Obligation Douglass GmbH 8.75% ( XS1251078694 ) en EUR

Douglass GmbH

100 % ⇌

Allemagne

XS1251078694 ( en EUR )

8.75% par an ( paiement semestriel )

14/07/2023 - Obligation échue

Prospectus brochure de l'obligation Douglas GmbH XS1251078694 en EUR 8.75%, échue

100 000 EUR

335 000 000 EUR

Douglas GmbH est une entreprise allemande de vente au détail de cosmétiques et de parfums, opérant principalement en Europe, avec une présence en ligne et un vaste réseau de magasins physiques.

L'Obligation émise par Douglass GmbH ( Allemagne ) , en EUR, avec le code ISIN XS1251078694, paye un coupon de 8.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/07/2023

LISTING PARTICULARS
NOT FOR GENERAL DISTRIBUTION
IN THE UNITED STATES
Kirk Beauty Zero GmbH
Kirk Beauty One GmbH
to acquire
Beauty Holding Zero GmbH
300,000,000 6.25% Senior Secured Notes due 2022
335,000,000 8.75% Senior Notes due 2023
Kirk Beauty Zero GmbH (the "Senior Secured Notes Issuer") is offering 300,000,000 aggregate principal amount of its 6.25% Senior Secured Notes
due 2022 (the "Senior Secured Notes"), and its parent Kirk Beauty One GmbH (the "Senior Notes Issuer", together with the Senior Secured Notes Issuer, the
"Issuers") is offering 335,000,000 aggregate principal amount of its 8.75% Senior Notes due 2023 (the "Senior Notes", together with the Senior Secured Notes, the
"Notes"), as part of the financing for the proposed acquisition (the "Acquisition") of Beauty Holding Zero GmbH ("Douglas" or the "Target") by the Senior Secured
Notes Issuer.
We will pay interest on the Notes semi-annually on each January 15 and July 15, commencing on January 15, 2016. All or a portion of the Notes may
be redeemed prior to July 15, 2018 at redemption prices equal to 100% of the principal amount of the relevant Notes redeemed plus accrued and unpaid interest to
the redemption date and additional amounts, if any, plus the applicable "make-whole" premium, as described in these Listing Particulars. The Notes may be
redeemed at any time on or after July 15, 2018, at the redemption prices set forth in these Listing Particulars. At any time prior to July 15, 2018, up to 40% of the
aggregate principal amount of the Senior Secured Notes may be redeemed at a redemption price equal to 106.250% and at any time prior to July 15, 2018, up to
40% of the aggregate principal amount of the Senior Notes may be redeemed at a redemption price equal to 108.750% provided in each case that at least 60% of the
original aggregate principal amount of the applicable Notes remains outstanding after the redemption, in each case, with the net proceeds of one or more specified
equity offerings. All of the Notes may also be redeemed upon the occurrence of certain developments affecting taxation. If certain events defined as constituting a
change of control occur, the Issuer may be required to make an offer to purchase the Notes.
Pending the consummation of the Acquisition, the Initial Purchasers will deposit the gross proceeds from the offerings of the Notes into segregated
escrow accounts, in each case, for the benefit of the holders of the relevant Notes. The release of escrow proceeds will be subject to the satisfaction of certain
conditions, including the closing of the Acquisition. The consummation of the Acquisition is subject to certain conditions, including regulatory approval. For so long
as the proceeds from the offering of the Notes are held in the escrow accounts described above, the Senior Secured Notes will be secured by (i) a first-priority pledge
over the escrow account to which the gross proceeds of the offering of the Senior Secured Notes will be deposited on the Issue Date and the rights of the Senior
Secured Notes Issuer under the relevant Shortfall Agreement (as defined below); (ii) a first-priority pledge over all issued capital stock and any bank accounts of the
Senior Secured Notes Issuer; (iii) a first-priority pledge over intercompany loan receivables owed by the Senior Secured Notes Issuer to the Senior Notes Issuer; (iv) a
first-priority pledge over receivables of the Senior Secured Notes Issuer under certain hedging agreements (if any); and (v) a first-priority assignment of the rights of
the Senior Secured Notes Issuer under the Acquisition Documents. The Senior Notes will be secured by (a) a first-priority pledge over the escrow account to which
the gross proceeds of the offering of the Senior Notes will be deposited on the Issue Date and the rights of the Senior Notes Issuer under the relevant Shortfall
