Obbligazione Verisure Midholding 5% ( XS2010032295 ) in EUR

Emittente Verisure Midholding
Prezzo di mercato 100 EUR  ▼ 
Paese  Svezia
Codice isin  XS2010032295 ( in EUR )
Tasso d'interesse 5% per anno ( pagato 4 volte l'anno)
Scadenza 14/04/2025 - Obbligazione è scaduto



Prospetto opuscolo dell'obbligazione Verisure Midholding XS2010032295 in EUR 5%, scaduta


Importo minimo 100 000 EUR
Importo totale 200 000 000 EUR
Descrizione dettagliata Verisure Midholding è la società di gestione del gruppo Verisure, responsabile della strategia e delle operazioni a livello internazionale.

The Obbligazione issued by Verisure Midholding ( Sweden ) , in EUR, with the ISIN code XS2010032295, pays a coupon of 5% per year.
The coupons are paid 4 times per year and the Obbligazione maturity is 14/04/2025







OFFERING MEMORANDUM
NOT FOR GENERAL DISTRIBUTION
IN THE UNITED STATES

Verisure Holding AB (publ)
200,000,000 Floating Rate Senior Secured Notes due 2025
Verisure Holding AB (publ) (the "Issuer"), a public limited liability company existing under the laws of Sweden,
is offering (the "Offering") 200.0 million aggregate principal amount of its Floating Rate Senior Secured Notes due 2025
(the "Notes"). The Notes will be issued under an indenture (the "Indenture") to be dated as of April 23, 2020 (the "Issue
Date"), among, inter alios, the Issuer, the Guarantors (as defined below), Wilmington Trust, National Association, as
trustee for the Notes (the "Trustee") and Wilmington Trust (London) Limited, as security agent (the "Security Agent").
The Issuer will pay interest on the outstanding principal amount of the Notes at a per annum rate equal to three
month EURIBOR (subject to a 0% floor) plus 5.00% per annum, reset quarterly. Such interest will be paid quarterly in
arrears on each January 15, April 15, July 15 and October 15, commencing on July 15, 2020. Prior to April 15, 2021, the
Issuer will be entitled at its option to redeem all or part of the Notes at a price equal to 100% of the principal amount thereof
plus a "make-whole" premium. At any time on or after April 15, 2021, the Issuer may redeem all or part of the Notes at
the redemption prices set forth in this offering memorandum. In addition, the Issuer may redeem all, but not part, of the
Notes at a price equal to 100% of the principal amount, plus accrued and unpaid interest and additional amounts, if any,
upon the occurrence of certain changes in applicable tax law. If a change of control occurs, each holder of the Notes may
require the Issuer to repurchase all or a portion of its Notes at 101% of the principal amount thereof, plus accrued and
unpaid interest and additional amounts, if any, to but excluding the date of purchase.
The Notes will be senior secured obligations of the Issuer. On the Issue Date, the Notes will be guaranteed (the
"Guarantees") on a senior basis by Verisure Midholding AB (publ) (the "Senior Notes Issuer"), ESML SD Iberia
Holding S.A.U., Securitas Direct España S.A.U., Securitas Direct AB (publ), Securitas Direct Sverige AB, Verisure
Sverige AB, Securitas Direct Portugal, Unipessoal Lda., Verisure Holding AS, Verisure AS, Verisure, Verisure
International AB and Verisure A/S (collectively, the "Guarantors"). Following the Issue Date, the Group intends to accede
Verisure S.a.r.l. or such other subsidiary of the Issuer that the Group may choose, as an additional guarantor under the
Indenture (in either case, the "Additional Guarantor"). The Guarantors also guarantee the obligations under the Existing
Notes (as defined herein). On the Issue Date, the Notes will be secured by first priority security interests in the Closing
Collateral (as defined herein). Within 90 days of the Issue Date, subject to extension under the circumstances described
herein (the "Post-Closing Date"), the Notes will be secured by first priority security interests in the Post-Closing Collateral
(as defined herein, and together with the Closing Collateral, the "Collateral"). The Collateral also secures the obligations
under the Existing Senior Secured Notes and the Senior Facilities Agreement on a first-priority basis. The validity and
enforceability of the Guarantees and the Collateral will be subject to the limitations described in "Insolvency
Considerations and Limitations on Validity and Enforceability of the Guarantees and the Collateral."
Application will be made to list the Notes on the Securities Official List of the Luxembourg Stock Exchange (the
"Exchange"). There can be no assurance that the Notes will be listed on the Securities Official List of the Exchange or that
such listing will be maintained.
