Obligation Antolin Group 4.75% ( XS1046537665 ) en EUR

Antolin Group

100 % ▼

Espagne

XS1046537665 ( en EUR )

4.75% par an ( paiement annuel )

01/04/2021 - Obligation échue

Prospectus brochure de l'obligation Grupo Antolin XS1046537665 en EUR 4.75%, échue

100 000 EUR

400 000 000 EUR

Grupo Antolin est un fournisseur mondial de premier plan de systèmes intérieurs automobiles, spécialisé dans la conception, le développement et la fabrication de pièces telles que les panneaux de porte, les tableaux de bord et les plafonds.

L'Obligation émise par Antolin Group ( Espagne ) , en EUR, avec le code ISIN XS1046537665, paye un coupon de 4.75% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 01/04/2021

OFFERING MEMORANDUM
NOT FOR GENERAL CIRCULATION
IN THE UNITED STATES

Grupo Antolin Dutch B.V.
400 million 4.75% Senior Secured Notes due 2021

Grupo Antolin Dutch B.V., a private limited liability company (besloten vennootschap met beperkte
aansprakelijkheid) incorporated and existing under the laws of the Netherlands (the "Issuer"), issued 400 million 4.75%
Senior Secured Notes due 2021 (the "notes"). Interest will be paid on the notes semi-annually in arrears in cash on
April 1 and October 1 of each year, commencing October 1, 2014.
The notes will mature on April 1, 2021. Prior to April 1, 2017, the Issuer may redeem the notes in whole or in
part at any time at a redemption price equal to 100% of the principle amount thereof, plus accrued and unpaid interest
and additional amounts, if any, plus the applicable "make whole" premium, as described herein. In addition, prior to
April 1, 2017, the Issuer may redeem at its option up to 40% of aggregate principal amount of the notes with the net cash
proceeds from certain equity offerings at the redemption price set forth in this offering memorandum. At any time on or
after April 1, 2017, the Issuer will be entitled at its option to redeem all or a portion of the notes, upon not less than 30
nor more than 60 days' notice, at the applicable redemption price set forth in this offering memorandum. The Issuer may
redeem all of the notes, at any time, at a price equal to their principal amount plus accrued and unpaid interest, if any, and
additional amounts, if any, upon the occurrence of certain changes in applicable tax law.
The notes are senior obligations of the Issuer secured by (i) a first-ranking pledge over 32.6% of the shares of
Grupo Antolín-Irausa, S.A. (the "Company") held by Castilfale Gestión, S.A.U ("HoldCo2") (the "Initial Collateral")
and (ii) a first-ranking pledge over 67.4% of the shares of the Company held by Grupo Antolín Holdco, S.L.U
("HoldCo1") (the "Post Closing Collateral" and, together with the Initial Collateral, the "Collateral"). The Initial
Collateral will be granted within 15 business days from the date of the issuance of the notes. As of the date of the
issuance of the notes, HoldCo1 is a sociedad de responsabilidad limitada incorporated in Spain. Under Spanish law, we
must convert HoldCo1 to a sociedad anónima before HoldCo1 can grant a pledge of any of its assets for the benefit of
the noteholders. We have undertaken to convert HoldCo1 into a sociedad anónima as soon as practicable. Following such
conversion, the notes are secured by the Collateral. If the noteholders do not benefit from a pledge of 100% of the shares
of the Company by December 31, 2014, the interest rate payable on the notes will be subject to an increase of 0.50% per
annum of the aggregate principal amount of the notes, which shall apply to each subsequent interest payment of the notes
to each noteholder from January 1, 2015, until such date in which the Collateral is granted, upon which such increase
shall expire. See "Description of the Notes--Principal, Maturity and Interest and Payment of the Notes--Interest Rate
Adjustments." The notes will rank equally in right of payment with all of the Issuer's existing and future senior debt and
senior to any of its existing or future subordinated debt. The Company and certain of its subsidiaries (with the Company,
the "Guarantors") will guarantee the notes (the "Guarantees"). Local laws may limit your rights to enforce certain
guarantees, and, in addition, your rights with respect to the notes and the Guarantees will be subject to an intercreditor
agreement (the "Intercreditor Agreement") entered into with, among others, lenders under our senior term facilities and
revolving credit facility (the "Senior Facilities Agreement"). See "Annex A--Senior Facilities Agreement" for a copy of
the Senior Facilities Agreement substantially in the form in which it will be executed and "Annex B--Intercreditor
Agreement" for a copy of the Intercreditor Agreement substantially in the form in which it will be executed.
The Guarantees, as well as certain claims against the Issuer and the Guarantors, will be subject to significant
contractual and legal limitations. In particular, the Guarantees of Grupo Antolín Lusitânia -Componentes
Automóvel, S.A. and Grupo Antolín Valença-Componentes Automóvel, S.U.L. will be limited to a maximum amount of
17.8 million and 4.7 million, respectively and will be governed by English law pursuant to the Intercreditor
Agreement. Furthermore, the Guarantees may be released under certain circumstances.

