Obligation Adevinta Asa 3% ( XS2249894234 ) en EUR

Adevinta Asa

100 % ▼

Norvege

XS2249894234 ( en EUR )

3% par an ( paiement annuel )

15/11/2027

Prospectus brochure de l'obligation Adevinta Asa XS2249894234 en EUR 3%, échéance 15/11/2027

100 000 EUR

400 000 000 EUR

15/11/2025 ( Dans 282 jours )

Adevinta ASA est une société norvégienne cotée en bourse qui exploite une multitude de plateformes de petites annonces en ligne dans divers pays européens et latino-américains.

L'Obligation émise par Adevinta Asa ( Norvege ) , en EUR, avec le code ISIN XS2249894234, paye un coupon de 3% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 15/11/2027

OFFERING MEMORANDUM

660,000,000 25/8% Senior Secured Notes due 2025
400,000,000 3% Senior Secured Notes due 2027
issued by

Adevinta ASA
Adevinta ASA (the "Issuer"), a public company with limited liability organized under the laws of Norway, is
offering (the "Offering") 1,060.0 million Senior Secured Notes comprising 660 million aggregate principal amount of
25/8% Senior Secured Notes due 2025 (the "2025 Notes") and 400 million aggregate principal amount of 3% Senior
Secured Notes due 2027 (the "2027 Notes" and, together with the 2025 Notes, the "Notes"). The 2025 Notes will bear
interest at a rate of 2.625% per year. The 2027 Notes will bear interest at the rate of 3.000% per year. Interest on the Notes
will be payable on May 15 and November 15 of each year, beginning on May 15, 2021. The 2025 Notes will mature on
November 15, 2025. The 2027 Notes will mature on November 15, 2027.
Concurrently with the closing of the Offering, the Initial Purchasers (as defined herein) will deposit the gross
proceeds of the Notes into a segregated escrow account (the "Escrow Account") pledged on a first-ranking basis as
collateral for the benefit of holders of the Notes (with Citibank, N.A., London Branch acting as escrow agent, pursuant to
an escrow agreement) as described under "Description of Notes--Escrow of Proceeds; Special Mandatory Redemption"
until the date on which certain conditions are satisfied, including that the funds required to pay the consideration for the
Acquisition (as defined herein) will be applied promptly following release. The consummation of the Acquisition is subject
to the satisfaction of certain conditions, including, among others, receipt of certain regulatory approvals and the
performance of certain closing actions. If the conditions to the release of the escrow proceeds have not been satisfied on or
prior to the Escrow Longstop Date (as defined herein) or upon the occurrence of certain other events, the Notes will be
subject to a special mandatory redemption. The special mandatory redemption price of the Notes will be equal to 100% of
the aggregate principal amount of the Notes being redeemed, plus accrued and unpaid interest and additional amounts (as
described under "Description of Notes--Additional Amounts" in this offering memorandum), if any, to, but excluding such
special mandatory redemption date.
We may redeem the 2025 Notes in whole or in part on or after November 15 , 2022, at the redemption prices set
forth herein. Prior to November 15, 2022, we may redeem some or all of the 2025 Notes at a price equal to 100% of the
principal amount plus accrued and unpaid interest up to, but not including, the redemption date plus a "make-whole"
premium. At any time prior to November 15, 2022, we may redeem up to 40% of the aggregate principal amount of the
2025 Notes with the proceeds from certain equity offerings at a redemption price of 102.625% of the principal amount of
the 2025 Notes, plus accrued interest and additional amounts (as described under "Description of Notes--Additional
Amounts" in this offering memorandum), if any to, but not including, the redemption date. In addition, prior to
November 15, 2022, we may redeem up to 10% of the aggregate principal amount of the 2025 Notes (including any
additional Notes) at a redemption price equal to 103% of the principal amount of the 2025 Notes redeemed, plus accrued
interest and additional amounts (as described under "Description of Notes--Additional Amounts" in this offering
memorandum), if any to, but not including, the redemption date.
We may redeem the 2027 Notes in whole or in part on or after November 15 , 2023, at the redemption prices set
forth herein. Prior to November 15, 2023, we may redeem some or all of the 2027 Notes at a price equal to 100% of the
principal amount plus accrued and unpaid interest up to, but not including, the redemption date plus a "make-whole"
premium. At any time prior to November 15, 2023, we may redeem up to 40% of the aggregate principal amount of the
2027 Notes with the proceeds from certain equity offerings at a redemption price of 103.000% of the principal amount of
the 2027 Notes, plus accrued interest and additional amounts (as described under "Description of Notes--Additional
Amounts" in this offering memorandum), if any to, but not including, the redemption date. In addition, prior to
November 15, 2023, we may redeem up to 10% of the aggregate principal amount of the 2027 Notes (including any
additional Notes) at a redemption price equal to 103% of the principal amount of the 2027 Notes redeemed, plus accrued
interest and additional amounts (as described under "Description of Notes--Additional Amounts" in this offering
memorandum), if any to, but not including, the redemption date.
In addition, we may redeem all of the Notes at a price equal to their principal amount plus accrued and unpaid
interest and additional amounts (as described under "Description of Notes--Additional Amounts" in this offering
1