See "Risk Factors" beginning on page 31 for a discussion of certain risks that you should consider in
connection with an investment in the Notes.
The Notes and the Guarantees have not been, and will not be, registered under the U.S. Securities Act of 1933, as
amended (the "U.S. Securities Act") or the securities laws of any state or other jurisdiction of the United States, and may
not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S
under the U.S. Securities Act ("Regulation S")) except pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the U.S. Securities Act. The Notes are being offered and sold in the United States only to
qualified institutional buyers ("QIBs") in reliance on Rule 144A under the U.S. Securities Act ("Rule 144A"), and to certain
non-U.S. persons in offshore transactions outside the United States in reliance on Regulation S. Prospective purchasers that
are QIBs are hereby notified that the seller of the Notes may be relying on the exemption from the provisions of Section 5
of the U.S. Securities Act provided by Rule 144A. The Notes and the Guarantees are not transferable except in accordance
with the restrictions described under "Transfer Restrictions."
Offering price for the Notes: 99.5% ("issue price") plus accrued interest, if any, from the Issue Date




The Notes will be issued in the form of one or more global notes in registered form. The Notes will initially be
issued in denominations of 100,000 and integral multiples of 1,000 in excess thereof; provided that the Notes may only
be transferred in amounts of 100,000 and integral multiples of 1,000 in excess thereof. We expect the global notes to be
delivered through Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking, S.A. ("Clearstream") on or about the
Issue Date.
Global Coordinator and Sole Physical Bookrunner
J.P. Morgan
Joint Bookrunners
Deutsche Bank
Goldman Sachs
Morgan Stanley
Nordea
International
The date of this offering memorandum is July 10, 2020.


IMPORTANT INFORMATION
This offering memorandum has been prepared by the Issuer solely for use in connection with the proposed offering
of the Notes.
The Issuer, having made all reasonable enquiries, confirms that, to the best of its knowledge, information and
belief (having taken all reasonable care to ensure that such is the case), this offering memorandum contains all information
that is material in the context of the issuance and offering of the Notes and the Guarantees, that the information contained
in this offering memorandum is true and accurate in all material respects and is not misleading in any material respect and
that there are no other facts the omission of which would make this offering memorandum or any such information
misleading in any material respect. The information contained in this offering memorandum is as of the date hereof.
J.P. Morgan Securities plc, Goldman Sachs International, Morgan Stanley & Co. International plc, Deutsche Bank
AG, London Branch and Nordea Bank Abp (each an "Initial Purchaser" and collectively, the "Initial Purchasers") or any
employee of the Initial Purchasers has authorized the contents or circulation of this offering memorandum and does not
assume any responsibility for, and will not accept any liability for, any loss suffered as a result of, arising out of, or in
connection with this document or any of the information or opinions contained in it.
In making an investment decision, you should rely only on the information contained in this offering
memorandum. None of the Issuer, the Guarantors or any of the Initial Purchasers has authorized anyone to provide you
with information that is different from the information contained herein. If given, any such information should not be relied
upon. None of the Issuer, the Guarantors or any of the Initial Purchasers is making an offer of the Notes in any jurisdiction
where the offering is not permitted. You should not assume that the information contained in this offering memorandum is
accurate as of any date other than the date on the front of this offering memorandum.
Market data and certain industry forecasts and statistics in this offering memorandum have been obtained from
both public and private sources, including market research, publicly available information and industry and consultant
publications. Although the Issuer and the Guarantors accept responsibility for the accurate extraction and summarization
of such information and data, the Issuer and the Guarantors have not in any way independently verified the accuracy of
such information and data and they accept no further responsibility in respect of such information and data. In addition, the
information set out in relation to sections of this offering memorandum describing clearing arrangements, including the
sections entitled "Description of Notes" and "Book-Entry, Delivery and Form," is subject to any change in, or
reinterpretation of the rules, regulations and procedures of Euroclear and Clearstream currently in effect. While the Issuer
accepts responsibility for accurately summarizing the information concerning Euroclear and Clearstream, it accepts no
further responsibility in respect of such information.
The Issuer reserves the right to withdraw the Offering at any time. The Issuer is making the Offering subject to
the terms described in this offering memorandum, the purchase agreement (the "Purchase Agreement") relating to the
Notes to be entered into, inter alios, between the Issuer and the Initial Purchasers. The Issuer and the Initial Purchasers
may reject any offer to purchase the Notes in whole or in part, sell less than the entire principal amount of the Notes offered
hereby or allocate to any purchaser less than all of the Notes for which it has subscribed.
