Obligation Aston Martin 5.75% ( XS1533915218 ) en GBP

Société émettrice Aston Martin
Prix sur le marché 100 %  ⇌ 
Pays  Royaume-Uni
Code ISIN  XS1533915218 ( en GBP )
Coupon 5.75% par an ( paiement annuel )
Echéance 15/04/2022 - Obligation échue



Prospectus brochure de l'obligation Aston Martin XS1533915218 en GBP 5.75%, échue


Montant Minimal 100 000 GBP
Montant de l'émission 285 000 000 GBP
Description détaillée Aston Martin est un constructeur automobile britannique de voitures de sport et de grand tourisme de luxe, connu pour son histoire prestigieuse, ses designs élégants et son héritage dans le sport automobile.

L'Obligation émise par Aston Martin ( Royaume-Uni ) , en GBP, avec le code ISIN XS1533915218, paye un coupon de 5.75% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 15/04/2022







IMPORTANT NOTICE
THIS OFFERING MEMORANDUM IS AVAILABLE ONLY TO INVESTORS WHO ARE EITHER
(1) QUALIFIED INSTITUTIONAL BUYERS ("QIBs") WITHIN THE MEANING OF RULE 144A UNDER THE
U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT") OR (2) NON-U.S.
PERSONS OUTSIDE OF THE UNITED STATES PURCHASING THE SECURITIES IN RELIANCE ON
REGULATION S UNDER THE U.S. SECURITIES ACT (AND, IF INVESTORS ARE RESIDENT IN A
MEMBER STATE OF THE EUROPEAN ECONOMIC AREA, A QUALIFIED INVESTOR).
IMPORTANT: You must read the following before continuing. The following applies to the
Offering Memorandum following this notice, and you are therefore advised to read this carefully
before reading, accessing or making any other use of the Offering Memorandum. In accessing
the Offering Memorandum, you agree to be bound by the following terms and conditions,
including any modifications to them any time you receive any information from us as a result of
such access.
NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF NOTES FOR SALE IN
ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE NOTES HAVE NOT BEEN AND WILL
NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OR WITH ANY OTHER SECURITIES
REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND
MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED 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) EXCEPT PURSUANT TO AN EXEMPTION FROM,
OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE U.S.
SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS.
THE FOLLOWING OFFERING MEMORANDUM MAY NOT BE PUBLISHED, FORWARDED,
DISTRIBUTED OR OTHERWISE MADE AVAILABLE IN WHOLE OR IN PART TO ANY OTHER PERSON
AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING,
DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS
UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF
THE U.S. SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. IF YOU HAVE
GAINED ACCESS TO THIS TRANSMISSION CONTRARY TO ANY OF THE FOREGOING RESTRICTIONS,
YOU ARE NOT AUTHORIZED AND WILL NOT BE ABLE TO PURCHASE ANY OF THE NOTES
DESCRIBED HEREIN.
Confirmation of your representation: In order to be eligible to view the Offering Memorandum
or make an investment decision with respect to the securities, investors must be either (1) QIBs or
(2) non-U.S. persons purchasing the securities outside of the United States in reliance on
Regulation S under the U.S. Securities Act; provided that investors resident in a Member State of
the European Economic Area are qualified investors (within the meaning of Article 2(1)(e) of
Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU and Directive
2010/78/EU, to the extent implemented in the relevant Member State) and any relevant
implementing measure in each Member State of the European Economic Area). The Offering
Memorandum is being sent to you at your request. By accepting the e-mail and accessing the
Offering Memorandum, you shall be deemed to have represented to us that:
(1)
you consent to delivery of such Offering Memorandum by electronic transmission, and
(2)
either:
(a)
you and any customers you represent are QIBs, or
(b)
non-U.S. persons outside the United States and the e-mail address that you gave
us and to which the e-mail has been delivered is not located in the United States,
its territories and possessions (including Puerto Rico, the U.S. Virgin Islands,
Guam, American Samoa, Wake Island and the Northern Mariana Islands), any
State of the United States or the District of Columbia, and
(3)
if you are resident in a Member State of the European Economic Area, you are a
Qualified Investor.
