REG-Leek Finance Number 17 Plc Tender Offer

LONDON--(Business Wire)--

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE
UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO
RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE
NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OF AMERICA OR THE
DISTRICT OF COLUMBIA (the United States) OR TO ANY PERSON LOCATED OR RESIDENT IN
THE REPUBLIC OF ITALY, CANADA, HONG KONG, JAPAN OR NEW ZEALAND.

Leek Finance Number Seventeen PLC

(incorporated with limited liability in England and Wales, under registered
number 05659973)

£136,468,800 Class A2a Mortgage Backed Floating Rate Notes due 2037

(the Leek 17 A2a Notes)

U.S.$233,513,280 Class A2b Mortgage Backed Floating Rate Notes due 2037

(the Leek 17 A2b Notes)

€184,485,600 Class A2c Mortgage Backed Floating Rate Notes due 2037

(the Leek 17 A2c Notes)

(each a Class, and together the Leek 17 Class A Notes)

Leek Finance Number Seventeen PLC (the Issuer) hereby advises that Britannia
Building Society (the Society) has today announced an offer (each invitation an
Offer, and together the Offers) to holders of the outstanding Leek 17 Class A
Notes to tender their Leek 17 Class A Notes for purchase by the Society subject
to the terms and conditions of the Offers as set out in a Tender Offer
Memorandum dated 7 July 2009 (the Tender Offer Memorandum).

Attached to this notice is a copy of the announcement made by the Society.

The Offers will expire at 4 p.m., London time on Thursday, 16 July 2009, unless
extended by the Society (such date and time with respect to the Offers, as it
may be extended, the Expiration Date). In order to be eligible to receive the
relevant consideration, holders of the Leek 17 Class A Notes must validly tender
their Leek 17 Class A Notes on or prior to the Expiration Date.

Holders of the Leek 17 Class A Notes who hold through Euroclear Bank SA/NV or
Clearstream Banking, société anonyme wishing to tender their Leek 17 Class A
Notes must submit, or arrange to have submitted on their behalf, at or before
the Expiration Date and before the respective deadlines set by such clearing
systems, duly completed electronic instructions, in each case in accordance with
such clearing systems' respective requirements.

The Offers are being made only by the Society and copies of the Tender Offer
Memorandum and other related documents will be made available only to holders of
the Leek 17 Class A Notes (subject to certain restrictions). Holders may request
documents by contacting the Tender Agent listed below.

Holders of the Leek 17 Class A Notes should be aware that the Offers are not
being made to, and any offers to tender will not be accepted from, or on behalf
of, holders in any jurisdiction in which the making of such Offers would not be
in compliance with the laws or regulations of such jurisdictions. In particular,
persons located or resident in the Republic of Italy, Canada, Hong Kong, Japan,
New Zealand, U.S. persons (as defined in the U.S. Securities Act of 1933, as
amended) and persons located or resident in the United States of America, may
not participate in the Offers.

Neither this release nor the Tender Offer Memorandum shall constitute the
solicitation of a tender or an offer to purchase securities in the United States
of America, the Republic of Italy, Canada, Hong Kong, Japan, New Zealand or in
any other jurisdiction where it is unlawful to do so. The Offers are being made
by the Society only pursuant to a confidential offering memorandum and related
documentation and only to such persons and in such jurisdictions as is permitted
under applicable law.

The Tender Agent appointed by the Society in respect of the Offers is Lucid
Issuer Services Limited of Leroy House, 436 Essex Road, London, N1 3QP, United
Kingdom (Attention: Lee Pellicci, Telephone: +44 (0)20 7704 0880, Email:
leek@lucid-is.com). Requests for information in relation to the procedure for
tendering Leek 17 Class A Notes and participating in the Offers should be
directed to the Tender Agent.

Requests for information in relation to the Offers should be directed to the
Dealer Manager, J.P. Morgan Securities Ltd, Telephone: +44 (0)20 7779 2468,
Email: ABS_London_Syndicate@jpmorgan.com.

THE ISSUER MAKES NO RECOMMENDATION AS TO WHETHER OR NOT HOLDERS OF THE LEEK 17
CLASS A NOTES SHOULD TENDER THEIR LEEK 17 CLASS A NOTES PURSUANT TO THE OFFERS.
EACH HOLDER OF THE LEEK 17 CLASS A NOTES MUST MAKE ITS OWN DETERMINATION AS TO
WHETHER TO TENDER ITS LEEK 17 CLASS A NOTES PURSUANT TO THE OFFERS.

Dated: 7 July 2009

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE
UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO
RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE
NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OF AMERICA OR THE
DISTRICT OF COLUMBIA (the United States) OR TO ANY PERSON LOCATED OR RESIDENT IN
THE REPUBLIC OF ITALY, CANADA, HONG KONG, JAPAN OR NEW ZEALAND.

