Obligation Bombardier 6.125% ( XS0552915943 ) en EUR

Société émettrice Bombardier
Prix sur le marché 100 %  ▼ 
Pays  Canada
Code ISIN  XS0552915943 ( en EUR )
Coupon 6.125% par an ( paiement semestriel )
Echéance 14/05/2021 - Obligation échue



Prospectus brochure de l'obligation Bombardier XS0552915943 en EUR 6.125%, échue


Montant Minimal 100 000 EUR
Montant de l'émission 780 000 000 EUR
Description détaillée Bombardier est une entreprise multinationale canadienne spécialisée dans la fabrication de matériel roulant ferroviaire, d'avions d'affaires et, autrefois, d'aéronefs commerciaux.

L'Obligation émise par Bombardier ( Canada ) , en EUR, avec le code ISIN XS0552915943, paye un coupon de 6.125% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/05/2021







LISTING MEMORANDUM
CIRCULATION IN THE UNITED STATES IS RESTRICTED
7780,000,000 61/8% Senior Notes due 2021
Bombardier Inc. ("Bombardier") is offering 3780,000,000 aggregate principal amount of its 61/8% Senior Notes due
2021 (the "notes"). The notes will mature on May 15, 2021. The notes will bear interest at the rate of 61/8% per year.
Bombardier will pay interest on the notes on May 15 and November 15 of each year, beginning on May 15, 2011.
Bombardier may redeem some or all of the notes at any time or from time to time by paying a "make-whole"
premium, plus accrued and unpaid interest, if any. See "Description of the Notes--Optional Redemption."
Bombardier may also redeem the notes at 100% of their principal amount plus accrued and unpaid interest, if any,
if at any time Bombardier becomes obligated to pay withholding tax on the notes as a result of a change in law.
See "Description of the Notes--Redemption for Changes in Withholding Taxes." If Bombardier experiences one of
certain change of control events, Bombardier will be required to make an offer to purchase the notes at a purchase
price of 101% of the principal amount, plus accrued and unpaid interest, if any, to the date of purchase. See
"Description of the Notes--Purchase of Notes upon a Change of Control."
The notes will be direct, senior unsecured obligations of Bombardier and will rank equally in right of payment
("pari passu") with all of Bombardier's other unsecured and unsubordinated indebtedness and other obligations of
Bombardier. The notes will be effectively subordinated to all of Bombardier's present and future secured indebtedness,
to the extent of the value of the assets securing such indebtedness. The notes are not obligations of any of
Bombardier's subsidiaries and will be structurally subordinated to the indebtedness of Bombardier's subsidiaries.
Bombardier has applied to have the notes approved for listing on the Official List of the Luxembourg Stock Exchange and
admitted to trading on the Euro MTF Market of the Luxembourg Stock Exchange (the "Euro MTF Market"). The Euro MTF
Market is not a regulated market for purposes of the Markets in Financial Instruments Directive (Directive 2004/39/EC). This
listing memorandum constitutes a prospectus for the purpose of Luxembourg law dated July 10, 2005 on Prospectuses for
Securities.
Investing in the notes involves risks. See "Risk Factors" beginning on page 22 of this
listing memorandum.
The notes have not been and will not be registered under the United States Securities Act of 1933, as
amended (the "Securities Act"), or any state securities laws and may not be offered or sold except
pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the
Securities Act or any state securities law. Accordingly, the notes are being offered and sold only (a) to
"qualified institutional buyers" (as defined in Rule 144A under the Securities Act) in compliance with
Rule 144A and (b) outside the United States to non-U.S. persons in offshore transactions in compliance
with Regulation S ("Regulation S") under the Securities Act. Prospective purchasers that are qualified
institutional buyers are hereby notified that the seller of the notes may be relying on the exemption
from the provisions of Section 5 of the Securities Act provided by Rule 144A. Each purchaser of the
notes offered hereby in making its purchase will be deemed to have made certain acknowledgements,
representations, warranties and agreements with respect to its purchase of the notes as described
herein. The notes have not been and will not be qualified for sale to the public under applicable
securities laws in Canada and, accordingly, any offer and sale of the notes in Canada will be made on a
basis which is exempt from the prospectus requirements of such securities laws. The notes are subject
to transfer and selling restrictions in certain countries, including the United States and Canada. You
should read the restrictions described under "Notice to Investors."