This offering memorandum constitutes a prospectus for the purpose of the Luxembourg law dated July 10, 2005
on Prospectuses for Securities, as amended, and includes information on the terms of the notes, including redemption and
repurchase prices, covenants and transfer restrictions.
There is currently no public market for the notes. An application has been made to have the notes admitted to
the Official List of the Luxembourg Stock Exchange for trading on the Euro MTF Market ("Euro MTF").
Investing in the notes involves a high degree of risk. See "Risk Factors" beginning on page 27 for a
discussion of certain risks that you should consider in connection with an investment in any of the notes.

Issue price for the notes: 100.00%
plus accrued interest, if any, from the issue date.

This offering memorandum does not constitute an offer to sell, or the solicitation of an offer to buy,
securities in any jurisdiction where such offer or solicitation is unlawful. The notes have not been and will not be
registered under the US federal or state securities laws or the securities laws of any other jurisdiction and may not
be offered or sold within the US or to, or for the account or benefit of, US persons (as defined in Regulation S
under the US Securities Act of 1933 ("Regulation S"), as amended (the "Securities Act")), except pursuant to an
exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.
Accordingly, the Initial Purchasers named below are offering the notes only to "qualified institutional buyers"
("QIBs"), as defined in Rule 144A under the Securities Act ("Rule 144A"), in reliance on Rule 144A, and to
persons outside the US in reliance on Regulation S. See "Notice to Investors" and "Transfer Restrictions" for
further details about eligible offerees and resale restrictions.
The notes were ready for delivery, in book-entry form only, through Euroclear Bank SA/NV ("Euroclear") and
Clearstream Banking société anonyme ("Clearstream") on March 21, 2014.

Bookrunners
Deutsche Bank
Banco Popular Español, S.A.
Bankia
Bankinter
BBVA
BNP Paribas

CaixaBank
Sabadell
Santander
Co-Managers

Banca March
Espírito Santo Investment Bank

The date of this offering memorandum is May 16, 2014

TABLE OF CONTENTS

Page
NOTICE TO INVESTORS ............................................................................................................................................................
ii
USE OF TERMS AND CONVENTIONS ......................................................................................................................................
viii
FORWARD LOOKING STATEMENTS ......................................................................................................................................
xii
PRESENTATION OF FINANCIAL AND OTHER DATA...........................................................................................................
xiv
EXCHANGE RATE AND CURRENCY INFORMATION ..........................................................................................................
xvi
SUMMARY ...................................................................................................................................................................................
1
THE OFFERING ............................................................................................................................................................................
14
RISK FACTORS ............................................................................................................................................................................
27
USE OF PROCEEDS .....................................................................................................................................................................
53
CAPITALIZATION .......................................................................................................................................................................
54
SELECTED CONSOLIDATED FINANCIAL AND OTHER INFORMATION ..........................................................................
56
OPERATING AND FINANCIAL REVIEW AND PROSPECTS .................................................................................................
61
INDUSTRY ....................................................................................................................................................................................
91
BUSINESS .....................................................................................................................................................................................
97
MANAGEMENT ...........................................................................................................................................................................
128
SHAREHOLDERS AND CERTAIN TRANSACTIONS ..............................................................................................................
131
DESCRIPTION OF OTHER INDEBTEDNESS ............................................................................................................................
133
DESCRIPTION OF THE NOTES ..................................................................................................................................................
142
BOOK-ENTRY, DELIVERY AND FORM ...................................................................................................................................
206
TAXATION ...................................................................................................................................................................................
209
CERTAIN ERISA CONSIDERATIONS .......................................................................................................................................
222
PLAN OF DISTRIBUTION ...........................................................................................................................................................
224
TRANSFER RESTRICTIONS .......................................................................................................................................................
227
LEGAL MATTERS .......................................................................................................................................................................
231
INDEPENDENT AUDITORS .......................................................................................................................................................
231
WHERE YOU CAN FIND MORE INFORMATION ....................................................................................................................
231
ENFORCEABILITY OF CIVIL LIABILITIES .............................................................................................................................
232
LISTING AND GENERAL INFORMATION ...............................................................................................................................
234
INDEX TO FINANCIAL INFORMATION ..................................................................................................................................
F-1
ANNEX A: SENIOR FACILITIES AGREEMENT ......................................................................................................................
A-i
ANNEX B: INTERCREDITOR AGREEMENT ............................................................................................................................
B-i