Agreement; (b) a first-priority pledge over all issued capital stock of the Senior Notes Issuer and intercompany loan receivables owed by the Senior Notes Issuer to
TopCo; and (c) a second-priority pledge over all issued capital stock of the Senior Secured Notes Issuer and intercompany loan receivables owed by the Senior
Secured Notes Issuer to the Senior Notes Issuer. If the Acquisition is not consummated on or prior to November 26, 2015, the Notes will be subject to a special
mandatory redemption. The special mandatory redemption price will be a price equal to 100% of the aggregate issue price of the respective series of Notes plus
accrued and unpaid interest from the relevant issue date of the Notes to the date of special mandatory redemption. See "Description of the Senior Secured
Notes--Escrow of Proceeds; Special Mandatory Redemption" and "Description of the Senior Notes--Escrow of Proceeds; Special Mandatory Redemption."
The Senior Secured Notes will be senior obligations of the Senior Secured Notes Issuer and as of the Issue Date will be guaranteed on a senior basis by
the Senior Notes Issuer. After release of the proceeds of each series of Notes from escrow (the date of such release, the "Completion Date") and subject to any grace
periods in respect of the Senior Secured Credit Facilities, the Senior Secured Notes will also be guaranteed on a senior basis by the Target and certain of the Target's
subsidiaries that will also guarantee the Senior Secured Credit Facilities, other than subsidiaries of the Target incorporated in France, which will only guarantee the
Senior Secured Credit Facilities. The Senior Notes will be senior obligations of the Senior Notes Issuer and as of the Issue Date will be guaranteed on a senior
subordinated basis by the Senior Secured Notes Issuer. After the Completion Date and subject to any grace periods in respect of the Senior Secured Credit Facilities,
the Senior Notes will also be guaranteed on a senior subordinated basis by the Target and certain of the Target's subsidiaries that will also guarantee the Senior
Secured Notes.
On the Completion Date, the Senior Secured Notes will be secured by a first-priority pledge over all issued capital stock of the Target and
intercompany loan receivables owed by a member of the Target group to the Senior Secured Notes Issuer acquired under the Acquisition Agreement. After the
Completion Date and subject to any grace periods in respect of the Senior Secured Credit Facilities, the Senior Secured Notes will be secured by a first-priority
security interest in additional collateral granted by the Target and certain of the Target's subsidiaries that will also secure the Senior Secured Credit Facilities, other
than security provided by subsidiaries of the Target incorporated in France, which will only secure the Senior Secured Credit Facilities.
This document constitutes the listing particulars in respect of the admission of the Notes to the Official List and to trading on the Global Exchange
Market of the Irish Stock Exchange (the "Global Exchange Market") and has been approved by the Irish Stock Exchange. The Global Exchange Market is not a
regulated market for the purposes of Directive 2004/39/EC. Admission of the Notes to the Official List and trading on the Global Exchange Market is not an
indication of the merits of the Issuers, the Guarantors, the Notes or the Guarantees. There can be no assurance that a trading market in the Notes will develop or be
maintained. Deutsche Bank Luxembourg S.A. is acting solely in its capacity as listing agent for the Issuers in relation to the Notes and is not itself seeking admission
of the Notes to the Official List of the Irish Stock Exchange or to trading on the Global Exchange Market of the Irish Stock Exchange.
Investing in the Notes involves a high degree of risk. See "Risk Factors" beginning on page 32.
The Notes and the Note Guarantees have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities
Act"). The Notes may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons, except to qualified institutional buyers
in reliance on the exemption from registration provided by Rule 144A under the Securities Act ("Rule 144A") and to certain non-U.S. persons in offshore
transactions in reliance on Regulation S under the Securities Act. You are hereby notified that sellers of the Notes may be relying on the exemption from the
provisions of Section 5 of the Securities Act provided by Rule 144A. See "Notice to Investors" for additional information about eligible offerees and transfer
restrictions.