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 under the U.S. Securities Act.


You are reminded that the Offering Memorandum has been delivered to you on the basis that
you are a person into whose possession the Offering Memorandum may be lawfully delivered in
accordance with the laws of the jurisdiction in which you are located and you may not, nor are
you authorized to, deliver the Offering Memorandum to any other person.
Under no circumstances shall the Offering Memorandum constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in
which such offer, solicitation or sale would be unlawful.
If a jurisdiction requires that the offering be made by a licensed broker or dealer and an initial
purchaser or any affiliate of the initial purchaser is a licensed broker or dealer in that jurisdiction,
the offering shall be deemed to be made by such initial purchaser or such affiliate on behalf of
Aston Martin Capital Holdings Limited (the "Issuer") in such jurisdiction.
The Offering Memorandum is not being distributed, nor has it been approved for the purposes
of Section 21 of the Financial Services and Markets Act 2000 (the "FSMA") by an authorized
person under the FSMA. The Offering Memorandum is for distribution only to, and is only
directed at, persons who (i) have professional experience in matters relating to investments
(being investment professionals 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 FSMA in connection with the issue or sale of any securities may
otherwise lawfully be communicated or caused to be communicated (all such persons together
being referred to as "relevant persons"). The 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 the Offering Memorandum relates is available only to
relevant persons and will be engaged in only with relevant persons. The securities are not being
offered or sold to any person in the United Kingdom, except in circumstances which will not
result in an offer of securities to the public in the United Kingdom within the meaning of Part VI
of the FSMA.
No person may communicate or cause to be communicated any invitation or inducement to
engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in
connection with the issue or sale of the securities other than in circumstances in which
Section 21(1) of the FSMA does not apply to the Issuer or the Company.
The attached Offering Memorandum has been sent to you in an electronic format. You are
reminded that documents transmitted in an electronic format may be altered or changed during
the process of transmission and consequently none of the Issuer, the Initial Purchasers and their
respective affiliates, directors, officers, employees, representatives and agents accepts any
liability or responsibility whatsoever in respect of any discrepancies between the document
distributed to you in electronic format and the hard-copy version.


OFFERING MEMORANDUM
NOT FOR GENERAL DISTRIBUTION
STRICTLY CONFIDENTIAL
IN THE UNITED STATES
Aston Martin Capital Holdings Limited
$400,000,000 6.5% Senior Secured Notes due 2022
£230,000,000 5.75% Senior Secured Notes due 2022
Aston Martin Capital Holdings Limited (the "Issuer"), a public limited company incorporated under the laws of Jersey, is offering
$400,000,000 aggregate principal amount of its 6.5% senior secured notes due 2022 (the "Dollar Notes") and £230,000,000
aggregate principal amount of its 5.75% senior secured notes due 2022 (the "Sterling Notes" and, together with the Dollar
Notes, the "Notes").
The Dollar Notes will bear interest at a rate of 6.5% per annum and will mature on April 15, 2022. The Sterling Notes will bear
interest at a rate of 5.75% per annum and will mature on April 15, 2022. Interest on the Notes will accrue from April 18, 2017,
and will be payable semi-annually in arrears on each April 15 and October 15, commencing on October 15, 2017. Prior to April
15, 2019, the Issuer will be entitled at its option to redeem all or a portion of the Notes by paying an applicable "make whole"
premium. On or after April 15, 2019, the Issuer will be entitled at its option to redeem all or a portion of the Notes, at any time
or from time to time, at the applicable redemption prices set forth in this offering memorandum (the "Offering
Memorandum"). In addition, at any time prior to April 15, 2019, the Issuer may redeem at its option up to 40% of each series of
the Notes with the net cash proceeds from certain equity offerings at a redemption price equal to 106.5% of the principal
amount of the Dollar Notes and 105.75% of the principal amount of the Sterling Notes, redeemed plus accrued and unpaid
interest; provided that at least 50% of the original aggregate principal amount of the Dollar Notes and/or the Sterling Notes, as
applicable, remains outstanding after the redemption. Prior to April 15, 2019, the Issuer may redeem during each twelve-month
period commencing with the Issue Date up to 10% of the aggregate principal amount of the Notes originally issued (including
the aggregate principal amount of any additional Notes) at a redemption price equal to 103% of the principal amount thereof,
plus accrued and unpaid interest to the applicable redemption date.