Offering Price: 99.0422% plus accrued interest, if any, from the issue date.
Bombardier expects that the delivery of the notes will be made on November 2, 2010
Joint Lead and Joint Book-Running Managers
Deutsche Bank
BNP PARIBAS
Crédit Agricole CIB
J.P. Morgan
UBS Investment Bank
Co-Managers
BayernLB
Citi
COMMERZBANK
Natixis
National Bank of Canada Financial Markets
RBC Capital Markets
The Royal Bank of Scotland
Société Générale Corporate & Investment Banking
Banca IMI
Banco Bilbao Vizcaya Argentaria, S.A.
CIBC
Handelsbanken Capital Markets
The date of this listing memorandum is November 2, 2010.


IMPORTANT INFORMATION ABOUT THIS LISTING MEMORANDUM
Bombardier has prepared this listing memorandum solely for the listing of the notes on
the official list of the Luxembourg Stock Exchange and for trading on the Euro MTF Market.
This listing memorandum may only be used for the purpose for which it has been published.
In this listing memorandum, unless otherwise specified or the context otherwise requires,
the terms "we," "our," "us" and the "Bombardier Group" refer to Bombardier Inc., a company
incorporated under the laws of Canada, and its consolidated subsidiaries, collectively, and the
term "Bombardier" refers only to Bombardier Inc. The term "BA" refers to Bombardier's
aerospace segment and the term "BT" refers to Bombardier's transportation segment.
Bombardier, Bombardier 415, Bombardier 415 MP, Challenger, Challenger 300,
Challenger 600, 601-1A, 601-3A, 601-3R and 604, Challenger 605, Challenger 800,
Challenger 850, 870 and 890, CITYFLO, CL-215, CL-215T, CRJ, CRJ200, CRJ700, CRJ705,
CRJ900, CRJ1000, CS100, CS300, CSeries, EBI, ECO4, EnerGplan, FLEXITY, Flexjet, FLEXX,
Global, Global 5000, Global 7000, Global 8000, Global Express, Global Vision, INTERFLO,
Learjet, Learjet 40, Learjet 45, Learjet 60, Learjet 85, MITRAC, MOVIA, NextGen, ORBITA,
PRIMOVE, Q200, Q300, Q400, Q-Series, REGINA, SEKURFLO, Skyjet, SPACIUM, TALENT,
TRAXX, TURBOSTAR, XR, XRS and ZEFIRO are trademarks and/or tradenames belonging to
Bombardier or its subsidiaries. This listing memorandum contains references to trademarks of
third parties for the purpose of describing Bombardier's competitive environment and the
development of its businesses.
This listing memorandum has been prepared solely in connection with an offering in
compliance with an exemption under the Securities Act for the benefit of prospective investors
interested in the notes and qualified to purchase the notes in transactions exempt from
registration under, or not otherwise subject to, the Securities Act. This listing memorandum is
personal to the offeree to whom it has been delivered and does not constitute an offer to any
other person or the public generally to subscribe for or otherwise acquire the notes.
Distribution of this listing memorandum to any person other than the offeree and those
persons, if any, retained to advise such offeree with respect thereto is unauthorized, and any
disclosure of any of its contents without our prior written consent is prohibited. Each offeree,
by accepting delivery of this listing memorandum, agrees to the foregoing and to make no
copies of (and not to transmit electronically) this listing memorandum or any documents
referred to herein. This listing memorandum does not constitute an offer to sell or a
solicitation of an offer to buy any securities in any jurisdiction where it is unlawful or where
the person making the offer or request is not qualified to do so, or to any person who cannot
legally be offered or sold the notes.
In making your investment decision, you should rely only on the information contained in
this listing memorandum. We have not, and the initial purchasers have not, authorized anyone
to provide you with different information. If you receive any other information, you should not
rely on it. The information in this listing memorandum is current only as of the date on the
cover page, and may change after that date. For any time after the cover date of this listing
memorandum, we do not represent that our affairs are the same as described or that the
information in this listing memorandum is correct, nor do we imply those things by delivering
this listing memorandum or selling securities to you.