Senior Secured Notes Price: 100% plus accrued interest, if any, from the issue date.
Senior Notes Price: 100% plus accrued interest, if any, from the issue date.
Joint Bookrunners
Deutsche Bank
Goldman Sachs International
J.P. Morgan
UniCredit Bank
Co-Managers
BayernLB
CM-CIC
Commerzbank
Landesbank Baden-Württemberg
The date of these Listing Particulars is July 24, 2015.

TABLE OF CONTENTS
Page
Disclosure Regarding Forward-looking Statements
vii
Certain Definitions
x
Industry and Market Information
xiv
Presentation of Financial Information
xv
Currency Presentation and Exchange Rate Information
xvii
Summary
1
Risk Factors
32
The Transactions
72
Use of Proceeds
74
Capitalization
75
Unaudited Pro Forma Financial Information
76
Selected Consolidated and Combined Financial Information
80
Management's Discussion and Analysis of Financial Condition and Results of
Operations
93
Market and Competitive Environment
151
Business
172
Material Acquisitions and Divestitures
204
Management
208
Certain Relationships and Related Party Transactions
210
Principal Shareholders
212
Description of Certain Financing
Arrangements
213
Description of the Senior Secured Notes
246
Description of the Senior Notes
329
Book-Entry, Delivery and Form
410
Certain Tax Consequences
414
Certain Insolvency Law Considerations and Limitations on the Validity and Enforceability of the Note Guarantees and Security Interests
421
Notice to Investors
436
Plan of Distribution
440
Service of Process and Enforcement of Civil Liabilities
443
Legal Matters
445
Independent Auditors
445
Where you can Find Other Information
446
Listing and General Information
447
Index to Financial Statements
F-1

We are providing these Listing Particulars (the "offering memorandum") only to prospective purchasers of the
Notes.
You are responsible for making your own examination of us and our business and your own assessment of the
merits and risks of investing in the Notes. You may contact us if you need any additional information. By purchasing the
Notes, you will be deemed to have acknowledged that:
·
you have reviewed this offering memorandum;
·
you have had an opportunity to request any additional information that you need from us; and
·
the Initial Purchasers are not responsible for, and are not making any representation to you concerning,
our future performance or the accuracy or completeness of this offering memorandum.
We are not providing you with any legal, business, tax or other advice in this offering memorandum. You
should consult with your own advisors as needed to assist you in making your investment decision and to advise you
whether you are legally permitted to purchase the Notes.
This offering memorandum does not constitute an offer to sell or an invitation to subscribe for or purchase any
of the Notes in any jurisdiction in which such offer or invitation is not authorized or to any person to whom it is
unlawful to make such an offer or invitation. You must comply with all laws that apply to you in any place in which you
buy, offer or sell any Notes or possess this offering memorandum. You must also obtain any consents or approvals that
you need in order to purchase any Notes. We and the Initial Purchasers are not responsible for your compliance with
these legal requirements.
We are offering the Notes in reliance on exemptions from the registration requirements of the Securities Act.
These exemptions apply to offers and sales of securities that do not involve a public offering. The Notes have not been
recommended by any U.S. federal, state or any non-U.S. securities authorities, nor have any such authorities determined
that this offering memorandum is accurate or complete. Any representation to the contrary is a criminal offense in the
United States.
The Notes are subject to restrictions on resale and transfer as described under "Notice to Investors" and "Plan
of Distribution." By purchasing any Notes, you will be deemed to have made certain acknowledgments, representations
and agreements as described in those sections of this offering memorandum. You may be required to bear the financial
risks of investing in the Notes for an indefinite period of time.
We accept responsibility for the information contained in this offering memorandum. We, and not the Initial
Purchasers, have ultimate authority over the statements contained in this offering memorandum, including the content of
those statements and whether and how to communicate them. To the best of our knowledge and belief (which we have
taken all reasonable care to ensure is the case), the information contained in this offering memorandum is in accordance
with the facts and does not omit anything likely to affect the import of such information.
To the fullest extent permitted by law, the Initial Purchasers do not accept any responsibility for the contents
of this offering memorandum or for any other statement made or purported to be made by the Issuers in connection with
the issue and offering of the Notes. The Initial Purchasers accordingly disclaim all and any liability whether arising in
tort or contract or otherwise which it might otherwise have in respect of this offering memorandum or any such
statement. The Initial Purchasers do not undertake to review the financial condition or affairs of either Issuer or any
Guarantor during the life of the Notes or to advise any investor or potential investor in the Notes of any information
coming to the attention of any Initial Purchaser.
We 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 information contained under the captions "Currency Presentation" and "Exchange Rate Information"
includes extracts from information and data publicly released by official and other sources. While we accept
responsibility for accurately summarizing the information concerning exchange rate information, we accept no further
responsibility in respect of such information. The information set out in relation to sections of this offering memorandum
describing clearing and settlement arrangements, including the section entitled "Book-Entry, Delivery and Form" is
subject to change in or reinterpretation of the rules, regulations and procedures of Euroclear or Clearstream currently in
i