The Notes may be redeemed at a price equal to their principal amount plus accrued and unpaid interest upon the occurrence of
certain changes in applicable tax law. Upon the occurrence of certain change of control events, the Issuer may be required to offer
to redeem the Notes at 101% of the principal amount thereof, plus accrued and unpaid interest to the date of the redemption.
The Notes will be senior secured obligations of the Issuer and will rank equally in right of payment with all existing and future
indebtedness of the Issuer that is not subordinated in right of payment to the Notes and will be senior in right of payment to all
existing and future indebtedness of the Issuer that is expressly subordinated in right of payment to the Notes. The Notes will be
guaranteed on a senior secured basis by Aston Martin Investments Limited ("AM Investments") and certain of its direct and
indirect subsidiaries (the "Guarantors"). The Notes will be guaranteed on a senior secured basis by each Guarantor (each, a
"Guarantee" and, collectively, the "Guarantees") and will rank equally in right of payment with all existing and future
indebtedness of such Guarantor that is not subordinated in right of payment to such Guarantee and will be senior in right of
payment to all existing and future indebtedness of such Guarantor that is expressly subordinated in right of payment to such
Guarantee. The Notes and the Guarantees will be secured by liens on certain assets that also secure our obligations under the
New Revolving Credit Facility (as defined herein) and certain hedging obligations (if any). Subject to the Agreed Security
Principles (as defined herein), the New Revolving Credit Facility and certain hedging obligations will be secured on a "super
priority" basis and will receive proceeds from the enforcement of the Collateral (as defined herein) ahead of the Notes.
There is currently no public market for the Notes. Application will be made to The Channel Islands Securities Exchange Authority
Limited for the listing of and permission to deal in the Notes on the Official List of the Channel Islands Securities Exchange
Authority Limited.
For a more detailed description of the Notes, see "Description of the Notes" beginning on page 146.
An investment in the Notes involves risks. See "Risk Factors" beginning on page 24.
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 of the United States or any other jurisdiction. The Notes may be
offered only in transactions that are exempt from registration under the U.S. Securities Act or the securities laws of any other
jurisdiction. Accordingly, we are offering the Notes only to "qualified institutional buyers" in reliance on Rule 144A of the U.S.
Securities Act and to non-U.S. persons outside the United States in reliance on Regulation S under the U.S. Securities Act. For
further details about eligible offerees and resale restrictions, see "Transfer Restrictions".
The Notes will be issued in the form of global notes in registered form. See "Book-Entry; Delivery and Form". The Dollar Notes
and the Sterling Notes will be issued in denominations of $200,000 and integral multiples of $1,000 in excess thereof or of
£100,000 and integral multiples of £1,000 in excess thereof, respectively. The Dollar Notes are expected to be delivered to
investors in book-entry form through The Depository Trust Company ("DTC"), and the Sterling Notes are expected to be
delivered to investors in book-entry form through Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking, société
anonyme ("Clearstream"), in each case, on or about April 18, 2017 (the "Issue Date").
Dollar Notes issue price: 100.000% and accrued interest, if any, from the Issue Date.
Sterling Notes issue price: 100.000% and accrued interest, if any, from the Issue Date.
Joint Global Coordinators
J.P. Morgan
Deutsche Bank
Goldman Sachs International
Joint Bookrunners
BofA Merrill Lynch
HSBC
Morgan Stanley
Standard Chartered Bank UniCredit Bank
Offering Memorandum dated March 31, 2017.




Table of contents
Page
Page
Summary . . . . . . . . . . . . . . . . . . . . . . . . . .
1
Description of the Notes . . . . . . . . . . . . .
146
Risk factors . . . . . . . . . . . . . . . . . . . . . . . . .
24
Book-entry; delivery and form . . . . . . . .
234
Use of proceeds . . . . . . . . . . . . . . . . . . . . .
