Obligation Antolin Group 3.5% ( XS2355632584 ) en EUR

Antolin Group

100 % ▲

Espagne

XS2355632584 ( en EUR )

3.5% par an ( paiement annuel )

30/04/2028

Prospectus brochure de l'obligation Grupo Antolin XS2355632584 en EUR 3.5%, échéance 30/04/2028

100 000 EUR

390 000 000 EUR

30/04/2025 ( Demain )

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 XS2355632584, paye un coupon de 3.5% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 30/04/2028

NOT FOR GENERAL CIRCULATION
OFFERING MEMORANDUM
IN THE UNITED STATES

Grupo Antolin-Irausa, S.A.U.
390.0 million 3.50% Senior Secured Notes due 2028

Grupo Antolin-Irausa, S.A.U., a limited liability company (sociedad anónima unipersonal) incorporated and existing under the laws of Spain (the
"Company"), is offering 390.0 million 3.50% Senior Secured Notes due 2028 (the "Notes"). Interest will be paid on the Notes semi-annually in arrears in
cash on April 30 and October 31 of each year, commencing October 31, 2021.
The Notes will mature on April 30, 2028. Prior to April 30, 2024, the Company may redeem the Notes, in whole or in part, at any time at a redemption price
equal to 100% of the principal 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 30, 2024, the Company may redeem at its option up to 40% of the 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 30, 2024, the
Company will be entitled at its option to redeem all or a portion of the Notes, upon not less than ten days' notice, at the applicable redemption price set forth
in this Offering Memorandum. See "Description of the Notes--Optional Redemption". The Company 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.
Upon the occurrence of certain events of default constituting a "change of control", the Company will be required to make an offer to repurchase the Notes at
101% of the principal amount redeemed, plus accrued and unpaid interest, if any, and additional amounts, if any.
The Notes will be senior obligations of the Company and, within 120 days of the date of issuance of the Notes (the "Issue Date"), will be secured by a pledge
(numerally successive to the pledges securing the existing senior secured debt) over 100% of the shares of the Company held by Grupo Antolin Holdco, S.A.
(the "Collateral"). Notwithstanding the fact that the Notes will be secured by a pledge (numerally successive to the pledges securing the existing senior secured
debt), pursuant to the Intercreditor Agreement (defined below), recoveries received upon enforcement of the Collateral will be applied pro rata in repayment
of senior liabilities of the Company namely, the Notes, the 3.375% 250.0 million Senior Secured Notes due 2026 issued by the Company (the "2026 Notes"),
the Senior Facilities (as defined herein) and the EIB Facility (as defined herein). See "Description of Other Indebtedness--Intercreditor Agreement".
The Notes will rank equally in right of payment with all of the Company's existing and future senior debt and senior to any of its existing or future subordinated
debt. Certain of the Company's subsidiaries (the "Guarantors") will guarantee the Notes (the "Guarantees") from the Issue Date. 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
dated March 21, 2014 (as amended and/or amended and restated from time to time, the "Intercreditor Agreement"), entered into with, among others, lenders
under our senior term facilities and revolving credit facility originally dated March 13, 2014 (as amended and/or amended and restated from time to time, the
"Senior Facilities Agreement") and the trustee on behalf of the holders of the 2026 Notes, and to which the trustee on behalf of the holders of the Notes will
accede on the Issue Date. See "Description of Other Indebtedness".
There is currently no public market for the Notes. We will apply to have the Notes admitted to the Official List of the Luxembourg Stock Exchange for trading
on the Euro MTF Market ("Euro MTF").There is no assurance that the Notes will be listed and admitted to trading on the Euro MTF Market.
This Offering Memorandum includes information on the terms of the Notes, including redemption and repurchase prices, covenants and transfer restrictions.
This Offering Memorandum may not be reproduced or used for any other purposes, nor furnished to any other person other than those to whom copies have
been sent by the Company or the Initial Purchasers (named below).
This Offering Memorandum constitutes a prospectus for purposes of Part IV of the Luxembourg law on prospectuses for securities dated July 16, 2019.
Investing in the Notes involves a high degree of risk. See "Risk Factors" beginning on page 29 for a discussion of certain risks that you should consider
in connection with an investment in any of the Notes.

Offering 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 will be in registered form and will initially be issued in denominations of 100,000 and integral multiples of 1,000 in excess thereof and will only
be transferable in minimum principal amounts of 100,000 and integral multiples of 1,000 in excess thereof. The Notes will be represented on issue by one
or more global notes, which we expect will be delivered through Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking, société anonyme
("Clearstream") on or about June 29, 2021.