effect. While we accept responsibility for accurately summarizing the information concerning Euroclear and Clearstream,
we accept no further responsibility in respect of such information.
We expect that delivery of the Notes will be made against payment on the Notes on or about July 10, 2015,
which will be nine business days (as such term is used for purposes of Rule 15c6-1 of the U.S. Exchange Act of 1934, as
amended, (the "U.S. Exchange Act")) following the date of pricing of the Notes (this settlement cycle is being referred to
as "T + 9"). Under Rule 15c6-1 of the U.S. Exchange Act, trades in the secondary market generally are required to settle
in three business days unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish
to trade the Notes on the date of this offering memorandum or the following five business days will be required to
specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the
Notes who wish to make such trades should consult their own advisors.
STABILIZATION
IN CONNECTION WITH THIS OFFERING, DEUTSCHE BANK AG, LONDON BRANCH (THE
"STABILIZING MANAGER") (OR PERSONS ACTING ON BEHALF OF THE STABILIZING MANAGER)
MAY OVER-ALLOT NOTES 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, THERE IS NO ASSURANCE THAT THE STABILIZING MANAGER (OR PERSONS
ACTING ON BEHALF OF A STABILIZING MANAGER) WILL UNDERTAKE STABILIZATION ACTION.
ANY STABILIZATION ACTION MAY BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE PUBLIC
DISCLOSURE OF THE FINAL TERMS OF THE OFFER OF THE NOTES IS MADE AND, IF BEGUN, MAY
BE ENDED AT ANY TIME, BUT IT MUST END NO LATER THAN THE EARLIER OF 30 DAYS AFTER
THE ISSUE DATE OF THE NOTES AND 60 DAYS AFTER THE DATE OF THE ALLOTMENT OF THE
NOTES.
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN
APPLICATION FOR A LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE
NEW HAMPSHIRE UNIFORM SECURITIES ACT WITH THE STATE OF NEW
HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR
A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A
FINDING BY THE SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANY
DOCUMENT FILED UNDER CHAPTER 421-B IS TRUE, COMPLETE AND NOT
MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR
EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT
THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR
QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON,
SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE,
TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT, ANY
REPRESENTATION INCONSISTENT WITH THE PROVISION OF THIS PARAGRAPH.
Notice to U.S. Investors
The Notes will be sold outside the United States to non-U.S. persons pursuant to Regulation S of the
Securities Act and within the United States to QIBs pursuant to Rule 144A. The Notes and the Note Guarantees have
not been and will not be registered under the Securities Act and the Notes may not be offered or sold within the United
States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from, or in a transaction not
subject to, registration requirements of the Securities Act. The Notes shall not be offered, sold or delivered (i) as part of
an Initial Purchaser's distribution at any time or (ii) otherwise until 40 days after the later of the commencement of the
offering and the latest closing date, within the United States or to, or for the account or benefit of, U.S. persons, except
pursuant to Rule 144A and each dealer to which Notes have been sold during the distribution compliance period will be
sent a confirmation or other notice setting forth the restrictions on offers and sales of the Notes within the United States
or to, or for the account or benefit of, U.S. persons. Terms used in this paragraph have the meanings given to them by
Regulation S. See "Notice to Investors."
ii