The initial purchasers make no representation or warranty, express or implied, as to the
accuracy or completeness of the information contained in this listing memorandum. Nothing
contained in this listing memorandum is, or shall be relied upon as, a promise or
representation by the initial purchasers as to the past or future. We have furnished the
information contained in this listing memorandum. The initial purchasers assume no
responsibility for the accuracy or completeness of any such information.
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Neither the United States Securities and Exchange Commission (the "SEC"), nor
any state securities commission nor any other United States or other regulatory
authority has approved or disapproved the notes, nor have any of the foregoing
authorities passed upon or endorsed the merits of the offering described herein or
the accuracy or adequacy of this listing memorandum. Any representation to the
contrary is unlawful and may be a criminal offense.
In making an investment decision, prospective investors must rely on their own
examination of Bombardier and the terms of the offering, including the merits and risks
involved. Prospective investors should not construe anything in this listing memorandum as
legal, business or tax advice. Each prospective investor should consult its own advisors as
needed to make its investment decision and to determine whether it is legally permitted to
purchase the notes under applicable legal investment or similar laws or regulations. You
should contact the initial purchasers with any questions about this offering or if you require
additional information to verify the information contained in this listing memorandum.
The notes have not been and will not be registered under the Securities Act or the
securities laws of any state of the United States. The notes are subject to restrictions on
transferability and resale and may not be transferred or resold except as permitted under the
indenture covering the notes, and except as permitted under the Securities Act and applicable
state securities laws pursuant to registration or an available exemption from registration. As a
prospective investor, you should be aware that you may be required to bear the financial risks
of an investment in the notes for an indefinite period of time. By purchasing any notes, you
will be deemed to have made the acknowledgements, representations, warranties and
agreements provided in the section of this listing memorandum titled "Notice to Investors."
For a description of certain further restrictions on resale or transfer of the notes, see "Notice to
Investors." Please also refer to the section in this listing memorandum entitled "Plan of
Distribution."
Prospective purchasers that are qualified institutional buyers are hereby notified that the
seller of any note may be relying on the exemption from the provisions of Section 5 of the
Securities Act provided by Rule 144A thereunder.
The offering is being made on a private placement or exempt distribution basis in one or
more provinces of Canada through the initial purchasers or their affiliates who are permitted
under applicable Canadian securities laws or available exemptions therefrom to offer and sell
the notes in such provinces. The notes have not been and will not be qualified for sale to the
public under applicable Canadian securities laws and, accordingly, any offer and sale of the
notes in Canada will be made on a basis which is exempt from the prospectus and dealer
registration requirements of such securities laws. Any resale of such notes must be made in
accordance with an exemption from the registration and prospectus requirements of applicable
securities laws, which vary depending on the province. Purchasers of the notes are advised to
seek legal advice prior to any resale of the notes. Please also refer to the section in this listing
memorandum entitled "Notice to Investors--Canada."
This listing memorandum constitutes an offering of the notes only in those jurisdictions
and to those persons where and to whom they may be lawfully offered for sale, and therein
only by persons permitted to sell the notes. This listing memorandum is not, and should not
under any circumstances be construed as, an advertisement or a public offering of the notes in
Canada. No securities commission or similar securities regulatory authority in Canada has
reviewed or in any way passed upon this listing memorandum or the merits of the notes and
any representation to the contrary is an offence under applicable Canadian securities laws.
The offering of the notes is being made exclusively through this listing memorandum and
not through any advertisement of the notes in any printed media of general and regular paid
circulation, radio or television, electronic media or any other form of advertising. No person
ii


has been authorized to give any information or to make any representation other than those
contained in this listing memorandum and any decision to purchase notes should be made
solely based on the information contained in this listing memorandum.
Notwithstanding anything to the contrary contained herein, a prospective investor (and
each employee, representative, or other agent of a prospective investor) may disclose to any
and all persons, without limitation of any kind, the tax treatment and tax structure of the
transactions described in this listing memorandum and all materials of any kind that are
provided to the prospective investor relating to such tax treatment and tax structure (as such
terms are defined in U.S. Treasury Regulation section 1.6011-4). This authorization of tax
disclosure is effective as of the commencement of discussions with prospective investors
regarding the transactions contemplated herein.