i

NOTICE TO INVESTORS
THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OR
ANY STATE SECURITIES LAWS AND, SUBJECT TO CERTAIN EXCEPTIONS, MAY NOT BE OFFERED OR
SOLD IN THE US OR TO US PERSONS. SEE "PLAN OF DISTRIBUTION" AND "TRANSFER RESTRICTIONS".
INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF
THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. PROSPECTIVE PURCHASERS ARE HEREBY
NOTIFIED THAT THE SELLER OF ANY SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE
PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A.
No dealer, salesperson or other person has been authorized to give any information or to make any
representation 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, any of its affiliates or the Initial Purchasers or their
respective affiliates. This offering memorandum does not constitute an offer of any securities other than those to which it
relates or an offer to sell, or a solicitation of an offer to buy, to any person in any jurisdiction where such an offer or
solicitation would be unlawful. Neither the delivery of this offering memorandum nor any sale made under it shall, under
any circumstances, create any implication that there has been no change in the affairs of the Issuer since the date of this
offering memorandum or that the information contained in this offering memorandum is correct as of any time
subsequent to that date.
By receiving this offering memorandum, investors acknowledge that they have had an opportunity to request for
review, and have received, all additional information they deem necessary to verify the accuracy and completeness of the
information contained in this offering memorandum. Investors also acknowledge that they have not relied on the Initial
Purchasers in connection with their investigation of the accuracy of this information or their decision whether to invest in
the notes.
The contents of this offering memorandum may only be used for the purpose for which this offering
memorandum has been published and are not to be considered legal, business, financial, investment, tax or other advice.
Prospective investors should consult their own counsel, accountants and other advisors as to legal, business, financial,
investment, tax and other aspects of a purchase of the notes. In making an investment decision, investors must rely on
their own examination of the Issuer and its affiliates, the terms of the offering of the notes and the merits and risks
involved.
This offering is being made in reliance upon exemptions from registration under the Securities Act for an offer
and sale of securities that does not involve a public offering. The notes are subject to restrictions on transferability and
resale and may not be transferred or resold except as permitted under the Securities Act and applicable securities laws of
any other jurisdiction pursuant to registration or exemption therefrom. If you purchase the notes, you will be deemed to
have made certain acknowledgments, representations and warranties as detailed under "Transfer Restrictions". The notes
have not been and will not be registered with, recommended by or approved by the US Securities and Exchange
Commission (the "SEC") or any other US federal, state or foreign securities commission or regulatory authority, nor has
the SEC or any such commission or regulatory authority reviewed or passed upon the accuracy or adequacy of this
offering memorandum. Any representation to the contrary is a criminal offense in the United States.
The Initial Purchasers and Deutsche Trustee Company Limited (the "Trustee") make no representations or
warranties, express or implied, as to the accuracy or completeness of the information contained in this offering
memorandum. Nothing contained in this offering memorandum is, or shall be relied upon as, a promise or representation
by the Initial Purchasers of the Trustee as to the past or future.
We have prepared this offering memorandum solely for use in connection with the offer of the notes to QIBs
under Rule 144A and to non-US persons (within the meaning of Regulation S) outside the United States under
Regulation S.
The Issuer reserves the right to withdraw the offering of the notes at any time. The Issuer and the Initial
Purchasers reserve the right to reject any offer to purchase the notes in whole or in part for any reason or for no reason
and to allot to any prospective purchaser less than the full amount of the notes sought by such purchaser.
The laws of certain jurisdictions may restrict the distribution of this offering memorandum and the offer and sale
of the notes. Persons into whose possession this offering memorandum or any of the notes come must inform themselves
about, and observe, any such restrictions. None of the Issuer, the Initial Purchasers, the Trustee or their respective
representatives are making any representation to any offeree or any purchaser of the notes regarding the legality of any
investment in the notes by such offeree or purchaser under applicable investment or similar laws or regulations. For a
further description of certain restrictions on the offering and sale of the notes and the distribution of this offering
ii