Notice to Investors in the United Kingdom
This offering memorandum is for distribution only to, and is only directed at, persons who (i) have
professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended, (the "Financial Promotion Order"), (ii) are persons
falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Financial
Promotion Order or (iii) are 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) in connection with the issue or sale of any Notes
may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons"). This
offering memorandum is directed only at relevant persons and must not be acted on or relied on by persons who are not
relevant persons. Any investment or investment activity to which this document relates is available only to relevant
persons and will be engaged in only with relevant persons. The Notes are being offered solely to "qualified investors" as
defined in the Prospectus Directive and accordingly the offer of Notes is not subject to the obligation to publish a
prospectus within the meaning of the Prospectus Directive.
Notice to Investors in the European Economic Area
This offering memorandum has been prepared on the basis that all offers of Notes will be made pursuant to an
exemption under the Prospectus Directive, as amended, as implemented in member states of the European Economic
Area ("EEA"), from the requirement to produce a prospectus for offers of the Notes. Accordingly, any person making or
intending to make any offer within the EEA of the Notes which are subject of the offering contemplated in this offering
memorandum must only do so in circumstances in which no obligation arises for the Issuers, the Guarantors or any of
the Initial Purchasers to produce a prospectus for such offer. Neither the Issuers nor the Guarantors nor any Initial
Purchaser has authorized, nor do they authorize, the making of any offer of the 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 expression "Prospectus Directive" means Directive 2003/71/EC of the
European Parliament and of the Council of 4 November 2003 (as amended, including by Directive 2010/73/EU), and
includes any relevant implementing measure in the Relevant Member State (as defined below).
In relation to each Member State of the EEA which has implemented the Prospectus Directive (each, a
"Relevant Member State"), with effect from and including the date on which the Prospectus Directive is implemented in
that Relevant Member State (the "Relevant Implementation Date"), no offer has been made and no offer will be made of
the Notes to the public in that Relevant Member State prior to the publication of a prospectus in relation to the Notes
that has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in
another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance
with the Prospectus Directive, except that, with effect from and including the Relevant Implementation Date, an offer of
the Notes may be made to the public in that Relevant Member State at any time to:
(a)
"qualified investors" as defined in the Prospectus Directive;
(b)
fewer than 150, natural or legal persons (other than qualified investors as defined in the
Prospectus Directive) in any Relevant Member State subject to obtaining the prior consent of the
Issuers; or
(c)
in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no
such offer of Notes shall result in a requirement for the publication by the Issuers or any Initial
Purchaser of a prospectus pursuant to Article 3 of the Prospectus Directive.
For the purposes of this provision, the expression "offer of Notes to the public" in relation to any Notes in any
Relevant Member State 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 for the Notes, as
such expression may be varied in the Relevant Member State by any measure implementing the Prospectus Directive in
that Relevant Member State.
Each subscriber for or purchaser of the Notes in the offering located within a Relevant Member State will be
deemed to have represented, acknowledged and agreed that it is a "qualified investor" within the meaning of
Article 2(1)(e) of the Prospectus Directive. The Issuers, the Guarantors, our legal advisors and others will rely upon the
truth and accuracy of the foregoing representation, acknowledgement and agreement. Notwithstanding the above, a
person who is not a qualified investor and who has notified the Initial Purchasers of such fact in writing may, with the
consent of the Initial Purchasers, be permitted to subscribe for or purchase the Notes in the offering.
iii