Bookrunners
Deutsche Bank
BBVA
BNP PARIBAS
CaixaBank
Credit Suisse
HSBC

Société Générale

Co-managers
Banca March
Banco Sabadell
Bankinter
The date of this Offering Memorandum is June 29, 2021.

TABLE OF CONTENTS
NOTICE TO INVESTORS .................................................................................................................................... ii
USE OF TERMS AND CONVENTIONS............................................................................................................ viii
FORWARD LOOKING STATEMENTS ............................................................................................................. xii
PRESENTATION OF FINANCIAL INFORMATION AND OTHER DATA ...................................................... xiv
EXCHANGE RATE AND CURRENCY INFORMATION ................................................................................. xvi
SUMMARY........................................................................................................................................................... 1
THE OFFERING ................................................................................................................................................. 18
SUMMARY FINANCIAL INFORMATION AND OTHER DATA ..................................................................... 22
RISK FACTORS ................................................................................................................................................. 29
USE OF PROCEEDS ........................................................................................................................................... 56
CAPITALIZATION ............................................................................................................................................. 57
SELECTED FINANCIAL AND OTHER INFORMATION .................................................................................. 58
OPERATING AND FINANCIAL REVIEW AND PROSPECTS.......................................................................... 63
INDUSTRY ......................................................................................................................................................... 99
BUSINESS ........................................................................................................................................................ 106
MANAGEMENT ............................................................................................................................................... 132
SHAREHOLDERS AND CERTAIN TRANSACTIONS .................................................................................... 136
DESCRIPTION OF OTHER INDEBTEDNESS ................................................................................................. 138
DESCRIPTION OF THE NOTES ...................................................................................................................... 148
BOOK-ENTRY, DELIVERY AND FORM ........................................................................................................ 208
TAXATION....................................................................................................................................................... 211
CERTAIN ERISA CONSIDERATIONS ............................................................................................................ 221
PLAN OF DISTRIBUTION ............................................................................................................................... 223
TRANSFER RESTRICTIONS ........................................................................................................................... 227
LEGAL MATTERS ........................................................................................................................................... 230
INDEPENDENT AUDITORS ............................................................................................................................ 231
WHERE YOU CAN FIND MORE INFORMATION ......................................................................................... 232
ENFORCEABILITY OF CIVIL LIABILITIES AND INSOLVENCY REGIME ................................................ 233
LISTING AND GENERAL INFORMATION .................................................................................................... 244
INDEX TO THE FINANCIAL STATEMENTS ................................................................................................. 248

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 Company, any of its affiliates or the Initial Purchasers (as defined herein) 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 Company 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 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 Company 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. See "Transfer Restrictions". The Notes have not been and will not
be registered with, recommended by or approved by the US Securities and Exchange Commission or any other US federal,
state or foreign securities commission or regulatory authority, nor has the US Securities and Exchange Commission 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 or
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. You
agree that you will hold the information contained in this Offering Memorandum and the transactions contemplated hereby in
confidence. You may not distribute this Offering Memorandum to any person, other than a person retained to advise you in
connection with the purchase of any Notes.
The Company reserves the right to withdraw the offering of the Notes at any time. The Company 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 Company, the Initial Purchasers, the Trustee or their respective representatives
ii

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 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 Company, 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 Company 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 Company
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 will be deposited, on the Issue Date 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 Issue Date, 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 OFFERING, DEUTSCHE BANK AKTIENGESELLSCHAFT (THE
"STABILIZING MANAGER") (OR PERSONS ACTING ON BEHALF OF THE STABILIZING MANAGER) MAY
OVER-ALLOT NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF
THE NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, THERE IS
NO ASSURANCE THAT THE STABILIZING MANAGER (OR PERSONS ACTING ON BEHALF OF THE STABILIZING
MANAGER) WILL UNDERTAKE STABILIZATION ACTION. ANY STABILIZATION ACTION MAY BEGIN ON OR
AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE FINAL TERMS OF THE OFFER OF THE
NOTES IS MADE AND, IF BEGUN, MAY BE ENDED AT ANY TIME, BUT MUST END NO LATER THAN THE
EARLIER OF 30 CALENDAR DAYS AFTER THE ISSUE DATE OF THE NOTES AND 60 CALENDAR 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".