memorandum), if any, up to, but not including, the redemption date, if any, upon the occurrence of certain changes in tax
law. Upon the occurrence of certain defined events constituting a change of control or upon certain asset sales, each holder
of the Notes may require the Issuer to repurchase all or a portion of the Notes at a price equal to 101% of their principal
amount, together with accrued and unpaid interest and additional amounts (as described under "Description of Notes--
Additional Amounts" in this offering memorandum), if any, to, but not including, the date of purchase.
The redemption price of the Notes at maturity will be equal to 100% of the principal amount thereof, together
with accrued and unpaid interest thereon, if any.

We are also entering into a Senior Credit Facilities Agreement (as defined herein) providing for new Senior Credit
Facilities (as defined herein) that will be borrowed by us and guaranteed by the same entities that will guarantee the Notes,
which will be secured by the same collateral that secures the Notes and the Guarantees. See "Summary--Financing."
For a description of the intended use of the gross proceeds from this offering see, "Use of Proceeds."
On the Completion Date (as defined herein), the Notes will be guaranteed on a senior basis by the Completion
Date Guarantors (as defined herein). Within 90 days from the Escrow Release Date (as defined herein), the Notes will be
guaranteed on a senior basis by the Post-Completion Date Guarantors (as defined herein, and, together with the Completion
Date Guarantors, the "Guarantors" and the guarantees of such entities, the "Guarantees") and in the future may be
guaranteed by certain other subsidiaries in the circumstances described in "Description of Notes--Brief Description of the
Structure and Ranking of the Notes and the Guarantees--The Guarantees."
On the Issue Date, the Notes will be secured by first-ranking security interests over the Escrow Collateral (as
defined herein). On or prior to the Completion Date, the Notes will be secured by first-ranking security interests over the
Completion Date Collateral (as defined herein). Within 90 days from the Escrow Release Date, the Notes will be secured,
by first-ranking security interests over the Post-Completion Date Collateral (as defined herein) (and together with the
Escrow Collateral and the Completion Date Collateral, the "Collateral"). The Shared Collateral (as defined herein) will
also secure obligations under the Senior Credit Facilities on an equal and ratable, first priority basis.
The Notes will be the senior obligations of the Issuer, ranking pari passu in right of payment with any existing
and future indebtedness that is not expressly subordinated in right of payment to the Notes, including debt incurred under
the Senior Credit Facilities and certain hedging obligations, if any, and senior in right of payment to any future indebtedness
of the Issuer that is expressly subordinated in right of payment to the Notes. The Guarantees will be senior obligations of
the Guarantors, ranking pari passu in right of payment with any existing and future indebtedness that is not expressly
subordinated in right of payment to the Guarantees, including debt incurred under the Senior Credit Facilities and certain
hedging obligations, if any, and senior in right of payment to any future obligations of the Guarantors that is expressly
subordinated in right of payment to the Guarantees. The Notes and the Guarantees will be effectively subordinated to all
of the existing and future indebtedness of the Issuer and the Guarantors that is secured by property or assets that do not
also secure the Notes and the Guarantees, to the extent of the value of such property and assets securing such indebtedness.
The Notes and Guarantees will be structurally subordinated to all existing and future obligations and other liabilities
(including trade payables) of our subsidiaries that are not Guarantors.
This offering memorandum constitutes a prospectus for the purposes of Part IV of the Luxembourg law on
prospectuses for securities dated 16 July 2019. We have prepared this offering memorandum solely for use in connection
with this offering and for applying to admit the Notes to the Official List of the Luxembourg Stock Exchange (the
"Exchange") and to trading on the Luxembourg Stock Exchange's Euro MTF Market (the "Euro MTF Market"). The Euro
MTF Market is not a regulated market pursuant to the provisions of Directive 2014/65/EU (as amended or superseded,
"MiFID II").
Investing in the Notes involves risks. See "Risk Factors" beginning on page 39.
The Notes and the Guarantees have not been and will not be registered under the U.S. Securities Act of 1933, as
amended (the "Securities Act") or the securities laws of any other jurisdiction. Prospective purchasers that are qualified
institutional buyers are hereby notified that the Initial Purchasers of the Notes may be relying on an exemption from the
provisions of Section 5 of the Securities Act provided by Rule 144A under the Securities Act. Outside the United States,
the offering is being made to non-U.S. persons in offshore transactions in reliance on Regulation S under the Securities
Act. See "Plan of Distribution" and "Notice to Certain Investors."
Price for 2025 Notes: 100.000% plus accrued interest, if any, from the Issue Date.
Price for 2027 Notes: 100.000% plus accrued interest, if any, from the Issue Date.
2