57
Certain tax considerations . . . . . . . . . . . .
240
Capitalization . . . . . . . . . . . . . . . . . . . . . .
58
Certain insolvency and local law
Selected historical consolidated
limitations . . . . . . . . . . . . . . . . . . . . . . .
246
financial and other data . . . . . . . . . . .
59
Transfer restrictions . . . . . . . . . . . . . . . . .
254
Management's discussion and analysis
Plan of distribution . . . . . . . . . . . . . . . . . .
258
of financial condition and results of
Legal matters . . . . . . . . . . . . . . . . . . . . . . .
262
operations . . . . . . . . . . . . . . . . . . . . . . .
62
Independent auditors . . . . . . . . . . . . . . .
263
Industry . . . . . . . . . . . . . . . . . . . . . . . . . . .
84
Where you can find more
Business . . . . . . . . . . . . . . . . . . . . . . . . . . .
90
information . . . . . . . . . . . . . . . . . . . . . .
264
Management . . . . . . . . . . . . . . . . . . . . . . .
116
Enforcement of civil liabilities . . . . . . . .
265
Description of the Issuer . . . . . . . . . . . . .
120
Listing and general information . . . . . .
267
Principal shareholders . . . . . . . . . . . . . . .
122
Annex--Additional EBITDA
Certain relationships and related party
information . . . . . . . . . . . . . . . . . . . . . .
269
transactions . . . . . . . . . . . . . . . . . . . . . .
124
Index to consolidated financial
Description of other financial
statements . . . . . . . . . . . . . . . . . . . . . . .
F-1
arrangements . . . . . . . . . . . . . . . . . . . .
127
i


Important information
You should base your decision to invest in the Notes solely on the information contained in this
Offering Memorandum. Neither we nor the Issuer have authorized anyone to provide any
information or to make any representations other than those contained in this Offering
Memorandum. No dealer, salesperson or other person is authorized to give any information or to
represent anything not contained in this Offering Memorandum and, if given or made, any such
information or representation must not be relied upon as having been authorized by the Issuer,
the Guarantors and the Initial Purchasers, as defined elsewhere in this Offering Memorandum.
You must not rely on any unauthorized information or representations.
We take no responsibility for, and can provide no assurance as to the reliability of, any other
information that others may give you. The information contained in this Offering Memorandum
is current only as of its date. Our business, financial condition, results of operations and prospects
may have changed since that date.
This Offering Memorandum is an offer to sell only the Notes offered hereby, but only under
circumstances and in jurisdictions where it is lawful to do so. No action has been, or will be, taken
to permit a public offering in any jurisdiction where action would be required for that purpose.
Accordingly, the Notes may not be offered or sold, directly or indirectly, nor may this Offering
Memorandum be distributed, in any jurisdiction except in accordance with the legal
requirements applicable in such jurisdiction. You must comply with all laws applicable in any
jurisdiction in which you buy, offer or sell any Notes or possess or distribute this Offering
Memorandum, and you must obtain all applicable consents and approvals. Neither we nor the
Initial Purchasers shall have any responsibility for any of the foregoing legal requirements. See
"Notice to Investors".
This Offering Memorandum is a document that we are providing only to prospective purchasers
of the Notes. You should read this Offering Memorandum before making a decision whether to
purchase the Notes. You must not:
· use this Offering Memorandum for any other purpose; or
· disclose any information in this Offering Memorandum to any other person.
We and the Issuer have prepared this Offering Memorandum, and we and the Issuer are solely
responsible for its contents. This Offering Memorandum is based on information provided by us
and other sources that we believe to be reliable. You are responsible for making your own
examination of us and your own assessment of the merits and risks of investing in the Notes. In
making your investment decision, you should not consider any information in this Offering
Memorandum to be investment, legal or tax advice. You should consult your own counsel,
accountant and other advisors for legal, tax, business, financial and related advice regarding
purchasing the Notes. It should be remembered that the price of securities and the income from
them can fluctuate. 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, receive and review additional information that
you need from us;
· you have made certain acknowledgements, representations and agreements as set forth
under the captions "Transfer Restrictions"; and
· The Initial Purchasers, the Trustee, the Security Agent, the Registrar, the Transfer Agent,
the Calculation Agent and the paying agents, 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.