The Initial Purchasers and their respective directors, affiliates, advisors and representatives make no representation
or warranty, express or implied, as to, and assume no responsibility for, the accuracy or completeness of the information
contained in or incorporated by reference into this offering memorandum. Nothing contained in or incorporated by
reference into this offering memorandum is, or shall be relied upon as, a promise or representation by the Initial Purchasers
or their respective directors, affiliates, advisors or representatives as to the past or the future. The Issuer and the Guarantors
have furnished the information contained in or incorporated by reference into this offering memorandum.
In connection with this new issue of Notes, the Initial Purchasers do not act for or provide services, including
providing any advice, in relation to this new issue of Notes to any person other than the Issuer. The Initial Purchasers will
not regard any person other than the Issuer, including actual or prospective holders of the Notes, as their client in relation
to this new issue of Notes. Accordingly, the Initial Purchasers will not be responsible to anyone other than the Issuer for
providing the protections (regulatory or otherwise) afforded to its clients.
The Initial Purchasers will provide you with a copy of this offering memorandum and any related amendments or
supplements. By receiving this offering memorandum, you acknowledge that you have had an opportunity to ask questions
of the Issuer and that you have received all answers you deem necessary to verify the accuracy and completeness of the
information contained in this offering memorandum. You also acknowledge that you have not relied on the Initial
Purchasers or their respective directors, affiliates, advisors or representatives in connection with your investigation of the
accuracy of this information or your decision whether to invest in the Notes. In accordance with normal and accepted
market practice, neither the Trustee, the Security Agent, the Paying Agent (as defined below), the Registrar (as defined
i



below), nor the Transfer Agent (as defined below) is responsible for the contents of this offering memorandum or expresses
any opinion as to the merits of the Notes under this offering memorandum.
In making an investment decision, you must rely solely on the information contained in this offering memorandum
and your own examination of the Issuer and the Guarantors and their respective subsidiaries and the terms of the Offering,
including the merits and risks involved. In addition, none of the Issuer, the Guarantors, their respective directors,
subsidiaries and affiliates, the Initial Purchasers and none of any of their respective directors, affiliates, advisors or
representatives, are making any representation to you regarding the legality of an investment in the Notes, and you should
not construe anything in this offering memorandum as legal, business, financial or tax advice. You should consult your
own advisers as to legal, tax, business, financial and related aspects of an investment in the Notes. You must comply with
all laws applicable in any jurisdiction in which you buy, offer or sell the Notes or possess or distribute this offering
memorandum, and you must obtain all applicable consents and approvals; none of the Issuer, the Guarantors, their
respective subsidiaries and affiliates, the Initial Purchasers or their respective directors, affiliates, advisors or
representatives shall have any responsibility for any of the foregoing legal requirements. The distribution of this offering
memorandum and the Offering and sale of the Notes in certain jurisdictions may be restricted by law. You should refer to
"Plan of Distribution" and "Transfer Restrictions."
The Notes will be available in book-entry form only. We expect that the Notes sold pursuant to this offering
memorandum will be issued in the form of one or more global notes. The global notes will be deposited and registered in
the name of a common depositary for Euroclear and Clearstream. Transfers of interests in the global notes will be effected
through records maintained by Euroclear and Clearstream, respectively, and their respective participants. The Notes will
not be issued in definitive registered form except under the circumstances described in the section "Book-Entry, Delivery
and Form."
Application has been made to list the Notes on the Securities Official List of the Luxembourg Stock Exchange
(the "Exchange"), without admission to trading on one of the securities markets operated by the Exchange or any other
market.
Please refer to the sections in this offering memorandum entitled "Plan of Distribution" and "Transfer
Restrictions" for a description of certain further restrictions on offers and sales of Notes and distribution of this offering
memorandum.
THE NOTES MAY NOT BE OFFERED TO THE PUBLIC WITHIN ANY JURISDICTION. BY
ACCEPTING DELIVERY OF THIS OFFERING MEMORANDUM, YOU AGREE NOT TO OFFER, SELL,
RESELL, TRANSFER OR DELIVER, DIRECTLY OR INDIRECTLY, ANY NOTES TO THE PUBLIC.
Notice to Investors in the United Kingdom and the European Economic Area
This offering memorandum has been prepared on the basis that all offers of the Notes will be made pursuant to an
exemption under the Prospectus Regulation from the requirement to produce a prospectus for offers of the Notes. The
expression "Prospectus Regulation" means Regulation (EU) 2017/1129 (as amended or superseded), and includes any
relevant implementing measure in each member state ("EU Member State") of the European Economic Area (the "EEA")
or the United Kingdom.