The investment activities of certain investors are subject to investment laws and
regulations, or review or regulation by certain authorities. Each potential investor should
consult its legal advisors to determine whether and to what extent (i) notes are legal
investments for it, (ii) notes can be used as collateral for various types of borrowings and
(iii) other restrictions apply to its purchase or pledge of any notes. Financial institutions should
consult their legal advisors or the appropriate regulators to determine the appropriate
treatment of notes under any applicable risk-based capital or similar rules.
We reserve the right to withdraw this offering of the notes at any time before closing and
we and the initial purchasers reserve the right to reject any commitment to subscribe for the
notes in whole or in part and to allot to any prospective purchaser less than the full amount of
notes sought by such purchaser. The initial purchasers and certain related entities may acquire
for their own account a portion of the notes. See also the section in this listing memorandum
entitled "Plan of Distribution."
You must comply with all applicable laws and regulations in force in any applicable
jurisdiction, and you must obtain any consent, approval or permission required for the
purchase, offer or sale by you of the notes under the laws and regulations in force in the
jurisdiction to which you are subject or in which you make such purchase, offer or sale, and
neither we nor the initial purchasers will have any responsibility therefor.
We expect that delivery of the notes will be made against payment therefor on or about
November 2, 2010, which will be the seventh business day in the United Kingdom (eighth
business day in the United States) following the date of pricing of the notes (such settlement
cycle being herein referred to as "T+7"). Under Rule 15c6-1 under the United States Securities
Exchange Act of 1934, as amended (the "Exchange Act"), trades in the secondary market
generally are required to settle in three business days (T+3), unless the parties to any such
trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes on the date
of pricing or the next three succeeding business days should, by virtue of the fact that the
notes initially will settle T+7, specify an alternate settlement cycle at the time of any such trade
to prevent a failed settlement. Purchasers of notes who wish to trade notes on the date of
pricing or the next three succeeding business days should consult their own advisor.
This listing memorandum contains summaries believed to be accurate with respect to the
indenture covering the notes and other documents, but reference is made to the actual
documents for complete information. All such summaries are qualified in their entirety by this
reference. Copies of documents referred to in this listing memorandum will be made available
to prospective investors upon request to us or the initial purchasers.
In connection with the offering, Deutsche Bank AG, London Branch, (the "Stabilising
Manager") (or persons acting on behalf of the Stabilising 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 Stabilising
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Manager (or persons acting on its behalf) will undertake stabilisation action. Any stabilisation
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 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 UNITED STATES INVESTORS
The notes 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 except pursuant to an exemption from, or
in a transaction not subject to, registration requirements of the Securities Act. Each initial
purchaser has agreed that it will offer and sell notes only (i) to qualified institutional buyers in
reliance on Rule 144A under the Securities Act or (ii) to non-U.S. persons in offshore
transactions in reliance on Regulation S under the Securities Act. The notes being offered and
sold pursuant to Regulation S may not be offered, sold or delivered in the United States or to,
or for the account or benefit of, any U.S. person, unless the notes are registered under the
Securities Act or an exemption from the registration requirements thereof is available. Terms
used above have the meanings given to them by Regulation S or Rule 144A, as applicable.
The notes shall not be offered, sold or delivered (i) as part of the initial purchasers'
distribution at any time or (ii) otherwise until 40 days after the later of the commencement of
the offering and the closing date, within the United States or to, or for the account or benefit
of, U.S. persons, 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."
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 REVISED
STATUTES 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 OF THE NEW HAMPSHIRE REVISED STATUTES 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 OF NEW HAMPSHIRE 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 PROVISIONS OF THIS PARAGRAPH.
NOTICE TO INVESTORS IN THE EUROPEAN ECONOMIC AREA
This listing memorandum has been prepared on the basis that all offers of notes will be
made pursuant to an exemption under the Prospectus Directive (Directive 2003/71/EC), as
implemented in Member States of the European Economic Area ("EEA"), from the requirement
to produce a prospectus for offers of securities. Accordingly any person making or intending to
make any offer within the EEA of notes which are the subject of the placement contemplated
in this listing memorandum should only do so in circumstances in which no obligation arises
iv


for Bombardier or any of the initial purchasers to produce a prospectus for such offer. Neither
Bombardier nor the initial purchasers have authorised, nor do they authorise, the making of
any offer of notes through any financial intermediary, other than offers made by initial
purchasers which constitute the final placement of notes contemplated in this listing
memorandum.
