuer 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, the Pocket Living Bonds
held by such Bondholder shall remain outstanding.
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 Issuer shall thereby be discharged from all
obligations in connection with such Pocket Living Bonds. If the
Issuer shall place such amount on deposit at a bank, the Issuer
shall not be responsible for the safe custody of such amount or
for any interest accruing on such amount in such account.
9.
Transfer
Pocket Living Bonds are not transferable in whole or in part and

neither the Issuer nor its Directors shall approve, or arrange or
participate in any transfer of Pocket Living Bonds whether by
registration or otherwise.
10.
Transmission
10.1 Any person becoming entitled to Pocket Living Bonds as a result

of the death or bankruptcy of a holder of Pocket Living Bonds or
of any other event giving rise to the transmission of such Pocket
Living Bonds by operation of law may, upon producing such
evidence as reasonably required by the Directors of the Issuer,
be registered as the holder of such Pocket Living Bonds.
7.
Non-Conversion
Neither the principal amount of the Pocket Living Bonds nor any
accrued interest thereon shall be capable of conversion into
shares or other securities in the Issuer.
10.2 In the case of death of a registered holder of Pocket Living

Bonds, the only persons recognised by the Issuer as having
any title to the Pocket Living Bonds are the executors or
administrators of a deceased sole registered holder of Pocket
Living Bonds or such other person or persons as the Directors of
the Issuer may reasonably determine and they will be entitled to
require repayment of the Pocket Living Bonds at par.
8.
Certificates
11.
8.1
The Certificates will be in the form or substantially in the form

set out in the Schedule in digital form.
11.1 The Issuer will at all times keep at its Registered Office, or
at such other place as the Issuer may have appointed for the
purpose, a register showing:
8.2 The Issuer will recognise the Bondholder indicated in the

Register as the absolute owner of the Pocket Living Bonds. The
Issuer is not bound to take notice or see to the execution of any
trust whether express, implied or constructive to which any
Pocket Living Bonds may be subject.
8.3 If any of the Bondholders Pocket Living Bonds are due to be
redeemed under any of the provisions of this Instrument, the
Bondholder shall, if requested by the Issuer, provide the Issuer
and Crowdcube with its up to date account details and, upon
such delivery, the Issuer shall pay the relevant redemption
amount to the Bondholder and the relevant Certificate shall
be cancelled.
8.4 If any of the Bondholders Pocket Living Bonds are liable to be
redeemed under any of the provisions of this Instrument, and,
following a request by the Issuer, it fails or refuses to deliver
up the Certificate(s) for such Pocket Living Bond(s) at the
time and place fixed for the redemption of such Pocket Living
Bond(s) then the issuer 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 Issuer in trust for
the Bondholder (but without interest (save as may accrue
25
Register of the Pocket Living Bonds
(a)
the nominal amount of the Pocket Living Bonds held

by the Bondholder;
(b)
the serial number of each Pocket Living Bond issued;
(c)
the date of issue and all subsequent transmissions

of ownership; and
(d)
the name and email address of the Bondholder as bondholder.
11.2 The Bondholder may at all reasonable times during office hours
inspect his/her details entered in the Register and take copies of
such details from the Register.
11.3 The Register may be closed by the Issuer for such periods and at
such times as it thinks fit but not more than thirty (30) days in
any calendar year.
11.4 Any change of Bondholder details, including but not limited to
name, email address or address on the part of the Bondholder
must be notified to the Issuer and Crowdcube and the Register
will be altered accordingly.

12. Guarantee
12.1 Each of the Guarantors unconditionally and irrevocably
guarantees to each of the Bondholders from time to time that
if, for any reason whatsoever, the Aggregate Nominal Amount
of his or its outstanding Pocket Living Bonds (or any part of it) is
not paid in full by the Issuer on the due date it shall (subject to
the limitations set out in this guarantee), on demand in writing
by such Bondholder, pay to him such sum as shall be equal to
the amount in respect of which such default has been made,
provided that the Guarantors maximum aggregate liability
under this guarantee shall not exceed an amount equal to the
Aggregate Nominal Amount due to such Bondholder.
12.2 Upon payment in full by the Guarantors of the Aggregate
Nominal Amount of any outstanding Pocket Living Bonds,
such Pocket Living Bonds shall be deemed to have been
repaid and cancelled.
12.3 Each Guarantor shall be liable as if it were a principal debtor for
all monies payable pursuant to this Instrument (notwithstanding
that, as between the Issuer and each Guarantor, each Guarantor
is a surety only) and shall not be exonerated or discharged from
liability under this guarantee:
(a)
by time or indulgence being given to, or any arrangement or

alteration of terms being made with, the Issuer; or
(b)
by the liquidation, whether voluntary or compulsory, of the