Accordingly, any person making or intending to make any offer within the EEA or the United Kingdom of the
Notes should only do so in circumstances in which no obligation arises for us or the Initial Purchasers to produce a
prospectus for such offer. Neither we nor the Initial Purchasers have authorized, nor do authorize, the making of any offer
of Notes through any financial intermediary, other than offers made by the Initial Purchasers, which constitute the final
placement of the Notes contemplated in this offering memorandum.
The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or
otherwise made available to any retail investor in the EEA or the United Kingdom. For these purposes, a "retail investor"
means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU
(as amended, "MiFID II"); (ii) a customer within the meaning of Directive 2016/97/EU (as amended, the "Insurance
Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of
Article 4(1) of MiFID II; or (iii) not a "qualified investor" as defined in the Prospectus Regulation. Consequently no key
information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or
selling the Notes or otherwise making them available to retail investors in the EEA or the United Kingdom has been
prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA
or the United Kingdom may be unlawful under the PRIIPs Regulation.
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For the purposes of this section, the expression an "offer of notes to the public" in relation to any Notes in any EU
Member State or the United Kingdom means the communication in any form and by any means of sufficient information
on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe the Notes,
as the same may be varied in that EU Member State or the United Kingdom by any measure implementing the Prospectus
Regulation in that EU Member State or the United Kingdom.
Professional investors and ECPs (as defined below) only target market: Solely for the purposes of the product
approval process of J.P. Morgan Securities plc of the Notes (the "Manufacturer"), the target market assessment in respect
of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties ("ECPs") and
professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Notes to ECPs and
professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor")
should take into consideration the Manufacturer's target market assessment; however, and without prejudice to our
obligations in accordance with MiFID II, a distributor subject to MiFID II is responsible for undertaking its own target
market assessment in respect of the Notes (by either adopting or refining the Manufacturer's target market assessment) and
determining appropriate distribution channels.
Notice to Swedish Investors
This offering memorandum is not a prospectus and has not been prepared in accordance with the prospectus
requirements provided for in the Prospectus Regulation nor any other Swedish enactment. Neither the Swedish Financial
Supervisory Authority (Finansinspektionen) nor any other Swedish public body has examined, approved or registered this
offering memorandum or will examine, approve or register this offering memorandum. Accordingly, this offering
memorandum may not be made available, nor may the Notes otherwise be marketed and offered for sale, in Sweden other
than in circumstances that constitute an exemption from the requirement to prepare a prospectus under the Prospectus
Regulation.
Notice to Spanish Investors
The Notes may not be sold, offered or distributed in Spain except in accordance with the requirements of the
Royal Legislative Decree 4/2015, of October 23, approving the amended and restated text of the Spanish Securities Market
Law (Real Decreto Legislativo 4/2015, de 23 de octubre, por el que se aprueba el texto refundido de la Ley del Mercado
de Valores), as amended and restated, and Royal Decree 1310/2005, of November 4, 2005 on the listing of securities,
public offers and applicable prospectus (Real Decreto 1310/2005, de 4 de noviembre, por el que se desarrolla parcialmente
la Ley 24/1988, de 28 de julio, del Mercado de Valores en materia de admisión a negociación de valores en mercados
secundarios oficiales, de ofertas públicas de venta o suscripción y del folleto exigible a tales efectos), as amended from
time to time (the "Spanish Securities Market Law"). The Notes may not be sold, offered or distributed to persons in Spain,
except in circumstances which do not constitute a public offer (oferta pública) of securities in Spain, within the meaning
of the Spanish Securities Market Law. Neither the Notes, the Offering nor this offering memorandum and its contents have
been approved or registered with the Spanish Securities and Exchange Commission (Comisión Nacional del Mercado de
Valores), and therefore it is not intended for the public offering or sale of Notes in Spain.
Notice to Portuguese Investors
Neither the Offering, nor the Notes have been approved by the Portuguese Securities and Exchange Commission
(Comissão do Mercado de Valores Mobiliários, the "CMVM") or by any other competent authority of another EU Member
State and notified to the CMVM. The Notes may not, directly or indirectly, be offered or sold in Portugal, and neither can
the offering memorandum, any prospectus, form of application, advertisement or other document or information relating
to the Notes be distributed or published in Portugal and no action has been or will be taken in the future that would permit
a public offering of any of the Notes in Portugal or for this offering memorandum to be distributed or published in Portugal.