In relation to each Member State of the EEA that has implemented the Prospectus
Directive (each, a "Relevant Member State"), each initial purchaser has represented and agreed
that, with effect from and including the date on which the Prospectus Directive is implemented
in that Relevant Member State, it has not made and will not make an offer of notes to the
public in that Relevant Member State, except that it may make an offer of notes in the Relevant
Member State at any time:
(a) to legal entities which are authorised or regulated to operate in the financial
markets or, if not so authorised or regulated, whose corporate purpose is solely to invest
in securities;
(b) to any legal entity which has two or more of (i) an average of at least
250 employees during the last financial year; (ii) a total balance sheet of more than
343,000,000 and (iii) an annual net turnover of more than 350,000,000 as shown in its last
annual or consolidated accounts; 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 us or
any manager of a prospectus pursuant to Article 3 of the Prospectus Directive.
For the purposes of this restriction, the expression an "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 to the notes, as the
same may be varied in that Relevant Member State by any measure implementing the
Prospectus Directive in that Relevant Member State and the expression "Prospectus Directive"
means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant
Member State.
NOTICE TO INVESTORS IN THE UNITED KINGDOM
This listing memorandum is for distribution only to 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, (iii) are
outside the United Kingdom, or (iv) 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 or caused to be communicated (all such persons together being referred to as
"relevant persons"). This listing 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 listing memorandum relates is available only to relevant
persons and will be engaged in only with relevant persons.
NOTICE TO INVESTORS IN FRANCE
In France, neither this listing memorandum nor any other offering material relating to the
notes has been prepared in the context of a public offering of securities in France within the
v


meaning of Article L.411-1 of the French Code monétaire et financier and has therefore not
been submitted to the clearance procedures of the French Autorité des marchés financiers or
of the competent authority of another Relevant Member State and notified to the Autorité des
marchés financiers. Neither this listing memorandum nor any other offering material may be
distributed to the public in France.
The notes have not been offered or sold and will not be offered or sold, directly or
indirectly, to the public in France and neither this listing memorandum nor any other offering
material relating to the notes has been distributed or caused to be distributed or will be
distributed or caused to be distributed to the public in France or used in connection with any
offer to the public in France. Such offers, sales and distributions in France will be made only to
(i) investment services providers authorized to engage in portfolio management on behalf 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, D.411-1 to D.411-3, D. 744-1,
D. 754-1 and D. 764-1 of the French Code monétaire et financier. No direct or indirect offer, sale
or distribution of any notes so acquired shall be made to the public in France other than in
compliance with applicable laws and regulations pertaining to a public offering (and in
particular Articles L.411-1, L.411-2, L.412-1 and L.621-8 to L.621-8-3 of the French Code
monétaire et financier).
NOTICE TO INVESTORS IN GERMANY
The notes may not be offered and sold to the public, except in accordance with the
German Securities Prospectus Act (Wertpapierprospektgesetz) or any other laws applicable in
Germany governing the issue, offering and sale of securities. This listing memorandum has
not been and will not be submitted to, nor has it been and will not be approved by, the
Bundesanstalt fu¨r Finanzdienstleistungsaufsicht, the German Financial Services Supervisory
Authority. The notes must not be distributed within Germany by way of a public offer, public
advertisement or in any similar manner, and this listing memorandum and any other
document relating to the notes, as well as information contained therein, may not be supplied
to the public in Germany or used in connection with any offer for subscription of notes to the
public in Germany. Consequently, in Germany, the notes will only be available to, and this
listing memorandum and any other offering material in relation to the notes are directed only
at, persons who are qualified investors (qualifizierte Anleger) within the meaning of Section 2
No. 6 of the Securities Prospectus Act. This listing memorandum and other offering materials
relating to the offer of notes are strictly confidential and may not be distributed to any person
or entity other than the recipients hereof.