The Notes are in registered form in minimum denominations of 100,000 and integral multiples of 1,000 in
excess thereof. The Notes are represented by global notes, which were delivered in book-entry form through
Euroclear S.A./N.V. ("Euroclear") and Clearstream Banking, S.A. ("Clearstream") on November 5, 2020 (the "Issue
Date").

Joint Global Coordinators
Barclays Bank PLC
Citigroup
Joint Bookrunners
BNP PARIBAS
DNB
J.P. Morgan
Co-Managers
BofA Securities
ING

November 20, 2020
3

In making your investment decision, you should rely only on the information contained in this offering
memorandum. Neither we nor any of the Initial Purchasers has authorized any other person to provide you with
any other information. If you receive any other information, you should not rely on it.
We and the Initial Purchasers are offering to sell the Notes only in places where offers and sales are
permitted.
You should not assume that the information contained in this offering memorandum is accurate as of any
date other than the date on the front cover of this offering memorandum. Neither the delivery of this offering
memorandum nor any sale made hereunder shall under any circumstances imply that the information in this
offering memorandum is correct as of any date after the date on the cover of this offering memorandum.

Table of Contents
SUMMARY ...............................................................................................................................................................
1
RISK FACTORS ........................................................................................................................................................
39
USE OF PROCEEDS .................................................................................................................................................
75
CAPITALIZATION ...................................................................................................................................................
76
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL DATA .........................................
79
ADEVINTA SELECTED CONSOLIDATED AND COMBINED FINANCIAL INFORMATION AND OTHER
NON-FINANCIAL DATA ....................................................................................................................................
91
ECG SELECTED COMBINED FINANCIAL INFORMATION AND OTHER DATA ..........................................
95
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS OF ADEVINTA ...........................................................................................................................
98
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS OF ECG ........................................................................................................................................ 126
INDUSTRY ................................................................................................................................................................ 139
BUSINESS ................................................................................................................................................................. 150
MANAGEMENT ....................................................................................................................................................... 180
PRINCIPAL SHAREHOLDERS ............................................................................................................................... 186
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS ......................................................... 187
DESCRIPTION OF CERTAIN OTHER INDEBTEDNESS ..................................................................................... 192
DESCRIPTION OF NOTES ...................................................................................................................................... 226
OFFERING AND TRANSFER RESTRICTIONS .................................................................................................... 305
CERTAIN ERISA CONSIDERATIONS ................................................................................................................... 309
BOOK-ENTRY, DELIVERY AND FORM .............................................................................................................. 311
CERTAIN TAX CONSIDERATIONS ...................................................................................................................... 315
PLAN OF DISTRIBUTION ...................................................................................................................................... 320
LIMITATIONS ON VALIDITY AND ENFORCEABILITY OF THE GUARANTEES AND SECURITY
INTERESTS ........................................................................................................................................................... 324
LEGAL MATTERS ................................................................................................................................................... 383
INDEPENDENT AUDITORS ................................................................................................................................... 383
AVAILABLE INFORMATION ................................................................................................................................ 383
INDEX TO FINANCIAL STATEMENTS ................................................................................................................
F-1

