Prospectus of Thornton plc

Important Note

It is the duty and right of an investor to know the contents of the Prospectus before deciding to invest. This prospectus provides information on the issue, relevant information related to the securities offered and the risks to both the issue and the issuer. The information specified in the prospectus is binding for Enterprise, which means that it is legally responsible for the information stated in the Prospectus.

Before making the investment please read the statements of material facts made ??by the issuer on the events that can materially affect the Company performance and periodic financial reports. The behavior and performance of listed companies through time does not ensure its future solvency and liquidity. The investment you make is solely at your own risk. The financial service authority makes no judgment about the truthfulness, accuracy or adequacy of the information contained in this Prospectus.The regulatory authority and those involved in brokerage process assume no responsibility on the financial situation of the issuing company.



Table of Contents

Summary of the prospectus4

Reasons for the issuance and use of resources5

Identification of the Directors Involved with the Public Offering Process6

Our past financial performance7

Share issue11

Operational risk12

Risk Reduction Policies16

Tax Treatment18

Tax on shareholders18

Taxation of the Company21

About the company22

Constitution of company23

Business Overview23

Key management25

Transactions with Related Parties27

Summary of the prospectus

ISSUER

Thornton plc

INSTRUMENT

Ordinary shares

ISSUE DATE

July 12, 2012

AMOUNT

£ 1,000,000

USE OF FUNDS

The program is offered for the collection of resources for working capital, investment in active medium and long term production and or substitution of liabilities.

PAYMENT AGENT

Thornton plc general Paying Agent

REGISTRATION AND CUSTODY

Capita Registrars

LEGAL COUNSEL

General Counsel of Thornton plc

Financial advisers and corporate brokers

Investec Investment Banking

Structuring

General building machine entity.

Independent auditors

PricewaterhouseCoopers LLP

Principal bankers

HSBC plc

Barclays Bank plc

Lloyds TSB Bank plc

Financial PR advisers

Cardew Group Limited

Risk and insurance advisers

Marsh Limited

Reasons for the issuance and use of resources

The objective of the Programme of issuance of shares for the placement program is the collection of resources for working capital, investment in active medium and long term production and / or substitution of liabilities. These liabilities relates to bank debt and replacing them with the resources received shall be in accordance with strategic convenience and suitability criteria set by the company which will be in the best interest of the company

It is to be noted that when the funds raised will be earmarked for the acquisition of assets than those usually acquired under the trade turnover of the business of authority.

 In case these assets will be acquired from related companies, as defined in Article 5.2 of the Securities Market Act, The issuer reserves the right to apply to use funds raised alternative of the following circumstances.

Identification of the Directors Involved with the Public Offering Process

During the share issue process, the following key individuals will be involved in the public offering process.

John von Spreckelsen

John von Spreckelsen became an important part of Thornton's plc in June 2006. He was previously Chairman of Somerfield plc and Chief Executive Officer of Budges ...