The Issuer accepts responsibility for the information contained in this Offering Memorandum. To
the best of the knowledge and belief of the Issuer (having taken reasonable care to ensure that
such is the case), the information contained in this Offering Memorandum is in accordance with
the facts in all material respects and does not omit anything likely to affect the import of such
information in any material respect.
The Notes have not been and will not be registered under the U.S. Securities Act or the securities
laws of any state of the United States and are subject to certain restrictions on transfer.
ii


Prospective purchasers in the United States are hereby notified that the sellers of the Notes may
be relying on the exemption from Section 5 of the U.S. Securities Act provided by Rule 144A
under the U.S. Securities Act. For a description of these and certain other restrictions on offers,
sales and transfers of the Notes and the distribution of this Offering Memorandum, see "Notice
to Investors" and "Transfer Restrictions". By purchasing any Notes, you will be deemed to have
represented and agreed to all of the provisions contained in those sections of this Offering
Memorandum.
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN RECOMMENDED BY ANY UNITED STATES
FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE,
THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE
ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
The distribution of this Offering Memorandum and the offering and sale of the Notes in certain
jurisdictions may be restricted by law. The Issuer and the Initial Purchasers require persons into
whose possession this Offering Memorandum comes to inform themselves about and to observe
any such restrictions, and neither the Issuer nor the Initial Purchasers shall have any responsibility
therefor. This Offering Memorandum does not constitute an offer of, or an invitation to
purchase, any of the Notes in any jurisdiction in which such offer or invitation would be
unlawful. For a description of certain restrictions on offers, sales and resales of Notes and
distribution of this Offering Memorandum, see "Notice to Investors".
The Jersey Financial Services Commission (the "Commission") has given, and has not withdrawn,
or will have given prior to the issue of the Notes and not withdrawn, its consent under Article 4
of the Control of Borrowing (Jersey) Order 1958 to the issue of the Notes. The Commission is
protected by the Control of Borrowing (Jersey) Law 1947, as amended, against liability arising
from the discharge of its functions under that law. A copy of this Offering Memorandum has
been delivered to the registrar of companies in Jersey (the "Jersey Registrar") in accordance with
Article 5 of the Companies (General Provisions) (Jersey) Order 2002, and the Jersey Registrar has
given, and has not withdrawn, his consent to its circulation. It must be distinctly understood that,
in giving these consents, neither the Jersey Registrar nor the Commission takes any responsibility
for the financial soundness of the Issuer or for the correctness of any statements made, or
opinions expressed, with regard to it.
The Notes are subject to restrictions on transferability and resale and may not be transferred or
resold except as permitted under the U.S. Securities Act and all other applicable securities laws.
See "Plan of Distribution" and "Notice to Investors". You should be aware that you may be
required to bear the financial risks of this investment for an indefinite period of time.
We have prepared this Offering Memorandum solely for use in connection with this offering. In
the United States, you may not distribute this Offering Memorandum or make copies of it
without our prior written consent other than to people you have retained to advise you in
connection with this offering.
This Offering Memorandum summarizes material documents and other information, and we
refer you to them for a more complete understanding of what we discuss in this Offering
Memorandum. In making an investment decision, you must rely on your own examination of our
company and the terms of the offering and the Notes, including the merits and risks involved.
See "Where You Can Find More Information". You should not consider any information in this
document to be legal, business or tax advice regarding an investment in the Notes.
We reserve the right to withdraw the offering of the Notes at any time, 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 the Notes sought by such
purchaser. Any Initial Purchaser and certain affiliates may acquire for their own account a
portion of the Notes.
Application will be made to the Channel Islands Securities Exchange Authority Limited for the
listing of and permission to deal in the Notes on the Official List of the Channel Islands Securities
Exchange Authority Limited, and the Issuer will submit this Offering Memorandum to the
Channel Islands Securities Exchange Authority Limited in connection with the listing application.