memorandum, see "Notice to Investors in the European Economic Area", "Notice to Certain Other European Investors"
and "Transfer Restrictions".
To purchase the notes, investors must comply with all applicable laws and regulations in force in any
jurisdiction in which investors purchase, offer or sell the notes or possess or distribute this offering memorandum.
Investors must also obtain any consent, approval or permission required by such jurisdiction for investors to purchase,
offer or sell any of the notes under the laws and regulations in force in any jurisdiction to which investors are subject.
None of the Issuer, its affiliates, the Trustee or the Initial Purchasers or their respective affiliates will have any
responsibility therefor.
No action has been taken by the Initial Purchasers, the Issuer or any other person that would permit an offering
of the notes or the circulation or distribution of this offering memorandum or any offering material in relation to the
Issuer or its affiliates or the notes in any country or jurisdiction where action for that purpose is required.
The notes will only be issued in fully registered form and in denominations of 100,000 and integral multiples
of 1,000 in excess thereof. Notes sold to QIBs in reliance on Rule 144A will initially be represented by one or more
global notes in registered form without interest coupons attached (the "Rule 144A Global Notes"). Notes sold to non-US
persons outside the US in reliance on Regulation S will be represented by one or more global notes in registered form
without interest coupons attached (the "Regulation S Global Notes" and, together with the Rule 144A Global Notes, the
"Global Notes"). The Global Notes were deposited, on the date of issuance of the notes with, or on behalf of, a common
depositary for the accounts of the Euroclear and Clearstream and registered in the name of the nominee of the common
depositary. Prior to the date that is 40 days after the later of the commencement of the offering or the date of issuance of
the notes, beneficial interests in a Regulation S Global Note may not be able to be offered, sold or delivered to, or for the
account or benefit of, US persons pursuant to restrictions under the US federal securities laws. See "Book-Entry,
Delivery and Form".
We accept responsibility for the information contained in this offering memorandum. To the best of our
knowledge and belief (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. We accept responsibility accordingly.
IN CONNECTION WITH THIS ISSUE, DEUTSCHE BANK AG, LONDON BRANCH (THE
"STABILIZING MANAGER") (OR PERSONS ACTING ON BEHALF OF THE STABILIZING MANAGER) MAY
OVER-ALLOT OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE
NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL FOR A LIMITED PERIOD
AFTER THE DATE OF ISSUANCE OF THE NOTES. HOWEVER, THERE IS NO OBLIGATION ON THE
STABILIZING MANAGER (OR PERSONS ACTING ON BEHALF OF THE STABILIZING MANAGER) TO
UNDERTAKE SUCH ACTION. SUCH STABILIZING ACTION MAY BEGIN ON OR AFTER THE DATE ON
WHICH ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE OFFER OF THE NOTES TAKES PLACE
AND, IF BEGUN, MAY BE DISCONTINUED AT ANY TIME BUT MUST END NO LATER THAN THE EARLIER
OF 30 DAYS AFTER THE DATE OF ISSUANCE OF THE NOTES AND 60 DAYS AFTER THE DATE OF THE
ALLOTMENT OF THE NOTES. ANY STABILIZING ACTION OR OVER ALLOTMENT MUST BE CONDUCTED
BY THE STABILIZING MANAGER (OR PERSONS ACTING ON BEHALF OF THE STABILIZING MANAGER)
IN ACCORDANCE WITH ALL APPLICABLE LAWS AND REGULATIONS. FOR A DESCRIPTION OF THESE
ACTIVITIES, SEE "PLAN OF DISTRIBUTION".
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,
ANNOTATED, 1955, AS AMENDED, ("RSA 421-B") 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 RSA 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 OF
NEW HAMPSHIRE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATION 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.
iii