Issuer or by the appointment of an administrative receiver
or an administrator in relation to the Issuer or its assets; or
(c)
by any act, omission, matter or thing whatsoever whereby

a Guarantor, as surety only, would or might have been so
exonerated or discharged.
12.4 Each of the covenants and guarantees contained in this Clause

12 shall be a continuing covenant and guarantee binding on the
Guarantors, and shall remain in operation until the Aggregate
Nominal Amount of the outstanding Pocket Living Bonds has
been fully paid or satisfied.
12.5 This Clause 12 shall be deemed to contain, as a separate and
independent stipulation, a provision to the effect that any sums
of money which may not be recoverable from the Guarantors by
virtue of a guarantee (whether by reason of any legal limitation,
disability, incapacity or any other fact or circumstance and
whether known to the Bondholders or not) shall nevertheless
be recoverable from the Guarantors by way of indemnity.
12.6 Each Bondholder shall be entitled to determine from time to
time when to enforce this guarantee as regards his outstanding
Pocket Living Bonds and may from time to time make any
arrangements or compromise with a Guarantor in relation to the
guarantee given by this Clause 12 which such Bondholder may
think expedient and/or in his own interest.
12.7 Any payment to be made by a Guarantor under this Instrument
shall be made without regard to any lien, right of set-off,
counterclaim or other analogous right to which a Guarantor
may be, or claim to be, entitled against any Bondholder.
26
12.8 Payment by any Guarantor to any Bondholder made in

accordance with this Clause 12 shall be deemed a valid payment
for all purposes of this Clause 12 and shall discharge each of the
Guarantors from its liability under this Clause 12 to the extent of
the payment, and the Guarantors shall not be concerned to see
to the application of any such payment.
12.9 In relation to any demand made by a Bondholder for payment by
a Guarantor pursuant to this Clause 12, such demand shall be in
writing and shall state:
(a)
the full name and registered address of such Bondholder and

the Aggregate Nominal Value which is claimed;
(b)
that none of the Pocket Living Bonds in respect of which such

demand is made has been cancelled, redeemed or repurchased
by the Issuer;
(c)
that the sum demanded is due and payable by the Issuer, that all
conditions and demands prerequisite to the Issuers obligations
in relation to those Pocket Living Bonds have been fulfilled and
made, that any grace period relating to those obligations has
elapsed and that the Issuer has failed to pay the sum demanded;
(d)
the date on which payment of the Aggregate Nominal Amount

(or part thereof) in respect of which the demand is made should
have been made to the Bondholder by the Issuer; and
(e)
the bank account details of a bank in the United Kingdom to

which payment by any Guarantor is to be credited or the address
to which payment by cheque or bank payment is to be sent at
the Bondholders risk.
12.10 Each Guarantor may rely on any demand or other document or

information appearing on its face to be genuine and correct, and
to have been signed or communicated by the person by whom it
purports to be signed or communicated. The Guarantor shall not
be liable for the consequences of such reliance and shall have
no obligation to verify that the facts or matters stated in any
such demand, document or information are true and correct.
12.11 All payments, including payments of principal and interest,
in respect of the Pocket Living Bonds by or on behalf of
each Guarantor shall be made 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, a Guarantor 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 Guarantors shall not be required to increase or gross-up any
payment made hereunder.
13.
Warranties and Undertakings
13.1 The Issuer undertakes to the Bondholder that:

(a)
it will perform and observe the obligations imposed

on it by this Instrument;
(b)
it will comply with the provisions of the Certificates; and

(c)
the Pocket Living Bonds are held subject to and with the benefit
of the terms and conditions set out in this Instrument and
are binding on the Issuer and the Bondholder and all persons
claiming through or under them.
13.2 The Issuer and the Guarantors severally warrant to the