Accordingly, no Notes may be offered, sold or distributed, except under circumstances that will not be considered as a
public offering under article 109 of the Portuguese Securities Code (Código dos Valores Mobiliários) approved by
Decree-Law no. 486/99, of 13 November, republished by Law no. 35/2018, of 20 July, which has implemented MiFID II
into Portuguese national law and last amended by Decree-Law no. 144/2019, of 23 September (the "PSC"). As a result, the
Offering, and any material relating to the Offering, is addressed solely to, and may only be accepted by, any persons or
legal entities that are resident in Portugal or that will hold the Notes through a permanent establishment in Portugal (each
a "Portuguese Investor") to the extent that the Portuguese Investors are deemed professional investors (investidores
profissionais) (each a "Portuguese Professional Investor") under paragraphs 1 and 4 of article 30 of the PSC.
Notice to U.K. Investors
This offering memorandum is only being distributed to and is only directed at (i) persons who are outside the
United Kingdom, (ii) persons who have professional experience in matters relating to investments and are investment
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professionals as defined within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (the "Order"), (iii) high net worth bodies corporate and any other person falling within Article 49(2)(a) to (d) of the
Order, or (iv) persons to whom an invitation or inducement to engage in investment activity (within the meaning of
Section 21 of the Financial Services and Markets Act 2000 (as amended), or "FSMA"), and any other persons to whom it
may otherwise lawfully be made in accordance with the Order or Section 21 of the FSMA (all such persons together being
referred to as "relevant persons").
Notice to Swiss Investors
This offering memorandum, as well as any other material relating to the Notes which are the subject of the Offering
contemplated by this offering memorandum, do not constitute an issue prospectus pursuant to article 652a and/or
article 1156 of the Swiss Code of Obligations and may not comply with the Directive for Notes of Foreign Borrowers of
the Swiss Bankers Association. The Notes will not be listed on the SIX Swiss Exchange ("SIX" or "SIX Swiss Exchange"),
and, therefore, the documents relating to the Notes, including, but not limited to, this offering memorandum, do not claim
to comply with the disclosure standards of the Swiss Code of Obligations and the listing rules of SIX Swiss Exchange and
corresponding prospectus schemes annexed to the listing rules of the SIX Swiss Exchange. The Notes are being offered in
Switzerland by way of a private placement (i.e. to a limited number of selected investors only), without any public
advertisement and only to investors who do not purchase the Notes with the intention to distribute them to the public. The
investors will be individually approached directly from time to time. This offering memorandum, as well as any other
material relating to the Notes, is personal and confidential and does not constitute an offer to any other person. This offering
memorandum, as well as any other material relating to the Notes, may only be used by those investors to whom it has been
handed out in connection with the Offering described herein and may neither directly nor indirectly be distributed or made
available to other persons without the Issuer's express consent. This offering memorandum, as well as any other material
relating to the Notes, may not be used in connection with any other offer and shall in particular not be copied and/or
distributed to the public in (or from) Switzerland.
Notice to Norwegian Investors
This offering memorandum is not a prospectus and has not been prepared in accordance with the prospectus
requirements provided for in the Norwegian Securities Trading Act of 2007 nor any other Norwegian enactment. Neither
the Norwegian Financial Supervisory Authority (Finanstilsynet) nor any other Norwegian public body has examined,
approved or registered this offering memorandum or will examine, approve or register this offering memorandum.
Accordingly, this offering memorandum may not be made available, nor may the Notes otherwise be marketed and offered
for sale, in Norway other than in circumstances that constitute an exemption from the requirement to prepare a prospectus
under the Norwegian Securities Trading Act of 2007.
Notice to French Investors
This offering memorandum has not been prepared and is not being distributed in the context of an offer to the
public of financial securities in France within the meaning of Article L.411-1 of the French Code monétaire et financier
and Title 1 of Book II of the Règlement Général de l'Autorité des Marchés Financiers, and has not been approved by,
registered or filed with the Autorité des marchés financiers (the "AMF"), nor any competent authority of another Member
State of the EEA or the United Kingdom that would have notified its approval to the AMF under the Prospectus Regulation
as implemented in France and in any Relevant Member State. Therefore, the Notes may not be, directly or indirectly,
offered or caused to be offered or sold to the public in France (offre au public de titres financiers) and this offering
memorandum and any other offering or marketing material or information relating to the Notes has not been and will not
be released, issued or distributed or caused to be released, issued or distributed to the public in France or used in connection
with any offer for subscription or sales of the Notes to the public in France in any way that would constitute, directly or
indirectly, an offer to the public in France. Offers, sales and distributions have only been and shall only be made in France
to qualified investors (investisseurs qualifiés) acting solely for their own account (agissant pour compte propre) and/or to
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), all as defined in and in accordance with
Articles L.411-1, L.411-2, D.411-1, D.411-4, D.744-1, D.754-1 and D.764-1 of the French Code monétaire et financier.