NOTICE TO INVESTORS IN THE EUROPEAN ECONOMIC AREA
This offering memorandum has been prepared on the basis that all offers of the notes were made pursuant to an
exemption under Article 3 of Directive 2003/71/EC (the "Prospectus Directive", as implemented in Member States of the
European Economic Area (the "EEA") and any amendments thereto, including the 2010 Prospectus Directive Amending
Directive, to the extent implemented in the Relevant Member State), from the requirement to produce and publish a
prospectus for offers of the notes. Accordingly, any person making or intending to make any offer within the EEA of the
notes should only do so in circumstances in which no obligations arise for us or any of the Initial Purchasers to produce a
prospectus for such offer. Neither we nor the Initial Purchasers have authorized, nor do we or they authorize, the making
of any offer of notes through any financial intermediary, other than offers made by the Initial Purchasers, which
constitute a final placement of the notes contemplated in this offering memorandum.
In relation to each Member State of the EEA that 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"), an offer is not being made and will not be made to the
public of any notes which are the subject of this offering contemplated by this offering memorandum in that Relevant
Member State, other than:
(i)
to any legal entity which is a "qualified investor" as defined in the Prospectus Directive;
(ii)
to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010
Prospectus Directive Amending Directive, 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 Initial Purchasers nominated by the Issuer for any such offer; or
(iii)
in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such
offer of the notes shall require us or the Initial Purchasers to publish a prospectus pursuant to Article 3
of the Prospectus Directive.
For the purposes of this provision, the expression "offer of the notes to the public" in relation to the 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, and includes any relevant implemented measure in each Relevant Member State, and the
expression 2010 Prospectus Directive Amending Directive means Directive 2010/73/EU.
NOTICE TO CERTAIN OTHER EUROPEAN INVESTORS
Spain
The notes may not be sold, offered or distributed to persons in Spain, except in circumstances which do not
constitute a public offer (oferta pública) of securities in Spain, 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). Neither the notes, this offering nor this offering memorandum and its contents have been
approved or registered with the Spanish Securities and Exchange Commission (Comisión Nacional del Mercado de
Valores), and therefore it is not intended for the public offering of notes in Spain.
United Kingdom
This offering memorandum is directed solely at:
(i)
persons who are outside the United Kingdom;
(ii)
persons who 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 "Order");
(iii)
high net worth entities, and other persons to whom it may lawfully be communicated, falling within
Article 49(2)(a) to (d) of the Order; and
(iv)
persons to whom an invitation or inducement to engage in investment activity (within the meaning of
section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any
notes may otherwise lawfully be communicated or caused to be communicated,
(all such persons in (i), (ii), (iii) and (iv) above together being referred to as "relevant persons").
iv