BRITANNIA BUILDING SOCIETY

MARKET ANNOUNCEMENT

Britannia Building Society announces Invitation to Tender for Purchase for Cash
in relation to the outstanding:

Leek Finance Number Seventeen PLC (Leek 17)

£136,468,800 Class A2a Mortgage Backed Floating Rate Notes due 2037 (the Leek 17
A2a Notes)

U.S.$233,513,280 Class A2b Mortgage Backed Floating Rate Notes due 2037 (the
Leek 17 A2b Notes)

€184,485,600 Class A2c Mortgage Backed Floating Rate Notes due 2037 (the Leek 17
A2c Notes)

(each a Class, and together the Leek 17 Class A Notes)

Leek Finance Number Eighteen PLC (Leek 18)

£124,470,117 Class A2a Mortgage Backed Floating Rate Notes due 2038 (the Leek 18
A2a Notes)

U.S.$345,548,250 Class A2b Mortgage Backed Floating Rate Notes due 2038 (the
Leek 18 A2b Notes)

€93,116,160 Class A2c Mortgage Backed Floating Rate Notes due 2038 (the Leek 18
A2c Notes)

U.S.$254,614,500 Class A2d Mortgage Backed Floating Rate Notes due 2038 (the
Leek 18 A2d Notes)

(each a Class, and together the Leek 18 Class A Notes)

Leek Finance Number Nineteen PLC (Leek 19)

£100,816,100 Class A2a Mortgage Backed Floating Rate Notes due 2038 (the Leek 19
A2a Notes)

U.S.$571,993,891 Class A2b Mortgage Backed Floating Rate Notes due 2038 (the
Leek 19 A2b Notes)

€114,105,495 Class A2c Mortgage Backed Floating Rate Notes due 2038 (the Leek 19
A2c Notes)

(each a Class, and together the Leek 19 Class A Notes)

issued by Leek 17, Leek 18 and Leek 19

Britannia Building Society (the Society) today announced that it has commenced a
tender offer (each invitation an Offer, and together the Offers) to invite
holders of the residential mortgage backed securities specified below issued by
Leek 17, Leek 18 and Leek 19 (the Notes) to tender such Notes for purchase by
the Society.

Issuer ISIN/Common Code Title of the Notes Nominal Amount Purchase Price Range
Outstanding
Leek 17 XS0249475137 Leek 17 A2a Notes £136,468,800 80.5 per cent. to
/024947513 84.5 per cent.

Leek 17 XS0249475483 Leek 17 A2b Notes U.S.$233,513,280 78.5 per cent. to
/024947548 83.5 per cent.

Leek 17 XS0249475723 Leek 17 A2c Notes € 184,485,600 80.5 per cent. to
/024947572 84.5 per cent.

Leek 18 XS0271276908 Leek 18 A2a Notes £124,470,117 76.5 per cent. to
/027127690 80.5 per cent.

Leek 18 XS0271279670 Leek 18 A2b Notes U.S.$345,548,250 74.5 per cent. to
/027127967 79.5 per cent.

Leek 18 XS0271280769 Leek 18 A2c Notes € 93,116,160 76.5 per cent. to
/027128076 80.5 per cent.

Leek 18 XS0271279837 Leek 18 A2d Notes U.S.$254,614,500 74.5 per cent. to
/027127983 79.5 per cent.

Leek 19 XS0294479778 Leek 19 A2a Notes £100,816,100 73.0 per cent. to
/029447977 77.0 per cent.

Leek 19 XS0294480602 Leek 19 A2b Notes U.S.$571,993,891 71.0 per cent. to
/029448060 76.0 per cent.

Leek 19 XS0294482483 Leek 19 A2c Notes € 114,105,495 73.0 per cent. to
/029448248 77.0 per cent.

The aggregate principal amount of Notes (if any) to be purchased by the Society
pursuant to the Offers will be an amount to be determined by the Society up to,
but not exceeding, £100,000,000 or equivalent in aggregate principal amount
(calculated on the Pricing Date (expected to be the second business day after
the Expiration Date) by reference to the prevailing exchange rates).

The amount payable by the Society for the Notes, in each case validly tendered
and accepted by it for purchase pursuant to the Offers, will be determined
pursuant to a modified Dutch auction procedure.

The Offers are only being made to holders of the Notes (subject to certain
restrictions).

The terms and conditions of the Offers are set out in the Tender Offer
Memorandum dated 7 July 2009 (the Tender Offer Memorandum), which will only be
made available to holders of Notes (subject to certain restrictions).