4

IMPORTANT INFORMATION ABOUT THIS OFFERING MEMORANDUM
The Issuer is a public company with limited liability organized under the laws of Norway with registered
number 921 796 226. The Issuer's registered office is located at Grensen 5, 0159, Oslo, Norway.
The Issuer's website address is https://www.adevinta.com/. The information posted on the Issuer's or eBay's
website, and those of their respective affiliates and subsidiaries, is not incorporated herein and does not constitute a part of
this offering memorandum. For the purposes of making an investment decision regarding the Notes, you should not rely
on the Issuer's websites.
You should read this offering memorandum before making a decision whether to purchase any Notes. You are
responsible for making your own examination of us and your own assessment of the merits and risks of investing in the
Notes. You may contact us if you need any additional information.
By purchasing any Notes, you will be deemed to have acknowledged that: you have reviewed this offering
memorandum; you have had an opportunity to request any additional information that you need from us; and the Initial
Purchasers are not responsible for, and are not making any representations to you concerning, our future performance or
the accuracy or completeness of this offering memorandum.
Barclays Bank PLC, Citigroup Global Markets Limited, BNP Paribas, BofA Securities Europe SA, DNB Bank
ASA, ING Bank N.V., London Branch, and J.P. Morgan Securities plc (each an "Initial Purchaser" and, collectively, the
"Initial Purchasers"), the Trustee, the Security Agent, the Paying Agent, the Registrar and the Transfer Agent make no
representation or warranty, express or implied, as to, and assume no responsibility for, 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, the Trustee, the Security Agent, the Paying Agent, the
Registrar and the Transfer Agent as to the past, the present or the future.
We are not providing you with any legal, business, tax or other advice in this offering memorandum. You should
consult with your own advisors as needed to assist you in making your investment decision and to advise you whether you
are legally permitted to purchase any of the Notes.
You must comply with all laws that apply to you in any place in which you buy, offer or sell any Notes or possess
this offering memorandum. You must also obtain any consents or approvals that you need in order to purchase any of the
Notes. We and the Initial Purchasers are not responsible for your compliance with these legal requirements.
The Notes have not been and will not be registered under the Securities Act. We are offering the Notes in the
United States in reliance on exemptions from the registration requirements of the Securities Act. These exemptions apply
to offers and sales of securities that do not involve a public offering. The Notes have not been recommended by any federal,
state or foreign securities authorities and they have not determined that this offering memorandum is accurate or complete.
Any representation to the contrary is a criminal offense.
We have prepared this offering memorandum solely for use in connection with the offer of the Notes (a) within
the United States to qualified institutional buyers ("QIBs") in reliance on Rule 144A under the Securities Act
("Rule 144A") and (b) to certain non-U.S. persons in offshore transactions outside the United States in reliance on
Regulation S under the Securities Act ("Regulation S") other than to retail investors in the European Economic Area or in
the United Kingdom.
Application has been made for the Notes to be admitted to listing on the Official List of the Luxembourg Stock
Exchange (the "Exchange) and to trading on the Euro MTF Market thereof. . Any investor or potential investor in the
European Economic Area (the "EEA") or the United Kingdom should not base any investment decision relating to the
Notes on the information contained in this offering memorandum after publication of the listing particulars and should
refer instead to those listing particulars. The Exchange is not a regulated market pursuant to the provisions of MiFID II.
Neither the admission of the Notes to be listed on the Official List of the Exchange, nor the approval of this offering
memorandum pursuant to the listing requirements of the competent authority shall constitute a warranty or representation
by the Authority as to the competence of the service providers to, or any other party connected with, us, the adequacy of
information contained in this offering memorandum or our suitability for investment or any other purposes. The Notes are
subject to restrictions on resale and transfer as described under "Offering and Transfer Restrictions." By purchasing any
Notes, you will be deemed to have made certain acknowledgements, representations and agreements as described in that
section of this offering memorandum. You may be required to bear the financial risks of investing in the Notes for an
indefinite period of time.
The Issuer accepts responsibility for the information contained in this offering memorandum. To the best of the
knowledge and belief of the Issuer the information contained in this offering memorandum is in accordance with the facts
5