NOTICE TO INVESTORS IN THE GRAND DUCHY OF LUXEMBOURG
The terms and conditions relating to this listing memorandum have not been approved by
and will not be submitted for approval to the Luxembourg financial supervisory 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 listing
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 for the sole purpose of the admission to trading of the notes on the
Luxembourg Stock Exchange's Euro MTF Market and listing on the official list of the
Luxembourg Stock Exchange and except in circumstances which do not constitute a public
offer of securities to the public, subject to prospectus requirements, in accordance with the
Luxembourg law of July 10, 2005 on prospectuses for securities.
vi


NOTICE TO INVESTORS IN ITALY
This 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 listing
memorandum or of any other document relating to the notes be distributed in Italy, except:
(i) to qualified investors (investitori qualificati), pursuant to Article 100 of Legislative
Decree No. 58 of February 24, 1998, as amended (the "Financial Services Act") and as
defined in Article 34-ter, first paragraph, letter b) of Commissione Nazionale per le Società
e la Borsa ("CONSOB") Regulation No. 11971 of May 14, 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 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 listing
memorandum or any other document relating to the notes in 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 Legislative Decree No. 385
(the "Banking Act"), the Financial Services Act of September 1, 1933, as amended,
CONSOB Regulation No. 16190 of October 29, 2007 (as amended from time to time) and
any other applicable law and regulations;
(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
Italy; and
(c) in compliance with any other applicable laws and regulations or requirement
imposed by CONSOB, the Bank of Italy or any other Italian authority.
NOTICE TO INVESTORS IN SPAIN
This offering has not been registered with the Comisión Nacional del Mercado de Valores
and therefore the notes may not be offered in Spain by any means, except in circumstances
which do not qualify as a public offer of securities in Spain in accordance with article 30 bis of
the Securities Market Act ("Ley 24/1988, de 28 de Julio del Mercado de Valores") as amended
and restated, or pursuant to an exemption from registration in accordance with article 41 of
the Royal Decree 1310/2005 ("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").
NOTICE TO INVESTORS IN SWITZERLAND
This document, as well as any other material relating to the notes which are the subject of
the offering contemplated by this listing memorandum, do not constitute an issue prospectus
pursuant to Article 652a of the Swiss Code of Obligations. The notes will not be listed on the
SIX Swiss Exchange and, therefore, the documents relating to the notes, including, but not
limited to, this document, do not claim to comply with the disclosure standards of the listing
rules of SIX Swiss Exchange and corresponding prospectus schemes annexed to the listing
vii


rules of the SIX Swiss Exchange. The notes are being offered in Switzerland by way of a
private placement, i.e. to a small number of selected investors only, without any public offer
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 by us from time to time. This
document, 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 document 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 our express consent. It 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 INVESTORS IN THE KINGDOM OF BELGIUM
The notes may not be sold or offered, directly or indirectly, to the public in the Kingdom of
Belgium ("Belgium"). Neither this listing memorandum nor any other materials or
communications relating to this listing memorandum or to the notes may be advertised,
distributed or otherwise made available in Belgium to persons other than (i) qualified investors
as defined in Article 10 of the Belgian Law of June 16, 2006 on the public offering of
investment instruments and (ii) qualified investors registered in accordance with the Belgian
Royal Decree of September 26, 2006. This listing memorandum has not been, and will not be,
notified or submitted for approval or recognition to the Belgian Banking, Finance and
Insurance Commission (Commission Bancaire, Financiere et des Assurances / Commissie voor
het Bank-, Financie- en Assurantiewezen).
PRESENTATION OF FINANCIAL INFORMATION
Our consolidated financial statements have been prepared in accordance with the
accounting principles generally accepted in Canada, or Canadian GAAP, which differ in certain
respects from generally accepted accounting principles in certain other countries, and our
auditors are subject to Canadian auditing and auditor independence standards. We prepare our
financial statements in U.S. dollars. In this listing memorandum, references to United States
dollars, US$ or $ are to the currency of the United States unless otherwise indicated.