In the course of any review by the Channel Islands Securities Exchange Authority Limited, the
iii


Issuer may be requested to make changes to the financial and other information included in this
Offering Memorandum in producing a listing document for such listing. Comments by the
Channel Islands Securities Exchange Authority Limited may require significant modification to or
reformulation of information contained in this Offering Memorandum or may require the
inclusion of additional information. The Issuer may also be required to update the information in
this Offering Memorandum to reflect changes in its business, financial condition or results of
operations and prospects. The Issuer cannot guarantee that its application for listing of and
permission to deal in the Notes on the Official List of the Channel Islands Securities Exchange
Authority Limited will be approved as of the date of issuance of the Notes or any date thereafter,
and settlement of the Notes is not conditioned on obtaining this listing.
See "Risk Factors", immediately following the "Summary", for a description of some important
factors relating to an investment in the Notes offered by this Offering Memorandum.
Stabilization
IN CONNECTION WITH THE ISSUE OF THE NOTES, J.P. MORGAN SECURITIES LLC (IN RESPECT OF
THE DOLLAR NOTES) AND J.P. MORGAN SECURITIES PLC (IN RESPECT OF THE STERLING NOTES)
(TOGETHER, THE "STABILIZING MANAGERS") (OR ANY PERSON(S) ACTING ON BEHALF OF THE
STABILIZING MANAGERS) MAY OVER-ALLOT NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO
SUPPORTING THE MARKET PRICES OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT
OTHERWISE PREVAIL. HOWEVER, THERE CAN BE NO ASSURANCES THAT THE STABILIZING
MANAGERS (OR ANY PERSON(S) ACTING ON BEHALF OF A STABILIZING MANAGER OR
STABILIZING MANAGERS) 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 investors
Notice to U.S. investors
Each purchaser of Notes will be deemed to have made the representations, warranties and
acknowledgements that are described in this Offering Memorandum under "Transfer
Restrictions." The Notes have not been and will not be registered under the U.S. Securities Act or
the securities laws of any state of the United States and are subject to certain restrictions on
transfer and resale. Prospective purchasers are hereby notified that the seller of any new Note
may be relying on the exemption from the provisions of Section 5 of the U.S. Securities Act
provided by Rule 144A under the U.S. Securities Act. For a description of certain further
restrictions on resale or transfer of the Notes, see "Transfer Restrictions." 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 new Note to the
public.
Notice to prospective investors in Canada
The Notes may be sold only to purchasers purchasing, or deemed to be purchasing, as principal
that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or
subsection 73.3(1) of the Securities Act (Ontario), or section 1.1 of National Instrument 45-106
Prospectus Exemptions and are permitted clients, as defined in National Instrument 31-103
Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the
Notes must be made in accordance with an exemption from, or in a transaction not subject to,
the prospectus requirements of applicable securities laws.
Securities legislation in certain provinces or territories of Canada may provide a purchaser with
remedies for rescission or damages if this Offering Memorandum (including any amendment
thereto) contains a misrepresentation, provided that the remedies for rescission or damages are
exercised by the purchaser within the time limit prescribed by the securities legislation of the
iv


purchaser's province or territory. The purchaser should refer to any applicable provisions of the
securities legislation of the purchaser's province or territory for particulars of these rights or
consult with a legal advisor.
Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the
initial purchasers are not required to comply with the disclosure requirements of NI 33-105
regarding underwriter conflicts of interest in connection with this offering.
Notice to European economic area investors
In relation to each member state of the EEA which 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 (the "Relevant Implementation Date"), it has not made and will not
make an offer of Notes which are the subject of the offering contemplated by this Offering
Memorandum to the public in that Relevant Member State other than:
(a)
to any legal entity which is a qualified investor as defined in the Prospectus Directive;
(b)
to fewer than 150 natural or legal persons (other than qualified investors as defined in
the Prospectus Directive), as permitted under the Prospectus Directive, subject to
obtaining the prior consent of the relevant Initial Purchaser or Initial Purchasers
nominated by the Issuer for any such offer; or
(c)
in any other circumstances falling within Article 3(2) of the Prospectus Directive;
provided that no such offer of the Notes shall require the publication by the Issuer or
any Initial Purchaser of a prospectus pursuant to Article 3 of the Prospectus Directive
or supplement a prospectus pursuant to Article 16 of the Prospective Directive other
than in reliance of Article 3(2)(b).