and does not omit anything likely to affect the import of such information. However, the information set out under the
headings "Exchange rate infomation", "Summary", "Management's Discussion and Analysis of Financial Condition and
Results of Operations of Adevinta," "Management's Discussion and Analysis of Financial Condition and Results of
Operations of eCG," "Industry" and "Business" includes extracts from information and data, including industry and market
data and estimates, released by third party sources. While we accept responsibility for the accurate extraction and
summarisation of such information and data, we have not independently verified the accuracy of such information and data
and we accept no further responsibility in respect thereof.
The information set out in relation to sections of this offering memorandum describing clearing arrangements,
including the section entitled "Book-Entry; Delivery and Form", is subject to any change in or reinterpretation of the rules,
regulations and procedures of Euroclear and/or Cleasrtream currently in effect. While the Issuer accepts responsibility for
accurately summarising the information concerning Euroclear and/or Cleasrtream, it accepts no further responsibility in
respect of such information. In addition, this offering memorandum contains summaries believed to be accurate with
respect to certain documents, but reference is made to the actual documents for complete information. All such summaries
are qualified in their entirety by such reference. Copies of documents referred to herein will be made available to
prospective investors upon request to us or the Initial Purchasers.
The Notes were delivered against payment on November 5, 2020, which was ten business days following the date
of the pricing of the Notes (such settlement being referred to as "T+10"). Because trades in the secondary market generally
settle in two business days, purchasers who traded Notes on the date of pricing or the next succeeding seven business days
were required, by virtue of the fact that the Notes initially settled T+10, to specify alternative settlement arrangements at
the time of any such trade to prevent a failed settlement.
IN CONNECTION WITH THIS OFFERING, CITIGROUP GLOBAL MARKETS LIMITED (THE
"STABILIZING MANAGER") OR ONE OR MORE OF ITS AFFILIATES (OR PERSONS ACTING ON BEHALF OF
THE STABILIZING MANAGER) MAY OVER-ALLOT THE NOTES OR EFFECT TRANSACTIONS WITH A VIEW
TO SUPPORTING THE MARKET PRICE OF THE NOTES DURING THE STABILIZATION PERIOD AT A LEVEL
HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, STABILIZATION MAY NOT
NECESSARILY OCCUR. 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 CEASE AT ANY TIME, BUT MUST END NO LATER THAN 30 CALENDAR DAYS AFTER THE
DATE ON WHICH THE ISSUER RECEIVED THE PROCEEDS OF THE ISSUE, OR NO LATER THAN 60
CALENDAR DAYS AFTER THE DATE OF ALLOTMENT OF THE NOTES, WHICHEVER IS THE EARLIER. ANY
STABILIZATION ACTION OR OVER ALLOTMENT MUST BE CONDUCTED BY THE STABILIZING MANAGER
(OR PERSON ACTING ON BEHALF OF THE STABILIZING MANAGER) IN ACCORDANCE WITH ALL
APPLICABLE LAWS AND REGULATIONS AND WILL BE UNDERTAKEN AT THE OFFICES OF THE
STABILIZING MANAGER (OR PERSONS ACTING ON THEIR BEHALF).
6