iii

NOTICE TO INVESTORS IN THE 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 (the "EEA"). 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, "MiFID II"), (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the
"Insurance Distribution Directive"), 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 the Regulation (EU) 2017/1129 (as amended, the
"Prospectus Regulation"). Consequently no key information document required by Regulation (EU) No 1286/2014 (as
amended, the "PRIIPs Regulation") for offering, selling or distributing the Notes or otherwise making them available to retail
investors in the EEA has been prepared and therefore offering, selling or distributing the Notes or otherwise making them
available to any retail investor in the EEA 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 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. Neither we nor the Initial Purchasers have authorized, nor do
we or they authorize, the making of any offer of the 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.
Solely for the purposes of the product approval process of each manufacturer for the purposes of MiFID II (each a
"Manufacturer" and, together, the "Manufacturers"), the target market assessment in respect of the securities described in
the attached Offering Memorandum has led to the conclusion that: (i) the target market for such securities is eligible
counterparties and professional clients only, each as defined in MiFID II and (ii) all channels for distribution of such securities
to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending
such securities (a "distributor") should take into consideration the Manufacturers' target market assessment; however, a
distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of such securities (by
either adopting or refining the manufacturers' target Market assessment) and determining appropriate distribution channels.

iv

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 require
the registration of a prospectus in Spain or without complying with all legal and regulatory requirements under Spanish
securities laws. Offers of the Notes in Spain shall only be directed specifically at, or made to, professional clients and eligible
counterparties, as defined in Articles 205 and 207 of the 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 from time
to time. 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 and the distribution of this Offering Memorandum is restricted by law. 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 United Kingdom. For these purposes, a retail investor means a person who is one (or more) of (i) a retail client, as defined
in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union
(Withdrawal) Act 2018 ("EUWA"), (ii) a customer within the meaning of the provisions of the Financial Services and Markets
Act 2000 (as amended, "FSMA") and any rules or regulations made under the FSMA to implement the Insurance Distribution
Directive, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation
(EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA or (iii) not a qualified investor as defined in Article 2
of the Prospectus Regulation as it forms part of domestic law by virtue of the EUWA (the "UK Prospectus Regulation").
Consequently no key information document required by PRIIPs Regulation as it forms part of domestic law by virtue of the
EUWA (the "UK PRIIPs Regulation") for offering, selling or distributing the Notes or otherwise making them available to
retail investors in the United Kingdom has been prepared and therefore offering, selling or distributing the Notes or otherwise
making them available to any retail investor in the United Kingdom may be unlawful under the UK PRIIPs Regulation. This
Offering Memorandum has been prepared on the basis that any offer of the Notes in the United Kingdom will be made pursuant
to an exemption under the UK 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 UK Prospectus Regulation. Neither we nor the Initial
Purchasers have authorized, nor do we or they authorize, the making of any offer of the 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.
This Offering Memorandum is not being distributed by, nor has it been approved for the purposes of section 21 of the
FSMA by, a person authorized under the FSMA. 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 FSMA) 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").
Accordingly, by accepting delivery of this Offering Memorandum, the recipient warrants and acknowledges that it is
such a relevant person. The Notes are available only to, and any invitation, offer or agreement to subscribe, purchase or
otherwise acquire the Notes 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. No part of this Offering Memorandum should be published,
reproduced, distributed or otherwise made available in whole or in part to any other person without our prior written consent.
The Notes 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.
v

Solely for the purposes of the product approval process of each manufacturer for the purposes of the FCA Handbook
Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Rules") (each a "UK
Manufacturer" and, together, the "UK Manufacturers"), the target market assessment in respect of the Notes described in
this Offering Memorandum has led to the conclusion that: (i) the target market for the Notes is only eligible counterparties, as
defined in the FCA Handbook Conduct of Business Sourcebook ("COBS"), and professional clients, as defined in Regulation
(EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA ("UK MiFIR") 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 UK Manufacturer's target market assessment;
however, a distributor subject to the UK MiFIR Product Governance Rules is responsible for undertaking its own target market
assessment in respect of the Notes (by either adopting or refining the UK Manufacturer's target market assessment) and
determining appropriate distribution channels.
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 and therefore has not been and will not be submitted for clearance to the
Règlement Général of the Autorité des marchés financiers. 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 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) which are referred to in Section 3,
paragraph 2 no. 1, in connection with Section 2, no. 6, of the German Securities Prospectus Act, Section 8f paragraph 2 no. 4
of the German Sales Prospectus Act, and in Section 2 paragraph 11 sentence 2 no. 1 of the German Investment 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 Decree 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), pursuant to Article 100 of Legislative Decree No. 58 of
24 February 1998, as amended (the "Financial Services Act") and as defined in Article 34-ter, first paragraph, letter b) of the
CONSOB Regulation No. 11971 of 14 May 1999, as amended from time to time ("Regulation No. 11971"); or
(ii)
in other circumstances which are exempted from the rules 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 of Regulation No. 11971, first paragraph, of Issuers Regulation.
vi