Germany
In the Federal Republic of Germany, the Notes may only be offered and sold in accordance with the provisions
of the Securities Prospectus Act of the Federal Republic of Germany (the "Securities Prospectus Act,"
Wertpapierprospektgesetz, WpPG) and any other applicable German law. No application has been made under German
law to offer the Notes to the public in or out of the Federal Republic of Germany. The Notes are not registered or
authorized for distribution under the Securities Prospectus Act and accordingly may not be, and are not being, offered or
advertised publicly or by public promotion. This offering memorandum is strictly for private use and the offer is only
being made to recipients to whom the offering memorandum is personally addressed and does not constitute an offer or
advertisement to the public. In Germany, the Notes will only be available to, and this offering memorandum and any
other offering material in relation to the Notes is directed only at, persons who are qualified investors (qualifizierte
Anleger) within the meaning of Section 2 No. 6 of the Securities Prospectus Act or who are subject of another exemption
in accordance with Section 3 para. 2 of the Securities Prospectus Act. Any resale of the Notes in Germany may only be
made in accordance with the Securities Prospectus Act and other applicable laws.
Austria
The Notes may only be offered in the Republic of Austria in compliance with the provisions of the Austrian
Capital Market Act (Kapitalmarktgesetz) and other laws applicable in the Republic of Austria governing the offer and
sale of the Notes in the Republic of Austria. The Notes are not authorized for public offer under either the Austrian
Capital Market Act (Kapitalmarktgesetz) or Investment Fund Act 2011 (Investmentfondsgesetz 2011) and the offering
memorandum has not been and/or will not be published pursuant to the Austrian Capital Market Act
(Kapitalmarktgesetz) or Investment Fund Act 2011 (Investmentfondsgesetz 2011). The recipients of this offering
memorandum and other selling material with respect to the Notes have been individually selected and identified before
the offer is made and are targeted exclusively on the basis of a private placement. Accordingly, the Notes may not be,
and are not being, offered or advertised publicly or offered similarly under either the Austrian Capital Market Act
(Kapitalmarktgesetz) or Investment Fund Act 2011 (Investmentfondsgesetz 2011). No offer will be made to any persons
in Austria other than the recipients to whom this offering memorandum is personally addressed.
Grand Duchy of Luxembourg
The terms and conditions relating to this offering memorandum have not been approved by and will not be
submitted for approval to the Luxembourg Financial Services Authority (Commission de Surveillance du Secteur
Financier) for purposes of public offering or sale in the Grand Duchy of Luxembourg ("Luxembourg"). Accordingly, the
Notes may not be offered or sold to the public in Luxembourg, directly or indirectly, and neither this offering
memorandum nor any other circular, prospectus, form of application, advertisement or other material may be distributed,
or otherwise made available in or from, or published in, Luxembourg except in circumstances which do not constitute a
public offer of securities to the public, subject to prospectus requirements, in accordance with the Luxembourg Act of
July 10, 2005 on prospectuses for securities, as amended.
Denmark
This offering memorandum has not been filed with or approved by the Danish Financial Supervisory Authority
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 by way of a public offering, unless in compliance with Chapter 6 or Chapter
12 of the Danish Act on Trading in Securities and Executive Orders issued pursuant thereto as amended from time to
time.
France
This offering memorandum has not been prepared and is not being distributed in the context of a public
offering of financial securities in France within the meaning of Article L.411-1 of the French Code monétaire et
financier and Title I of Book II of the Règlement Général of the Autorité des marchés financiers (the French financial
markets authority) (the "AMF"). Consequently, the Notes may not be, directly or indirectly, offered or sold to the public
in France (offre au public de titres financiers), and neither this offering memorandum nor any offering or marketing
materials relating to the Notes must be made available or distributed in any way that would constitute, directly or
indirectly, an offer to the public in France.
The Notes may only be offered or sold in France to qualified investors (investisseurs qualifiés), other than
individuals, acting for their own account and/or to providers of investment services relating to portfolio management for
iv