NOTICE TO CERTAIN INVESTORS
Canada
With respect to purchasers resident in any jurisdiction of Canada, the Notes may only be sold to purchasers who
are (i) purchasing, or deemed to be purchasing the Notes as principal in accordance with applicable Canadian securities
laws, (ii) an "accredited investor," as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1)
of the Securities Act (Ontario) and (iii) a "permitted client," 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,
and subject to limitations and defenses under, the securities legislation of the 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.
Canadian purchasers are advised that this offering memorandum has been prepared in reliance on section 3A.3
(or, in the case of securities issued or guaranteed by the government of a non-Canadian jurisdiction, section 3A.4) of
National Instrument 33-105 Underwriting Conflicts ("NI 33-105"). This offering memorandum is exempt from the
requirement that the Issuer and the Initial Purchasers provide purchasers with certain disclosure requirements of NI 33-105
regarding underwriter conflicts of interest in connection with this offering.
Upon receipt of this offering memorandum, each Canadian purchaser hereby confirms that it has expressly
requested that all documents evidencing or relating in any way to the sale of the notes (including for greater certainty any
purchase confirmation or any notice) be drawn up in the English language only. Par la réception de cette notice d'offre,
chaque investisseur canadien confirme par les présentes qu'il a expressément exigé que tous les documents faisant foi ou
se rapportant de quelque manière que ce soit à la vente des valeurs mobilières décrites aux présentes (incluant, pour plus
de certitude, toute confirmation d'achat ou tout avis) soient rédigés en anglais seulement.
European Economic Area
The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or
otherwise made available to any retail investor in the European Economic Area ("EEA") or in the United Kingdom ("UK").
For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of
Article 4(1) of Directive 2014/65/EU (as amended or superseded, "MiFID II"); or (ii) a customer within the meaning of
Directive (EU) 2016/97 (as amended or superseded), where that customer would not qualify as a professional client as
defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129
(as amended or superseded, the "Prospectus Regulation"). Consequently, no key information document required by
Regulation (EU) No 1286/2014 (as amended or superseded, the "PRIIPs Regulation") for offering or selling the Notes or
otherwise making them available to retail investors in the EEA or the UK has been prepared and therefore offering or
selling the Notes or otherwise making them available to any retail investor in the EEA or the UK may be unlawful under
the PRIIPs Regulation. This offering memorandum has been prepared on the basis that any offer of the Notes in any member
state of the EEA or the UK will be made pursuant to an exemption under the Prospectus Regulation from the requirement
to publish a prospectus for offers of the Notes. This offering memorandum is not a prospectus for the purposes of the
Prospectus Regulation.
References to Regulations or Directives include, in relation to the UK, those Regulations or Directives as they
form part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 or have been implemented in UK
domestic law, as appropriate.
MiFID II product governance / professional investors and ECPs only target market--Solely for the purposes
of the manufacturer's product approval process, the target market assessment in respect of the Notes has led to the
conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined
in MiFID II; and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are
appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into
consideration the manufacturer's target market assessment; however, a distributor subject to MiFID II is responsible for
undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturer's
target market assessment) and determining appropriate distribution channels.
7