Prospective investors are informed that (a) this offering memorandum has not been and will not be submitted for clearance
to the AMF, (b) in compliance with Articles L.411-2, D.411-1, D.411-4, D.744-1, D.754-1 and D.764-1 of the French Code
monétaire et financier, any qualified investors subscribing for the Notes should be acting for their own account (agissant
pour compte propre) and (c) the direct and indirect distribution or sale to the public of the Notes acquired by them may
only be made in compliance with Articles L.411-1, L.411-2, L.412-1 and L.621-8 through L. 621-8-3 of the French Code
monétaire et financier.
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Notice to Danish Investors
This offering memorandum is not a prospectus and has not been filed with or approved by the Danish Financial
Supervisory Authority (Finanstilsynet) or any other regulatory authority in Denmark. The Notes have not been offered or
sold and may not be offered, sold, or delivered directly or indirectly in Denmark, unless in compliance with, as applicable,
the Danish Capital Markets Act (Consolidated Act No. 459 of 24 April 2019 as amended and supplemented from time to
time (lov om kapitalmarkeder)) and the executive orders (bekendtgørelser) issued thereunder, including Executive Order
No. 1170 of 25 September 2018, as amended from time to time or supplemented and in compliance with the Prospectus
Regulation (Regulation 2017/1129/EU) and in compliance with Executive Order No. 1580 of 17 December 2018 on
Investor Protection in connection with Securities Trading, as amended from time to time, issued pursuant to the Danish
Financial Business Act (lov om finansiel virksomhed).
Notice Regarding U.S. Securities Laws
THE NOTES OFFERED PURSUANT TO THIS OFFERING MEMORANDUM HAVE NOT BEEN AND
WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT, AND ARE BEING OFFERED AND SOLD
ONLY TO: (1) QUALIFIED INSTITUTIONAL BUYERS ("QIBs") WITHIN THE MEANING OF RULE 144A UNDER
THE U.S. SECURITIES ACT OR (2) NON-U.S. PERSONS OUTSIDE THE UNITED STATES IN "OFFSHORE
TRANSACTIONS" AS DEFINED IN, AND IN ACCORDANCE WITH, REGULATION S. THE TERM "U.S.
PERSON" HAS THE MEANING GIVEN TO IT IN REGULATION S.
ANY PERSON WHO PURCHASES OR ACQUIRES THE NOTES WILL BE DEEMED TO HAVE
REPRESENTED, WARRANTED AND AGREED, BY ACCEPTING DELIVERY OF THIS OFFERING
MEMORANDUM OR DELIVERY OF THE NOTES, THAT IT IS (A) A QIB, OR (B) A PERSON WHO IS NOT A
U.S. PERSON AND PURCHASING OR ACQUIRING THE NOTES OUTSIDE THE UNITED STATES IN
COMPLIANCE WITH RULE 903 OF REGULATION S IN AN "OFFSHORE TRANSACTION" AS DEFINED IN
REGULATION S.
IN ADDITION, UNTIL 40 DAYS AFTER THE LATTER OF THE ISSUE DATE AND THE DATE ON WHICH
THE NOTES WERE FIRST OFFERED TO PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED IN
REGULATION S), AN OFFER OR SALE OF THE NOTES WITHIN THE UNITED STATES BY A BROKER/DEALER
(WHETHER OR NOT PARTICIPATING IN THE OFFERING OF THE NOTES) MAY VIOLATE THE
REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT IF SUCH OFFER OR SALE IS MADE
OTHERWISE THAN IN ACCORDANCE WITH AN APPLICABLE EXEMPTION FROM REGISTRATION UNDER
THE U.S. SECURITIES ACT.
Stabilization
IN CONNECTION WITH THIS OFFERING, J.P. MORGAN SECURITIES PLC (THE "STABILIZING
MANAGER", OR PERSONS ACTING ON BEHALF OF THE STABILIZING MANAGER), MAY
OVER-ALLOT THE NOTES DURING THE STABILIZATION PERIOD OR EFFECT TRANSACTIONS WITH
A VIEW TO SUPPORTING THE MARKET PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT
WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, STABILIZATION ACTION MAY NOT
NECESSARILY OCCUR. ANY STABILIZATION ACTION MAY BEGIN ON OR AFTER THE DATE ON
WHICH ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE OFFER OF THE NOTES IS MADE
AND, IF BEGUN, MAY BE ENDED AT ANY TIME, BUT MUST END NO LATER THAN 30 CALENDAR DAYS
AFTER THE DATE ON WHICH THE ISSUER RECEIVED THE PROCEEDS OF THE ISSUE, OR NO LATER
THAN 60 CALENDAR DAYS AFTER THE DATE OF ALLOTMENT OF THE NOTES, WHICHEVER IS
EARLIER. ANY STABILIZATION ACTION OR OVER-ALLOTMENT MUST BE CONDUCTED BY THE
STABILIZING MANAGER (OR PERSONS ACTING ON BEHALF OF THE STABILIZING MANAGER) IN
ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES.