Bondholder on the date of this Instrument, and at all times
while such Bondholder holds Pocket Living Bonds, that:
(a)
(b)
(c)
(d)
14.
(in case of the Issuer only) it has the power and authority to
issue the Pocket Living Bonds and to exercise its rights and
perform its obligations under the Pocket Living Bonds;
it has the power and authority to enter into this Instrument
and to exercise its rights and perform its obligations under
this Instrument;
it has taken all necessary corporate, shareholder and other
action to authorise the execution, delivery and performance
of this Instrument; and
it has been duly incorporated, constituted or amalgamated
and is validly subsisting and is in good standing under the laws
of the jurisdiction in which it is incorporated, constituted or
amalgamated.
Notice
14.1 Any notice or other communication to be given under this

Instrument must be in writing or communicated using the
Bondholders Crowdcube Portfolio. Written notices will be
served by delivering it personally or sending it by pre-paid post
to the address and for the attention of the relevant party set out
below (or as otherwise notified by that party). Any notice will be
deemed to have been received:
(a)
if delivered personally, at the time of delivery;
(b)
in the case of pre-paid post, 48 hours from the date of

posting; and
(c)
in the case of registered airmail within three (3) Business Days

of the date of posting.
(d)
any notice communicated digitally using the Crowdcube

Portfolio will be deemed to have been received at the time
when a record of such receipt is sent digitally to Bondholder
by Crowdcube. Any notice sent by email shall be deemed to
be received at the time of sending.
14.2 If deemed receipt occurs before 9am on a Business Day the

notice is deemed to have been received at 9am on that day and
if deemed receipt occurs after 5pm, the notice is deemed to
have been received at 9am on the next Business Day.
14.3 The addresses of the Bondholders for the purposes of the
Instrument are as set out in the Register from time to time and
the address of the Issuer and Guarantor is its Registered Office.
15.
Costs and Expenses
Each party shall pay its own costs, charges and expenses
relating to the execution and implementation of this Instrument.
27
16.
Third Party Rights
No person shall have a right under the Contract (Rights of

Third Parties) Act 1999 to enforce any term of this Instrument.
17.
Governing Law and Jurisdiction
17.1 This Instrument and each of the Pocket Living Bonds is

governed by and shall be construed in accordance with
the law of England and Wales.
17.2 Each party irrevocably submits to the exclusive jurisdiction of
the courts of England and Wales as regards any claim, dispute
or matter arising out of or in connection with this Instrument.
EXECUTED as a DEED on the day and year set out above for and on
behalf of POCKET LIVING (Q1 2015) PLC
acting by:
Director
Director/Secretary
behalf of POCKET LIVING LIMITED
acting by:
Director
Director/Secretary
behalf of POCKET LIVING (HOLDINGS) II LIMITED
acting by:
Director
Director/Secretary
behalf of POCKET MONEY LIMITED
acting by:
Director
Director/Secretary
behalf of POCKET LIVING (GREENWICH PENNINSULAR) LIMITED
acting by:
Director
Director/Secretary

Terms and conditions
This Invitation, and/or your participation in the subscription of Pocket
Living Bonds is conditional upon and subject to:
1. your successful completion of Crowdcubes registration
requirements and the online investment process through
Crowdcube prior to the investment opportunity hitting its
minimum target, being closed by the Issuer or expiring on the
Crowdcube website; and
2. the Issuer having accepted your Application in whole or in part.
All Applications are strictly made based on the terms and conditions
contained in this Invitation and the Bond Instrument. Investors have
the right to cancel their investment at any point up until 14 days after
the Issuers pitch is closed, following which point funds will be taken
from investors accounts. Investors will be notified and forewarned of
these events by email.
In particular, by making your Application, you will be deemed to
acknowledge and confirm:
(a) that 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 Issuer or Guarantor or Crowdcube Ventures Ltd or
Crowdcube Ltd in relation to the Issuer or any group entity other
than as contained in this Invitation and the Bond Instrument
and that, accordingly, none of the Issuer or Crowdcube Ventures
Ltd any group entity, 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).
(b) 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 or trust resident in the UK for corporation tax
purposes and which is not prevented by the laws of its governing
jurisdiction or place of incorporation from applying for or holding
Pocket Living Bonds;
(c) you are either (i) certified as a high net worth investor, (ii)
certified as a sophisticated investor, (iii) self-certified as a
sophisticated investor or (iv) certified as a restricted investor,
in each case in accordance with the FCAs Conduct of Business
Sourcebook Chapter 4.7;
(d) you are entitled to make your Application and to be issued with
Pocket Living Bonds in respect thereof under the laws of and rules
of any governmental bodies located in any jurisdictions which
apply to you;
(f) you are not entitled to be paid any commission in relation