the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour le compte
de tiers), all as defined in and in accordance with Articles L. 411-1, L. 411-2 and D. 411-1, 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 and D. 411-1 of the French Code monétaire et financier, any
qualified investors subscribing for the Notes should be acting for their own account; 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.
The Netherlands
For selling restrictions in respect of the Netherlands, see "--Notice to Investors in the European Economic
Area" above and in addition:
(a)
Specific Dutch selling restriction for exempt offers: Each Initial Purchaser has represented and
agreed that it will not make an offer of the Notes which are the subject of the offering
contemplated by this offering memorandum to the public in the Netherlands in reliance on
Article 3(2) of the Prospectus Directive unless:
(i)
such offer is made exclusively to legal entities which are qualified investors as defined
in the Prospectus Directive, or
(ii)
such offer is otherwise made in circumstances in which article 5:20(5) of the Dutch
Financial Markets Supervision Act (Wet op het financieel toezicht, the "NLFMSA") is
not applicable,
provided that no such offer of the Notes shall require any Issuer or any Initial Purchaser to publish
a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant
to Article 16 of the Prospectus Directive.
For the purposes of this provision, the expressions (i) an "offer of the Notes to the public" in relation to any
Notes in the Netherlands; and (ii) "Prospectus Directive," have the meaning given to them above in the paragraph
headed "Notice to Investors in the European Economic Area."
(b)
Regulatory capacity to offer the Notes in the Netherlands: Each Initial Purchaser which did and
does not have the requisite Dutch regulatory capacity to make offers or sales of financial
instruments in the Netherlands has represented and agreed with the Issuers that it has not offered
or sold and will not offer or sell any of the Notes of the relevant Issuer in the Netherlands, other
than through one or more investment firms acting as principals and having the Dutch regulatory
capacity to make such offers or sales.
Spain
Neither the Notes nor the offering memorandum have been or will be approved or registered in the
administrative registries of the Spanish Securities Markets Commission (Comisión Nacional del Mercado de Valores).
Accordingly, the Notes may not be offered, sold or distributed in Spain except in circumstances which do not constitute a
public offering of securities in Spain within the meaning of section 30-bis of the Securities Market Law 24/1988 of
28 July 1988 (Ley 24/1988, de 28 de julio, del Mercado de Valores) (as amended), or pursuant an exemption from
registration in accordance with Royal Decree 1310/2005 of 4 November on admission to listing and on issues and public
offers of securities (as amended) (Real Decreto 1310/2005 de 4 de noviembre, por el que se desarrolla parcialmente la
Ley 24/1988, de 28 de julio, de 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), and supplemental
rules enacted thereunder or in substitution thereof from time to time.
v