v



FORWARD-LOOKING STATEMENTS
This offering memorandum contains forward-looking statements, including statements about market trends and
our strategy, investments, future operations, industry forecasts, domestic, regional and global economic conditions and
supply and demand levels, competition in our geographies, regulatory framework and levels of leverage and indebtedness.
Forward-looking statements provide our current expectations, intentions or forecasts of future events. Forward-looking
statements include statements about expectations, beliefs, plans, objectives, intentions, assumptions and other statements
that are not statements of historical fact. Words or phrases such as "anticipate," "believe," "continue," "ongoing,"
"estimate," "expect," "intend," "may," "plan," "potential," "predict," "project," "target," "seek" or similar words or
phrases, or the negatives of those words or phrases, may identify forward-looking statements, but the absence of these
words does not necessarily mean that a statement is not forward-looking.
Forward-looking statements are subject to known and unknown risks and uncertainties and are based on
potentially inaccurate assumptions that could cause actual results to differ materially from those expected or implied by
the forward-looking statements. Our actual results could differ materially from those anticipated in our forward-looking
statements for many reasons, including the factors described in the section entitled "Risk Factors" in this offering
memorandum. In addition, even if our actual results are consistent with the forward-looking statements contained in or
incorporated by reference into this offering memorandum, those results or developments may not be indicative of results
or developments in subsequent periods. For example, factors that could cause our actual results to vary from projected
future results include, but are not limited to:
· our ability to compete effectively in our industry;
· rapid changes in technology and our ability to successfully manage and address customer expectations;
· adverse changes in general economic conditions;
· our ability to retain our existing customers and to acquire new subscribers on a cost effective basis;
· our exposure in Iberia (Spain and Portugal);
· our ability to compete effectively with bundled products and services that may be offered by certain of our
potential competitors;
· privacy concerns and potential security breaches;
· compliance with regulations regarding the use of personal customer data;
· costs associated with potential competition with our former parent or disputes over our primary brand name;
· costs associated with our continued investment in building our brands;
· difficulties we may face in increasing our subscriber base or our subscription fees or up-selling new products
to our current subscribers;
· increasing operating costs and inflation risks and inability to realize efficiencies and cost savings associated
with implementation of our FOG program;
· increased labor costs in the jurisdictions in which we operate;
· prolonged disruption of our monitoring centers;
· disruption as a result of COVID-19;
· product defects or shortfalls in our customer service;
· possible liability associated with our ability to respond adequately to alarm activations;
· costs of complying with current or future regulatory requirements;
· false alarm ordinances introduced by local governments;
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· disruptions in our supply chain;
· costs arising from our warranty obligations;
· insufficient insurance coverage;
· costs arising from unauthorized use of, or disputes involving, our proprietary technology;
· our ability to effectively manage our growth into new geographies;
· our exposure to risks associated with foreign currency fluctuations;
· impairment losses resulting from potential declines in the fair value of our assets;
· costs arising from legal and arbitration proceedings;
· our dependence on our experienced senior management team, who would be difficult to replace;
· market perceptions regarding the instability of the euro and the possible introduction of individual currencies
within the Eurozone;
· risks associated with our ultimate principal shareholder's interests being inconsistent with our own;
· our significant leverage, which may make it difficult for us to service our debt and operate our business; and
· risks associated with our structure and the terms of the Notes and other indebtedness.
These risks and others described under "Risk Factors" are not exhaustive. Other sections of this offering
memorandum describe additional factors that could adversely affect our results of operations, financial condition, liquidity
and the development of the industry or the regulatory regimes under which we operate. New risks can emerge from time
to time, and it is not possible for us to predict all such risks, nor can we assess the impact of all such risks on our business
or the extent to which any risks, or combination of risks and other factors, may cause actual results to differ materially
from those contained in any forward looking statements. Given these risks and uncertainties, you should not rely on forward
looking statements as a prediction of actual results.