France
The Notes are being issued and sold outside the Republic of France and, in connection with their initial
distribution, the Initial Purchasers have not offered or sold and will not offer or sell, directly or indirectly, any Notes to the
public in the Republic of France, and the Initial Purchasers have not distributed and will not distribute or cause to be
distributed to the public in the Republic of France this offering memorandum or any other offering material relating to the
Notes, and such offers, sales and distributions have been and will be made in the Republic of France only to qualified
investors (investisseurs qualifiés) in accordance with Articles L.411-2 and D. 411-2 to D. 411-4 of the Monetary and
Financial Code.
Germany
The Notes may be offered and sold in the Federal Republic of Germany only in compliance with the German
Securities Prospectus Act (the "German Securities Prospectus Act", Wertpapierprospektgesetz), as amended, the
Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be
published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive
2003/71/EC (the "Prospectus Regulation") and the respective Delegated Regulations of the European Commission, each
as amended, or any other laws applicable in Germany governing the issue, offering and sale of securities. This offering
memorandum has not been approved under the German Securities Prospectus Act or the Prospectus Regulation and,
accordingly, the Notes may not be, and are not being, offered or advertised publicly or by public promotion in the Federal
Republic of Germany. This offering memorandum is strictly for private use and the offer is only being made to recipients
to whom this offering memorandum is personally addressed and does not constitute an offer or advertisement to the public.
In Germany, the Notes will only be available to, and this offering memorandum and any other offering material in relation
to the Notes is directed only at, persons who are qualified investors (qualifizierte Anleger) within the meaning of Section 2
No. 3 of the German Securities Prospectus Act in connection with Article 2 lit. (e) of the Prospectus Regulation or who are
subject of another exemption in accordance with Article 1 of the Prospectus Regulation. Any resale of the Notes in
Germany may only be made in accordance with the Prospectus Regulation, the German Securities Prospectus Act and other
applicable laws. The Issuer has not filed and does 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 Article 25 of the Prospectus Regulation.
Hong Kong
This offering memorandum has not been approved by or registered with the Securities and Futures Commission
of Hong Kong or the Registrar of Companies of Hong Kong. The Notes to be sold under this offering memorandum may
not be offered or sold by means of any document other than (a) to "professional investors" as defined in the Securities and
Futures Ordinance (Cap. 571, Laws of Hong Kong, "Ordinance") and any rules made under that Ordinance; or (b) in
circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32,
Laws of Hong Kong); or (c) in other circumstances which do not result in the document being a "prospectus" as defined in
the Companies Ordinance (Cap. 32, Laws of Hong Kong), and no advertisement, invitation or document relating to the
Notes may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong
Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong
Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to Notes which are or are intended
to be disposed of only to persons outside Hong Kong or only to "professional investors" as defined in the Securities and
Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made under that Ordinance.
Italy
The offering of the Notes has not been registered with the Commissione Nazionale per le Società e la Borsa
("CONSOB"), in accordance with Italian securities legislation. Accordingly, the Notes may not, and will not, be offered,
sold or delivered and copies of this offering memorandum or any other document relating to the Notes may not, and will
not, be distributed in Italy except (i) to qualified investors (investitori qualificati), as defined in Article 26, paragraph 1,
letter d) of CONSOB Regulation No. 16190 of October 29, 2007, as amended (the "Intermediaries Regulation"), pursuant
to Article 100, paragraph 1, letter a) of Legislative Decree No. 58 of February 24, 1998, as amended (the "Consolidated
Financial Act") and Article 34-ter, paragraph 1, letter b) of CONSOB Regulation No. 11971 of May 14, 1999, as amended
(the "Issuers' Regulation"); or (ii) in any other circumstances where an express exemption from compliance with the
restrictions on offers to the public applies, including, without limitation, as provided under Article 100 of the Consolidated
Financial Act and Article 34-ter of the Issuers' Regulation.
Any offer, sale or delivery of the Notes or distribution of copies of this offering memorandum or any other
document relating to the Notes in Italy under (i) or (ii) above must be effected in accordance with all Italian securities, tax,
exchange control and other applicable laws and regulations and, in particular, must be made: (i) by investment firms, banks
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or financial intermediaries permitted to conduct such activities in Italy in accordance with Legislative Decree No. 385 of
September 1, 1993 (the "Banking Law"), the Consolidated Financial Act, the Issuers' Regulation and the Intermediaries
Regulation, each as amended from time to time; (ii) in compliance with Article 129 of the Banking Law 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 offering or issue of securities in Italy; and (iii) in compliance with any other applicable laws
and regulations or requirement that may be, from time to time, imposed by the Bank of Italy, CONSOB or other Italian
authority.
Any investor purchasing the Notes in this offering is exclusively responsible for ensuring that any offer or resale
of the Notes it purchased in this offering occurs in compliance with applicable laws and regulations. No person resident or
located in Italy other than the original recipients of this document may rely on this document or its contents.