Italy
The offering of the Notes has not been registered pursuant to Italian securities legislation and, accordingly, no
Notes may be offered, sold or delivered, nor may copies of this offering memorandum or of any other document relating
to the Notes be distributed in the Republic of Italy, except: (i) to qualified investors (investitori qualificati), as defined
pursuant to Article 100 of Legislative Decree No. 58 of 24 February 1998, as amended (the Italian Financial Services
Act) and Article 34-ter, first paragraph, letter b) of Regulation No.11971 of 14 May 1999, as amended from time to time
(Regulation No.11971); or (ii) in other circumstances which are exempted from the rules on public offerings pursuant to
Article 100 of the Italian Financial Services Act and Article 34-ter of Regulation No. 11971.
Any offer, sale or delivery of the Notes or distribution of copies of this offering memorandum or any other
document relating to the Notes in the Republic of Italy under (i) or (ii) above must be:
(a)
made by an investment firm, bank or financial intermediary permitted to conduct such activities in
the Republic of Italy in accordance with the Italian Financial Services Act, CONSOB Regulation
No.16190 of 23 October 2007 (as amended from time to time) and Legislative Decree No. 385 of
1 September 1993, as amended (the Banking Act); and
(b)
in compliance with Article 129 of the Banking Act, as amended, and the implementing guidelines
of the Bank of Italy, as amended from time to time, pursuant to which the Bank of Italy may
request information on the issue or the offer of securities in the Republic of Italy; or
(c)
in compliance with any other applicable laws and regulations, or requirement imposed by
CONSOB or any other Italian authority.
Prospective investors should note that in accordance with Article 100-bis of the Italian Financial Services Act,
where no exemption applies under (i) and (ii) above, Notes which are initially offered and placed in Italy or abroad to
qualified investors only but in the following year are regularly (sistematicamente) distributed on the secondary market in
Italy to non qualified investors become subject to the public offer and the prospectus requirement rules set out in the
Financial Services Act and Regulation No. 11971. Failure to comply with such rules may result in the sale of the Notes
being declared null and void and in the liability of the intermediary transferring the Notes for any damages suffered by
the investors.
Switzerland
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 Ltd., 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 Ltd
and corresponding prospectus schemes annexed to the listing rules of the SIX Swiss Exchange Ltd. 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 Issuers' 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.
Poland
The Notes may not be offered or sold into Poland except under circumstances that do not constitute a public
offering or distribution of securities under Polish laws and regulations. This offering memorandum has not been and will
not be approved by Komisja Nadzoru Finansowego, the Polish Financial Supervision Authority. The Notes have not been
and will not be registered with Komisja Nadzoru Finansowego.
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DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This offering memorandum includes forward-looking statements. These forward-looking statements can be
identified by the use of forward-looking terminology, including the terms "believes," "estimates," "aims," "targets,"
"anticipates," "expects," "intends," "may," "will" or "should" or, in each case, their negative, or other variations or
comparable terminology. These forward-looking statements include matters that are not historical facts. They appear in a
number of places throughout this offering memorandum and include statements regarding our intentions, beliefs or
current expectations concerning, among other things, our results of operations, financial condition, liquidity, prospects,
growth, strategies and the industry in which we operate, other statements relating to our future business performance and
general economic, regulatory and market trends and other circumstances relevant to our business.
By their nature, forward-looking statements involve risks and uncertainties because they relate to events and
depend on circumstances that may or may not occur in the future. We caution you that forward-looking statements are
not guarantees of future performance and that our actual results of operations, financial condition and liquidity and the
development of the industry in which we operate may differ materially from those made in or suggested by the forward-
looking statements contained in this offering memorandum. In addition, even if our results of operations, financial
condition and liquidity, and the development of the industry in which we operate are consistent with the forward-looking
statements contained in this offering memorandum, those results or developments may not be indicative of results or
developments in subsequent periods. Important risks, uncertainties and other factors that could cause these differences
include, but are not limited to:
·
our future financial position;
·
the implementation of our strategic plans and the impact of those plans on our financial position and
results of operations;
·
our liquidity, capital resources and capital expenditure;
·
our expectations regarding the impact of economic, operating, legal and other risks affecting our
business;
·
macroeconomic trends and developments in the markets in which we operate, such as general economic
growth, developments in unemployment rates, the level of consumer prices, wage levels, consumer
confidence and spending levels, interest rates, inflation and taxation;
·
developments in international financial markets;
·
our ability to successfully compete in the European beauty and personal care market, and in particular in
the selective distribution segment of such market, and to successfully implement cost-efficiency and
restructuring initiatives;
·
our ability to obtain a sufficient amount and variety of quality selective and exclusive products from our
suppliers;
·
our dependence on a small number of suppliers and on the ability of our suppliers to meet our
requirements;
·
our ability to acquire, maintain and strengthen relationships with new and existing suppliers and
manufacturers;
·
our exposure to the risk of rising labor costs, as well as work stoppages, strikes or other collective
actions, supply shortages and interruptions in our supply chain;
·
developments in the distribution of our products, including the level of acceptance of internet retailing,
user behavior on mobile devices, our ability to attract more internet traffic (including mobile internet
traffic) and translate such traffic into purchases of our products;
·
the impact of our franchise ownership structure of certain stores;
·
our reliance on third parties for computer hardware, software, services and support and the risk of
interruption to our operations as a result of failures in our information technology systems;
vii