Any investment or investment activity to which this offering memorandum relates will only be available to and
will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this
offering memorandum.
France
This offering memorandum has not been prepared 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 "AMF") and therefore has not been and will not be
submitted for clearance to the AMF. Consequently, the notes are not being offered, directly or indirectly, to the public in
France and this offering memorandum has not been and will not be released, issued or distributed or caused to be
released, issued or distributed to the public in France. Offers, sales and distributions of the notes in France will be made
only to qualified investors (investisseurs qualifiés) acting for their own accounts or to a closed circle of investors (cercle
restreint d'investisseurs) acting for their own accounts or to providers of the investment service of portfolio management
for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour le
compte de tiers) as defined in, and in accordance with, Articles L.411-2 and D.411-1 to D.411-4, D.744-1, D.754-1 and
D.764-1 of the French Code monétaire et financier. The notes may only be offered, directly or indirectly, to the public in
France, 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.
Germany
The offering of the notes is not a public offering in the Federal Republic of Germany. The notes may be offered
and sold in the Federal Republic of Germany only in accordance with the provisions of the Securities Prospectus Act of
the Federal Republic of Germany (Wertpapierprospektgesetz) (the "German Securities Prospectus Act") and any other
applicable German law. Consequently, 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 German Securities Prospectus Act. Any resale of the
notes in Germany may only be made in accordance with the German Securities Prospectus Act and other applicable laws.
We have not, and do not intend to, file a securities prospectus with the German Federal Financial Supervisory Authority
(Bundesanstalt für Finanzdienstleistungsaufsicht) ("BaFin") or obtain a notification to BaFin from another competent
authority of a Member State of the European Economic Area, with which a securities prospectus may have been filed,
pursuant to Section 17 Para. 3 of the German Securities Prospectus Act.
Italy
This offering memorandum has not been, nor will be, published in the Republic of Italy ("Italy") in connection
with the offering of the notes and such offering of the notes has not been, nor will be, registered with the Commissione
Nazionale per le Società e la Borsa ("Consob") in Italy pursuant to Legislative Decee no. 58 of February 24, 1998 as
amended (the "Financial Services Act") and to Consob Regulation no. 11971 of May 14, 1999 as amended (the "Issuers
Regulation") and, accordingly, no notes may, and will, be offered, sold, transferred or delivered, directly or indirectly in
an offer to the public in Italy, nor may, or will, copies of this offering memorandum or of any other document relating to
the notes be distributed in Italy, except:
(i)
to qualified investors (operatori qualificati), as defined in Article 34-ter, paragraph 1(b), of Issuers
Regulation; or
(ii)
in other circumstances which are exempted from the rules governing offers to the public pursuant to,
and in accordance with, the conditions set out in Article 100 of the Financial Services Act and its
implementing regulations including Article 34-ter, first paragraph, of Issuers Regulation.
The Netherlands
The notes which are the subject of the offering contemplated by this offering memorandum, have not, may not
and will not be offered to the public in the Netherlands, other than exclusively to qualified investors (gekwalificeerde
beleggers) as defined in section 1:1 of the Dutch Act on the financial supervision (Wet op het financieel toezicht or the
"AFS").
Each purchaser of notes described in this offering memorandum located in the Netherlands will be deemed to
have represented, acknowledged and agreed that it is a qualified investor (gekwalificeerde beleggers) as defined in
section 1:1 of the AFS.
For the purposes of this provision, the expression an "offer of notes to the public" in relation to any notes in the
Netherlands means to make a sufficiently specific offer addressed to more than one person as referred to in
section 217(1) of Book 6 of the Dutch Civil Code to conclude a contract to purchase or otherwise acquire the notes, or to
issue an invitation to make an offer of the notes.
v