The Offers will expire at 4.00 p.m., London time on Thursday, 16 July 2009,
unless extended by the Society (such date and time with respect to the Offers,
as it may be extended, the Expiration Date). In order to be eligible to receive
the relevant consideration, holders of the Notes must validly tender their Notes
at or prior to the Expiration Date.

The Society will hold the Notes purchased by it pursuant to the Offers and such
Notes will not be immediately cancelled.

Holders of the Notes who hold through Euroclear Bank SA/NV or Clearstream
Banking, société anonyme wishing to tender their Notes must submit, or arrange
to have submitted on their behalf, at or before the Expiration Date and before
the respective deadlines set by such clearing systems, duly completed electronic
instructions, in each case in accordance with such clearing systems' respective
requirements.

Consummation of the Offers is subject to certain conditions which are set out in
the Tender Offer Memorandum.

FOR MORE INFORMATION CONTACT:

The Tender Agent for the Offers

Lucid Issuer Services Limited

Leroy House, 436 Essex Road, London, N1 3QP, United Kingdom

(Attention: Lee Pellicci, Telephone: +44 (0)20 7704 0880,

Email: leek@lucid-is.com).

The Dealer Manager for the Offers

J.P. Morgan Securities Ltd.

125 London Wall, London EC2Y 5AJ

(Attention: Fixed Income Syndicate, Telephone: +44 (0)20 7779 2468,

Email: ABS_London_Syndicate@jpmorgan.com).

Holders of the Notes should be aware that the Offers are not being made to, and
any offers to tender will not be accepted from, or on behalf of, holders in any
jurisdiction in which the making of such Offers would not be in compliance with
the laws or regulations of such jurisdictions. In particular, persons located or
resident in the Republic of Italy, Canada, Hong Kong, Japan, New Zealand, U.S.
persons (as defined in the U.S. Securities Act of 1933, as amended) and persons
located or resident in the United States of America, may not participate in the
Offers.

Neither this release nor the Tender Offer Memorandum shall constitute the
solicitation of a tender or an offer to purchase securities in the United States
of America, the Republic of Italy, Canada, Hong Kong, Japan, New Zealand or in
any other jurisdiction where it is unlawful to do so. The Offers are being made
by the Society only pursuant to a confidential offering memorandum and related
documentation and only to such persons and in such jurisdictions as is permitted
under applicable law.

The distribution of the Offer documents in certain jurisdictions may be
restricted by law. Persons into whose possession the Offer documents come are
required by the Society to inform themselves about and to observe any such
restrictions.

United States

The Offers are not being made and will not be made, directly or indirectly, in
or into, or by use of the mails of, or by any means or instrumentality of
interstate or foreign commerce of, or any facilities of a national securities
exchange of, the United States. This includes, but is not limited to, facsimile
transmission, telex, telephone, email, the internet and other forms of
electronic communication. The Notes may not be tendered in the Offers by any
such use, means, instrumentality or facility from or within the United States or
by persons located or resident in the United States. Accordingly, copies of the
Tender Offer Memorandum and any other documents or materials relating to the
Offers are not being, and must not be, directly or indirectly, mailed or
otherwise transmitted, distributed or forwarded including, without limitation,
by custodians, nominees or trustees in or into the United States or to any
persons located or resident in the United States of America. Any purported
tender of Notes in an Offer resulting directly or indirectly from a violation of
these restrictions will be invalid and purported tender of Notes made by a
person located in the United States or any agent, fiduciary or other
intermediary acting on a non-discretionary basis for a principal giving
instructions from within the United States will not be accepted.

Each holder of Notes participating in an Offer will represent that it is not
located in the United States and is not participating in such Offer from the
United States or it is acting on a non-discretionary basis for a principal
located outside the United States that is not giving an order to participate in
such Offer from the United States. For the purposes of this and the above
paragraph, United States means United States of America, its territories and
possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American
Samoa, Wake Island and the Northern Mariana Islands), any state of the United
States of America and the District of Columbia.

United Kingdom

The communication of the Tender Offer Memorandum and any other documents or
materials relating to the Offers is not being made, and such documents and/or
materials have not been approved, by an authorised person for the purposes of
section 21 of the Financial Services and Markets Act 2000. Accordingly, such
documents and/or materials are not being distributed to, and must not be passed
on to, the general public in the United Kingdom. The communication of such
documents and/or materials as a financial promotion is only being made to those
persons in the United Kingdom falling within the definition of investment
professionals (as defined in Article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005 (the Order)) or any other persons to
whom it may otherwise lawfully be made under the Order.