For the purposes of this provision, 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 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, the expression "Prospectus Directive" means Directive 2003/71/EC) (as
amended, including by Directive 2010/73/EU), and includes any relevant implementing measure in
the 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 Issuer, the Initial
Purchasers and their affiliates, and others will rely upon the trust 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.
Notice to certain UK investors
This Offering Memorandum is directed solely at persons who (i) are outside the United Kingdom,
(ii) are investment professionals, as such term is defined in Article 19(5) of the Financial
Promotion Order, (iii) are persons falling within Article 49(2)(a) to (d) of the Financial Promotion
Order, or (iv) are persons to whom an invitation or inducement to engage in investment activity
(within the meaning of section 21 of the FSMA) 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 Offering Memorandum must not be acted
on or relied on by persons who are not relevant persons. Any investment or investment activity to
which this Offering Memorandum relates is available only to relevant persons and will be
engaged in only with relevant persons. Any person who is not a relevant person should not act or
rely on this Offering Memorandum or any of its contents.
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Notice to investors in Austria
This Offering Memorandum has not been or will not be approved and/or published pursuant to
the Austrian Capital Markets Act (Kapitalmarktgesetz), as amended. Neither this Offering
Memorandum nor any other document connected therewith constitutes a prospectus according
to the Austrian Capital Markets Act and no prospectus is required in accordance with Directive
2003/71/EC. Neither this Offering Memorandum nor any other document connected therewith
may be distributed, passed on or disclosed to any other person in Austria. No steps may be taken
that would constitute a public offering of the Notes in Austria and the offering of the Notes may
not be advertised in Austria. Any offer of the Notes in Austria will be made only in compliance
with the provisions of the Austrian Capital Markets Act and all other laws and regulations in
Austria applicable to the offer and sale of the Notes in Austria. 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 3 paragraph 1 number 11 Austrian Capital Markets Act.
Notice to investors in Belgium
This Offering Memorandum relates to a private placement of the Notes and does not constitute
an offer or solicitation to the public in Belgium to subscribe for or acquire the Notes. The
Offering has not been and will not be notified to, and this Offering Memorandum has not been,
and will not be, approved by the Belgian Financial Services and Markets Authority (Autoriteit
voor Financiële Diensten en Markten/Autorité des Services et Marchés Financiers) pursuant to the
Belgian laws and regulations applicable to the public offering of notes. Accordingly, the
Offering, as well as any other materials relating to the Offering may not be advertised, the Notes
may not be offered or sold, and this Offering Memorandum or any other information circular,
brochure or similar document may not be distributed, directly or indirectly, (i) to any other
person located and/or resident in Belgium other than in circumstances which do not constitute an
offer to the public in Belgium pursuant to the Belgian Act of 16 June 2006 on the public offering
of investment instruments and the admission of investment instruments to trading on a
regulated market or pursuant to the Belgian Act of 3 August 2012 on certain forms of collective
management of investment portfolios or (ii) to any person qualifying as a consumer within the
meaning of the Book VI of the Belgian Code of Economic Law (the "Belgian Code"), unless such
sale is made in compliance with the Belgian Code and its implementing regulation. This Offering
Memorandum has been issued to the intended recipient for personal use only and exclusively for
the purpose of the offer. Therefore it may not be used for any other purpose, or passed on to
any other person in Belgium.
Notice to investors in 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 (offre au public de titres financiers) 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") and therefore has not been and will not be submitted to the AMF for
prior approval or otherwise and does not require a prospectus to be submitted for approval to
the AMF. Consequently, the Notes may not be, directly or indirectly, offered or sold to the public
in France, 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 pursuant to article L. 411-2-II of the French Code
monétaire et financier 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 le compte de tiers) and/or to qualified investors (investisseurs qualifiés) acting
for their own account and/or to a restricted circle of investors (cercle restreint d'investisseurs)
acting for their own account, all as defined in and in accordance with 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) qualified investors (investisseurs qualifiés) and any
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