USE OF TERMS AND CONVENTIONS
Unless otherwise specified or the context requires otherwise in this offering memorandum:
·
references to "Additional Guarantors" are to Grupo Antolín-Álava, S.L.U., Grupo Antolín-Ara, S.L.U.,
Grupo Antolín-Magnesio, S.L.U and Grupo Antolín-Vigo, S.L.U., which will unconditionally guarantee the
notes immediately following each entity's conversion into a sociedad anónima (see "Summary--The
Offering--Guarantors");
·
references to "ADE" are to the Agencia de Innovación, Financiación e Internacionalización Empresarial de
Castilla y León, a public company wholly-owned by the regional government of Castilla y León;
·
references to "ADE Facility" are to the facility dated October 22, 2012, between ADE and the Company,
for an amount up to 70.0 million;
·
references to "APAC" are to Australia, China, India, Indonesia, Japan, Korea, Malaysia, Philippines,
Taiwan and Thailand, collectively;
·
references to "Avot" are to Avot Inversiones, S.L.;
·
references to "Bankia Loan" are to the loan dated April 30, 2013 between Bankia, S.A. and the Company
for an amount of up to 10.0 million;
·
references to "Bridge Facility" are to the Bridge Facility Agreement dated December 12, 2013, between the
Company, as borrower, certain of its subsidiaries, as guarantors, and Banco Bilbao Vizcaya
Argentaria, S.A., as agent of the several lenders named therein;
·
references to "CHMSL" are to center high mounted stop lamps;
·
references to "CO" are to carbon monoxide;
·
references to "Collateral" are to the Initial Collateral and the Post Closing Collateral. See "Summary--
Summary corporate and financing structure";
·
references to "Company" are to Grupo Antolín-Irausa, S.A.;
·
references to "DRL" are to daytime running lamps;
·
references to "Eastern Europe" are to the following countries: Belarus, Bulgaria, Czech Republic, Hungary,
Kazakhstan, Poland, Romania, Russia, Serbia, Slovakia, Slovenia, Turkey, Ukraine and Uzbekistan;
·
references to "EEA" are to the European Economic Area;
·
references to "EBRD" are to the European Bank for Reconstruction and Development;
·
references to "EBRD Facility" are to the loan agreement dated April 16, 2012, between Grupo
Antolín-Saint Petersburg and the EBRD for an amount of up to 6.0 million;
·
references to "EIB" are to the European Investment Bank;
·
references to "emerging markets" and "emerging economies" are to growth markets and growth economies,
excluding the US;
·
references to "EU" are to the European Union;
·
references to "EUR", "euro(s)" and "" are to the currency of those countries in the European Union that
form part of the common currency of the euro;
·
references to "Europe" are to Western Europe and Eastern Europe;
·
references to "GHG" are to greenhouse gas;
vi

·
references to "Factoring Agreement" are to the syndicated factoring agreement dated December 1, 2010, as
amended, by and among the Company and Banco Bilbao Vizcaya Argentaria, S.A., as agent in respect of
several financial institutions;
·
references to "Funding Loan" are to the loan from the Issuer to the Company made on the date of issuance
of the notes pursuant to the Funding Loan Agreement, the principal amount of which shall be equal to the
aggregate principal amount of the notes issued on the date of issuance of the notes;
·
references to "Funding Loan Agreement" are to the funding loan agreement, dated on the date of issuance
of the notes, by and between the Issuer, as lender, and the Company, as borrower, pursuant to which the
Issuer will extend the Funding Loan to the Company;
·
references to "GBP", "pound(s)" and "£" are to the currency of the United Kingdom;
·
references to "Group", "Grupo Antolín", "we", "us" and "our" are to the Company together with its
consolidated subsidiaries;
·
references to "growth markets" and "growth economies" are to economies where we are experiencing
increasing demand for our products and which include the US, Mexico, Brazil, Turkey, Russia, China, India
and Thailand;
·
references to "Guarantees" are to the unconditional guarantees of the notes to be granted by the Guarantors,
more specifically set out in "Summary--Summary corporate and financing structure";
·
references to "Guarantors" are to the Company, the Initial Guarantors and the Additional Guarantors (see
"Summary--The Offering--Guarantors");
·
references to "HoldCo1" are to Grupo Antolín Holdco, S.L.U;
·
references to "HoldCo2" are to Castilfale Gestión, S.A.U.;
·
references to "Initial Collateral" are to the first-ranking pledge over 32.6% of the shares of the Company
held by HoldCo2, which will be delivered within 15 business days of the date of the issuance of the notes;
·
references to "IFRS" are to the International Financial Reporting Standards promulgated by the
International Accounting Standards Board and as adopted by the European Union;
·
references to "Indenture" are to the indenture governing the notes and dated as of the date of issuance of the
notes;
·
references to "Initial Guarantors" are to CML Innovative Technologies GmbH & Co. KG, Grupo
Antolín-Deutschland, Gmbh, Grupo Antolín-Logistik Deutschland, GmbH, Grupo Antolín-North
America, Inc., Grupo Antolín-Kentucky, Inc., Grupo Antolín-Illinois, Inc., Grupo Antolín-Michigan, Inc.,
Grupo Antolín-Ardasa, S.A.U., Grupo Antolín-Autotrim, S.A.U., Grupo Antolín-Dapsa, S.A.U., Grupo
Antolín-Aragusa, S.A.U., Grupo Antolín-Ingeniería, S.A.U., Grupo Antolín-Navarra, S.A.U., Grupo
Antolín-PGA, S.A.U., Grupo Antolín-Eurotrim, S.A.U., Grupo Antolín-Glass, S.A.U., Grupo
Antolín-Plasbur, S.A.U., Grupo Antolín-RyA, S.A.U., Grupo Antolín-Martorell, S.A.U., Grupo
Antolín-Silao, S.A. de C.V., Grupo Antolín-Saltillo S. de R.L. de C.V., Grupo Antolín
Lusitânia-Componentes Automóvel, S.A., Grupo Antolín Valença-Componentes Automóvel, S.U.L., Grupo
Antolín-UK, Ltd., Grupo Antolín-Leamington, Ltd., Grupo Antolín Bohemia, a.s., Grupo
Antolín-Bratislava, s.r.o, Grupo Antolín Ostrava, s.r.o. and Grupo Antolín Turnov, s.r.o., which will
guarantee the notes (see "Summary--The Offering--Guarantors");
·
references to "Initial Purchasers" are to Deutsche Bank AG, London Branch, Banca March, S.A., Banco
Bilbao Vizcaya Argentaria, S.A., Banco de Sabadell, S.A., Banco Espírito Santo de Investimento, S.A.,
Sucursal en España, Banco Popular Español, S.A., Banco Santander, S.A., Bankia, S.A., Bankinter, S.A.,
BNP Paribas and Caixabank S.A.;
·
references to "Issuer" are to Grupo Antolin Dutch B.V., the issuer of the notes;
·
references to "JIT" are to just in time;
·
references to "LED" are to light-emitting diode;
vii