Any forward looking statements are only made as of the date of this offering memorandum, and we do not intend,
and do not assume any obligation, to update forward looking statements set forth in or incorporated by reference into this
offering memorandum. You should interpret all subsequent written or oral forward looking statements attributable to us or
to persons acting on our behalf as being qualified by the cautionary statements in this offering memorandum. As a result,
you should not place undue reliance on these forward looking statements.
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PRESENTATION OF FINANCIAL AND OTHER INFORMATION
Financial Statements and Other Financial Information
This offering memorandum includes the audited consolidated financial statements of the Senior Notes Issuer as
of and for the years ended December 31, 2019, 2018 and 2017 prepared in accordance with International Financial
Reporting Standards as adopted by the European Union ("IFRS"), which have been audited by PricewaterhouseCoopers
AB. The unaudited condensed consolidated interim financial statements of the Senior Notes Issuer as of and for the three
months ended March 31, 2020 are incorporated by reference into this offering memorandum. The unaudited condensed
consolidated interim financial statements have been prepared in accordance with International Accounting Standards 34,
Interim Financial Reporting ("IAS 34") but have not been audited by our independent accountants.
Comparability of Financial Statements
The audited consolidated financial statements of the Senior Notes Issuer as of and for the year ended December 31,
2017 are not directly comparable with the audited consolidated financial statements of the Senior Notes Issuer as of and
for the years ended December 31, 2018 and 2019. This is due primarily to: (i) the adoption of IFRS 15; (ii) certain changes
in accounting policy to reclassify certain revenue as other income; (iii) the introduction of Adjacencies as a new reporting
segment, each of which took effect as of January 1, 2018; and (iv) the implementation of IFRS 9. IFRS 9 took effect as of
January 1, 2018. The Senior Notes Issuer has chosen to adopt the standard using the modified retrospective approach,
which means that the cumulative impact of the adoption of 99.2 million has been recognized in retained earnings as of
January 1, 2018 and that comparatives have not been restated.
The audited consolidated financial statements of the Senior Notes Issuer as of and for the years ended
December 31, 2017 and 2018 are not directly comparable with the audited consolidated financial statements of the Senior
Notes Issuer as of and for the year ended December 31, 2019. This is due primarily to the implementation of IFRS 16,
which took effect as of January 1, 2019. The Senior Notes Issuer has chosen to adopt the standard using the modified
retrospective approach, which means that comparatives have not been restated.
In order to improve comparability and provide a more meaningful basis for commenting on our historical results,
this offering memorandum includes certain unaudited financial information of the Senior Notes Issuer as of and for the
year ended December 31, 2017 that give effect to (i) certain changes in accounting policy to reclassify certain revenue as
other income, (ii) the introduction of Adjacencies as a new reporting segment and (iii) certain changes in accounting policy
related to IFRS 15 for the year ended December 31, 2017, as if such changes were applied on January 1, 2017.
The factors affecting comparability and adjustments are further described below.
Implementation of IFRS 15
We have adopted IFRS 15 (Revenue from Contracts with Customers), effective January 1, 2018. The Senior Notes
Issuer's audited consolidated financial statements as of and for the years ended December 31, 2018 and 2019 reflect the
implementation of IFRS 15. Comparative figures as of and for the year ended December 31, 2017 included in the Senior
Notes Issuer's audited consolidated financial statements have been restated in order to give effect to the adoption of
IFRS 15 as if it had occurred on January 1, 2017. The historical consolidated financial information of the Senior Notes
Issuer as of and for the year ended December 31, 2017 has not been restated in order to give effect to the adoption of
IFRS 15. The non-restatement reflecting IFRS 15 for this period may affect the comparability of results on a
period-to-period basis for the historical results of operations included in this offering memorandum and future periods with
historical results of operations. The adjustments for the impact of IFRS 15 as of and for the year ended December 31, 2017
included in the Senior Notes Issuer's audited consolidated financial statements as of and for the year ended December 31,
2018 have not been audited. This unaudited, adjusted financial information has been included for informational purposes
in order to make the financial periods more directly comparable but is not intended to represent or be indicative of the
financial condition and results of operation that we would have reported had the changes in accounting policies been
implemented as of and for the dates presented. The IFRS 15-related revenue recognition adjustment was reported as a SDI
during the financial year ended December 31, 2018. Effective January 1, 2019, the Group has decided to account for this
under its Customer Acquisition segment rather than under SDI. The corresponding adjustment has also affected our
Adjusted EBITDA from Customer Acquisition. For more information on the impact of IFRS 15 on our financial
information, see Note 29 to the audited consolidated financial statements of the Senior Notes Issuer as of and for the year
ended December 31, 2018, in each case included elsewhere in this offering memorandum.
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