Italy

The Offers are not being made, directly or indirectly, in the Republic of Italy.
The Offers and the Tender Offer Memorandum have not been submitted to the
clearance procedures of the Commissione Nazionale per le Società e la Borsa
(CONSOB) pursuant to Italian laws and regulations. Accordingly, holders of the
Notes are notified that, to the extent holders of the Notes are located or
resident in the Republic of Italy, the Offers are not available to them and they
may not tender Notes in the Offers and, as such, any tender instructions
received from such persons shall be ineffective and void, and neither the Tender
Offer Memorandum nor any other documents or materials relating to the Offers or
the Notes may be distributed or made available in the Republic of Italy.

Belgium

Neither the Tender Offer Memorandum nor any other documents or materials
relating to the Offers have been submitted to or will be submitted for approval
or recognition to the Belgian Banking, Finance and Insurance Commission
(Commission Bancaire, financière et des assurances/Commissie voor het Bank,
Financie en Assurantiewezen) and, accordingly, the Offers may not be made in
Belgium by way of a public offering, as defined in Article 3 of the Belgian Law
of 1 April 2007 on public takeover bids or as defined in Article 3 of the
Belgian Law of 16 June 2006 on the public offer of placement instruments and the
admission to trading of placement instruments on regulated markets (together,
the Belgian Public Offer Law), each as amended or replaced from time to time.
Accordingly, the Offers may not be advertised and the Offers will not be
extended, and neither the Tender Offer Memorandum nor any other documents or
materials relating to the Offers (including any memorandum, information
circular, brochure or any similar documents) has been or shall be distributed or
made available, directly or indirectly, to any person in Belgium other than
"qualified investors" in the sense of Article 10 of the Belgian Public Offer Law
(as amended from time to time), acting on their own account. Insofar as Belgium
is concerned, the Tender Offer Memorandum has been issued only for the personal
use of the above qualified investors and exclusively for the purpose of the
Offers. Accordingly, the information contained in the Tender Offer Memorandum
may not be used for any other purpose or disclosed to any other person in
Belgium.

France

The Offers are not being made, directly or indirectly, to the public in the
Republic of France (France). Neither the Tender Offer Memorandum nor any other
document or material relating to the Offers has been or shall be distributed to
the public in France and only (i) providers of investment services relating to
portfolio management for the account of third parties (personnes fournissant le
service d'investissement de gestion de portefeuille pour compte de tiers) and/or
(ii) qualified investors (investisseurs qualifiés) other than individuals, all
as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 to
D.411-3 of the French Code monétaire et financier, are eligible to participate
in the Offers. The Tender Offer Memorandum has not been and will not be
submitted for clearance to nor approved by the Autorité des Marchés Financiers.

General

The Tender Offer Memorandum does not constitute an offer to buy or a
solicitation of an offer to sell Notes, and tenders of Notes in any Offer will
not be accepted from Noteholders in any circumstances in which such offer or
solicitation is unlawful. In those jurisdictions where the securities or other
applicable laws require an Offer to be made by a licensed broker or dealer and
the Dealer Manager (or any of its affiliates) is such a licensed broker or
dealer and the Dealer Manager or any of its affiliates is such a licensed broker
or dealer in any such jurisdictions, such Offer shall be deemed to be made on
behalf of the Society by the Dealer Manager or such affiliate, as the case may
be, on behalf of the Society in such jurisdiction.

In addition to the representations referred to above in respect of the United
States, each Noteholder participating in an Offer will also be deemed to give
certain representations in respect of the other jurisdictions referred to above.
Any tender of Notes for purchase pursuant to the Offers from a Noteholder that
is unable to make these representations will not be accepted. Each of the
Society, the Dealer Manager and the Tender Agent reserve the right, in their
absolute discretion, to investigate, in relation to any tender of Notes for
purchase pursuant to an Offer, whether any such representation given by a
Noteholder is correct and, if such investigation is undertaken and as a result
the Society determines (for any reason) that such representation is not correct,
such tender shall not be accepted.

DISCLAIMER This announcement must be read in conjunction with the Tender Offer
Memorandum. This announcement and the Tender Offer Memorandum contain important
information which should be read carefully before any decision is made with
respect to the Offers. If you are in any doubt as to the action you should take,
you are recommended to seek your own financial and legal advice, including as to
any tax consequences, immediately from your stockbroker, bank manager,
solicitor, accountant or other independent financial or legal adviser. Any
individual or company whose Notes are held on its behalf by a broker, dealer,
bank, custodian, trust company or other nominee or intermediary must contact
such entity if it wishes to tender Notes in the Offers. None of the Dealer
Manager, the Tender Agent or the Society makes any recommendation as to whether
holders of the Notes should tender Notes in the Offers or participate in the
Offers.

Dated: 7 July 2009

Leek Finance Number 17 Plc

Copyright Business Wire 2009