·
references to "LCV" are to light commercial vehicle;
·
references to "Mercosur" are to Argentina, Brazil, Colombia, Ecuador, Paraguay, Uruguay and Venezuela,
collectively;
·
references to "MPV" are to multi-purpose vehicle;
·
references to "North America" are to the US, Canada and Mexico, collectively;
·
references to "notes" are to the 400 million 4.75% Senior Secured Notes due 2021 offered hereunder;
·
references to "OEM" are to original equipment manufacturer;
·
references to "Post Closing Collateral" are to the first-ranking pledge over 67.4% of the shares of the
Company held by HoldCo1, which will be delivered upon HoldCo1's conversion into a sociedad anónima
(see "Summary--Summary corporate and financing structure");
·
references to "R$" are to the currency of Brazil;
·
references to "R&D" are to research and development;
·
references to "RMB" are to the currency of China;
·
references to "Sarmental" are to Sarmental Gestión, S.L.U.;
·
references to "Senior Facilities" are to the senior term facility and the revolving credit facility made
available under the Senior Facilities Agreement;
·
references to "Senior Facilities Agreement" are to the senior term and revolving credit facilities agreement
dated the date of this offering memorandum entered into between, among others, the Company, as the
original borrower, various subsidiaries of the Company, as original guarantors, the original lenders listed
therein and Deutsche Bank AG, London Branch as agent and security agent, a copy of which is attached as
Annex A to this offering memorandum;
·
references to "Syndicated Facility" are to the syndicated loan agreement dated October 8, 2010 between the
Company, as borrower, and Banco Español de Crédito, S.A. (currently Banco Santander, S.A.), Banco
Santander, S.A., Caja Rural de Burgos and the Public Credit Institute (Instituto de Crédito Oficial), as
lenders for an amount of up to 14.0 million which was guaranteed on the same date by means of a
Guarantee Agreement between the Company and ADE Financiación S.A.;
·
references to "TCO" are to technical-commercial offices;
·
references to "UK" are to the United Kingdom;
·
references to "US", "U.S." and "United States" are to the United States of America;
·
references to "US$", "dollar(s)" and "$" are to the currency of the United States of America; and
·
references to "Western Europe" are to Austria, Belgium, Finland, France, Germany, Italy, the Netherlands,
Portugal, Spain, Sweden and the United Kingdom, collectively.
viii