to your Application;
(g) any monies invested in connection with an Application will not be
taken unless the Issuer reaches its minimum target and will not
bear interest until the Pocket Living Bond issuance;
(h) you acknowledge that the Issuer may, in its absolute discretion,
reject in whole or in part or scale down your Application;
(i) all certificates, documents, and monies sent or transferred to you
by or on behalf of the Issuer or any documents and monies you
send or transfer to the Issuer are sent or transferred at your risk;
(j) you and any funds under your management are not engaged in
money laundering;
(k) you are making your Application on your own behalf and for
no other person;
(l) the Issuer, its directors, employees, agents and advisers
will rely upon the truth and accuracy of the confirmations,
acknowledgements and representations contained in this
Invitation and your Application Form; and
(m) the Issuer accepts no liability for any inaccuracies
in your Application.
Money laundering
It is also a term of your Application that, to ensure compliance with
the Money Laundering Regulations 2007 (as amended), the Issuer
or Crowdcube may, in their absolute discretion, require verification
of your identity to the extent that you have not already provided the
same. Pending the provision of evidence of identity, Pocket Living
Bonds applied for by you may not be issued at the absolute discretion
of the Issuer or Crowdcube. If within a reasonable time after a request
for verification of identity, satisfactory evidence has not been
supplied, the Issuer may, at its absolute discretion, terminate your
Application in which event no monies will be taken from your account
and no interest will be payable.
If you decide to make an Application, you undertake to the Issuer
that you will pay for such Pocket Living Bonds on acceptance of
your Application.
Jurisdiction
The making of Applications, acceptances of Applications and
contracts resulting therefrom under this Invitation shall be governed
by and construed in accordance with the law of England and Wales
and the parties submit to the exclusive jurisdiction of the courts of
England and Wales.
(e) you are aware that it is open to you to seek advice from someone
who specialises in advising on investments;
28
Starter homes for

city makers.
Because keeping
London ticking is
exhausting enough.
14 Floral Street, London, WC2E 9DH

T (0)20 7291 3680 F (0)20 7580 5422
pocketliving.com

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Starter homes for city makers

Invitation document 2015

Starter homes for city makers

Pocket is a registered trade mark of Pocket Living Ltd No. 4225231.

Pocket Invitation document 2015

Introduction from the CEO

The Pocket Living Bond

Pockets management team

Pockets target market

Pockets projects in the pipeline

The Pocket landscape

The intermediate affordable housing sector

The must read small print

Pocket Invitation document 2015

Introduction from the CEO

Last year was an

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The Pocket Living Bond

The Pocket Living Bond is a very straightforward

The Pocket Living Bond in summary

Interest payable per annum

Frequency of interest payment

Face value per Pocket Living Bond

At the end of the initial 4 year term and on every anniversary

Pocket Invitation document 2015

The Pocket Living Bond as part of the Pocket Group

Pocket Living Limited

Pocket Money Limited**

Pocket Living (Holdings) II Limited**

Pocket Living (2013)

Pocket Living (Q1 2015)

provided a guarantee for the current offering. Pocket Living Limited

Pocket Invitation document 2015

The size of a Pocket one

Pocket homes delivered

Pocket homes targeted

Target number of Pocket

Estimated size of intermediate

Number of 22-39 year olds

Number of people who

Pocket discount to market

Pocket Invitation document 2015

Pockets management team

Nick is an experienced chartered

Nick trained at CB Richard

Lucians background covers

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70% of Londons households earn less than

Savills 2013 market review.

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Pocket homes are designed for Londons busy

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Pockets product cont.

Pocket homes are sold at a discount of at least 20% to the

Pocket developments build strong community ties. All of the

Pocket can offer this level of discount because it delivers

Residents are also unable to rent out their properties without

Pocket homes are designed for people earning moderate

Pocket homes are sold at a discount of at least

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Pockets projects in the pipeline