This offering memorandum, any other document relating to the Notes, and the information contained therein are
intended only for the use of its recipient and, unless in circumstances which are exempted from the rules governing offers
of securities to the public pursuant to Article 100 of the Consolidated Financial Act and Article 34-ter of the Issuers'
Regulation, are not to be distributed, for any reason, to any third party resident or located in Italy.
Luxembourg
In relation to the Grand Duchy of Luxembourg ("Luxembourg"), the Notes may not be offered, sold or otherwise
made available to any retail investor.
For the purposes of this provision:
(a)
the expression "retail investor" means a person who is one (or more) of the following:
(i)
to any person or legal entity which is a qualified investor as defined in the Prospectus Regulation; or
(ii)
to fewer than 150 natural or legal persons per relevant Member State (other than qualified investors as
defined in the Prospectus Regulation); or
(iii)
in any other circumstances which do not require the publication by us of a prospectus pursuant to
Article 5 of the Prospectus Regulation.
(b)
the expression an "offer" includes the communication in any form and by any means of sufficient information on
the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe for
the Notes.
The Notes may not be offered and/or sold, either directly or indirectly, to the public in Luxembourg, except that
the Notes may be offered to the public in Luxembourg at any time:
(i)
to any legal entity which is a qualified investor as defined in the Prospectus Regulation;
(ii)
to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Regulation);
or
(iii)
in any other circumstances falling within Article 1(4) of the Prospectus Regulation,
provided that no such offer of Notes referred to in (i) to (iii) above shall require us to publish a prospectus pursuant to
Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation.
For the purposes of this provision:
(a)
the expression an "offer of Notes to the public" in relation to any Notes in any Member State means the
communication in any form and by any means of sufficient information on the terms of the offer and the Notes to
be offered so as to enable an investor to decide to purchase or subscribe for the Notes; and
(b)
the expression "Prospectus Regulation" means Regulation (EU) 2017/1129 (as amended or superseded).
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Norway
This offering memorandum is not a prospectus and has not been prepared in accordance with the prospectus
requirements provided for in the Norwegian Securities Trading Act of 2007 or the Prospectus Regulation as implemented
by such act nor any other Norwegian enactment. Neither the Norwegian Financial Supervisory Authority (Finanstilsynet)
nor any other Norwegian public body has examined, approved or registered this offering memorandum or will examine,
approve or register this offering memorandum. Accordingly, this offering memorandum may not be made available, nor
may the Notes otherwise be marketed and offered for sale, in Norway other than in circumstances that constitute an
exemption from the requirement to prepare a prospectus under the Norwegian Securities Trading Act of 2007 and the
Prospectus Regulation.
Switzerland
The Notes may not be publicly offered, advertized, distributed or sold in Switzerland and will not be listed on the
SIX Swiss Exchange or on any other stock exchange or regulated multilateral trading facility in Switzerland. This document
does not constitute an offering prospectus and has been prepared without regard to the disclosure standards for issuance
prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations, art. 35 et seq. of the Swiss Financial Services
Act (the "FinSA") or the disclosure standards for listing prospectuses under art. 27 et seq. of the SIX Listing Rules or the
listing rules of any other stock exchange or regulated multilateral trading facility in Switzerland. Neither this document nor
any other offering or marketing material relating to the Notes or the offering may be publicly distributed or otherwise made
publicly available in Switzerland.
Neither this document nor any other offering or marketing material relating to this offering, us or the Notes have
been or will be filed with or approved by any Swiss regulatory authority. In particular, this document will not be submitted
to and approved by a reviewing body under FinSA, and this document will not be filed with, and the offer of Notes will
not be supervized by, the Swiss Financial Market Supervisory Authority. The offer of Notes has not been and will not be
authorized under the Swiss Federal Act on Collective Investment Schemes (the "CISA"). The investor protection afforded
to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of Notes.
Spain
None of the Notes, the offering or this offering memorandum have been approved or registered with the Comisión
Nacional del Mercado de Valores and, therefore, this offering memorandum is not intended to be used for any public offer
of the Notes in Spain. The Notes may not be offered or sold or distributed in Spain, nor may any subsequent resale of the
Notes be carried out or publicity or marketing of any kind be made in Spain in relation to the Notes, except (i) in
circumstances that do not qualify as a public offer of securities in Spain in accordance with the Prospectus Regulation and
article 35 of the Restated Spanish Securities Market Act (Real Decreto Legislativo 4/2015, de 23 de octubre, por el que se
aprueba el texto refundido de la Ley del Mercado de Valores) as amended and restated (the "Spanish Securities Market
Act"), 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), and supplemental rules enacted thereunder or in substitution
thereof from time to time; and (ii) by institutions authorised to provide investment services in Spain under the Spanish
Securities Market Act (and related legislation) and Royal Decree 217/2008 of 15 February on the Legal Regime Applicable
to Investment Services Companies (Real Decreto 217/2008, de 15 de febrero, sobre el régimen jurídico de las empresas
de servicios de inversión y de las demás entidades que prestan servicios de inversión).
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