The financial information included or incorporated by reference in this listing
memorandum is not intended to, and does not, comply with all of the reporting requirements
of the SEC. Compliance with such requirements would require the presentation of financial
information under U.S. GAAP, the modification or exclusion of certain financial measures, and
the presentation of certain other information not included or incorporated by reference herein
or the exclusion of certain information included or incorporated by reference herein. In
addition, the financial information included or incorporated by reference in this listing
memorandum is not intended to comply with all of the reporting and disclosure requirements
that would be applicable to a Canadian reporting issuer.
Effective February 1, 2011, we will begin preparing our consolidated financial statements in
accordance with International Financial Reporting Standards ("IFRS"). For a summary of the
key expected changes resulting therefrom, see the "IFRS Conversion" section in
"Management's Discussion and Analysis of Financial Condition and Results of Operations--
Fiscal year ended January 31, 2010--Overview," elsewhere in this listing memorandum.
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USE OF NON-GAAP FINANCIAL MEASURES
Our "Management's Discussion and Analysis" (or "MD&A") for the fiscal year ended
January 31, 2010 and our MD&A for the three- and six- month periods ended July 31, 2010,
which we filed with the Canadian securities regulatory authorities on April 1, 2010 and
September 1, 2010, respectively, and which are included in, and constitute an integral part of,
this listing memorandum, are based on our reported earnings in accordance with Canadian
GAAP and on the following supplemental financial measures that are not required by or
recognized under Canadian GAAP (in certain cases, such measures are provided on both a
consolidated basis and a segmented basis): EBITDA (which we define, as reconciled to EBIT
(earnings before financing income, financing expense and income taxes) under Canadian
GAAP, as earnings before financing income, financing expense, income taxes and depreciation
and amortization); Free cash flow (which we define, as reconciled to cash flows from operating
activities under Canadian GAAP, as cash flows from operating activities less net additions to
property, plant and equipment and intangible assets); Adjusted debt (which we define, as
reconciled to long term debt under Canadian GAAP, as long term debt plus total pension
deficit (including the off-balance sheet portion) and net present value of operating lease
obligations); Adjusted EBIT (which we define, as reconciled to EBIT under Canadian GAAP, as
EBIT plus adjustment for operating leases and pension deficit); Adjusted EBITDA (which we
define, as reconciled to EBIT under Canadian GAAP, as earnings before financing income,
financing expense, income taxes and depreciation and amortization plus amortization
adjustment for operating leases and adjustment for operating leases and pension deficit);
Adjusted net interest (which we define, as reconciled to net financing income and financing
expense under Canadian GAAP, as financing income and financing expense plus adjustment
for operating leases and pension deficit); and Adjusted total capitalization (which we define, as
reconciled to shareholders' equity under Canadian GAAP, as long term debt plus total pension
deficit (including the off-balance sheet portion) and net present value of operating lease
obligations plus shareholders' equity less amounts in accumulated Other Comprehensive
Income ("AOCI") relating to cash flow hedges). This listing memorandum also contains the
supplemental financial measures EBITDA before special items, which we define, as reconciled
to EBIT under Canadian GAAP, as earnings before financing income, financing expense,
income taxes and depreciation and amortization plus special items and EBIT before special
items, which we define, as reconciled to EBIT under Canadian GAAP, as earnings before
financing income, financing expense and income taxes plus special items.
We believe that a significant number of users of our MD&A analyze our results based on
these performance measures. These non-GAAP measures are mainly derived from the
consolidated financial statements, but do not have a standardized meaning prescribed by
Canadian GAAP; therefore, others using these terms may calculate them differently. These
measures are not intended to be measures that should be regarded as an alternative to other
financial reporting measures, and none should be considered in isolation or as a substitute for
measures prepared in accordance with Canadian GAAP. In respect of each such measure, we
provide a reconciliation to the most comparable financial measure under Canadian GAAP in
our "Management's Discussion and Analysis" for the three- and six- month periods ended
July 31, 2010 and for the fiscal year ended January 31, 2010, each of which is included in, and
constitutes an integral part of, this listing memorandum. In addition, we have calculated the
different items of the statements of income for the twelve-month period ended July 31, 2010
by taking the respective items of the statements of income for the six-month period ended
July 31, 2010 and adding the corresponding items of the statements of income for the six-
month period ended January 31, 2010.
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Document Outline