Any offer, sale or delivery of the notes or distribution of copies of this Offering Memorandum or any other document
relating to the Notes or the offer in Italy under (i) or (ii) above must be: (a) made by an investment firm, bank or financial
intermediary permitted to conduct such activities in the Republic of Italy in accordance with the Legislative Decree No. 385
(the "Banking Law"), the Financial Services Act of 1 September 1933, as amended, CONSOB Regulation No. 16190 of
29 October 2007, as amended, and any other applicable laws and regulations; (b) in compliance with Article 129 of the Banking
Act, and the implementing guidelines of the Bank of Italy, as amended from time to time, pursuant to which the Bank of Italy
may request information on the issue or the offer of securities in Italy; and (c) in compliance with any other applicable laws
and regulations or requirement imposed by CONSOB, the Bank of Italy or any other Italian authority.
Any investor purchasing Notes in the Offering is solely responsible for ensuring that any offer or resale of notes it
purchased in the Offering occurs in compliance with applicable laws and regulations. This Offering Memorandum and the
information contained herein are intended only for the use of its recipient and are not to be distributed to any third party resident
or located in Italy for any reason. No person residing or located in Italy other than the original recipients of this document may
rely on it or its content.

vii

USE OF TERMS AND CONVENTIONS
Unless otherwise specified or the context requires otherwise in this Offering Memorandum:
references to "2022 Notes" are to the 400.0 million 5.125% Senior Secured Notes due 2022 issued by Dutch
Finco pursuant to an indenture dated June 23, 2015, which have been repurchased in connection with the offering
of the 2026 Notes;
references to "2024 Notes" are to the 400.0 million 3.25% Senior Secured Notes due 2024 issued by the
Company pursuant to an indenture dated April 21, 2017, which will be repurchased or redeemed in connection
with this Offering. See "Use of Proceeds;
references to "2026 Notes" are to the 250.0 million 3.375% Senior Secured Notes due 2026, which were issued
by the Company pursuant to an indenture dated April 27, 2018;
references to "Allocation" are to the change in the system by which the Group al ocates overheads of the corporate
unit, so that such overhead and structural costs and other structural costs are no longer allocated to the business
segments and are instead al ocated within "other". See "Operating and Financial Review and Prospects--
Segment Reporting";
references to "APAC" are to Australia, China, India, Indonesia, Japan, Malaysia, Philippines, South Korea,
Taiwan and Thailand, collectively;
references to "Collateral" are to the pledge (numerally successive to the pledges securing the existing senior
secured debt) over 100% of the shares of the Company held by Grupo Antolin Holdco, S.A., which will be granted
within 120 days of the Issue Date. See "Summary--Summary Corporate and Financing Structure";
references to "Company" are to Grupo Antolin-Irausa, S.A.U., a limited liability company (sociedad anónima
unipersonal) incorporated and existing under the laws of Spain and the issuer of the Notes offered hereby;
references to "COVID-19" are to the infectious disease caused by severe acute respiratory syndrome coronavirus
2, the pandemic resulting therefrom which was continuing as of the date of this Offering Memorandum and public
health events related thereto;
references to "Divested Business" are the companies formerly included in our Seating business segment which
were sold in connection with the Divestment and which, collectively, include Grupo Antolín-Ara, S.A.U., Grupo
Antolín-Ardasa, S.A.U.,
Grupo
Antolín-Álava, S.A.U.,
Grupo
Antolín-Vigo, S.A.U.,
Grupo
Antolín-PGA, S.A.U.,
Grupo
Antolín-Martorell, S.A.U.,
Grupo
Antolín-Magnesio, S.A.U.,
Grupo
Antolín-Valença-Componentes Automóvel, Sociedade Unipessoal, Lda., Midtown Invest, S.L., Grupo
Antolín-Loire S.A.S., Grupo Antolín Ingenierie Sièges, S.A.S., Grupo Antolin Jarny, S.A.S., 70% of Antolín-CIE
Czech Republic, s.r.o. and certain assets of Antolín Tanger, S.A.R.L.;
references to "Divestment" are to the sale of the Divested Business on April 28, 2017 pursuant to a sale and
purchase agreement dated February 6, 2017 by and among the Company and certain of its affiliates, as sellers,
and Lear Corporation and certain of its affiliates, as buyers;
references to "Dutch Finco" are to Grupo Antolin Dutch B.V., a wholly-owned subsidiary of the Company which
was liquidated in 2018 and which was the issuer of the 2022 Notes;
references to "Eastern Europe" are to the following countries Azerbaijan, Bulgaria, Croatia, Czech Republic,
Hungary, Kazakhstan, Poland, Romania, Russia, Serbia, Slovakia, Slovenia, Turkey and Uzbekistan;
references to "EIB" are to the European Investment Bank;
references to "EIB Facility" are to the facility agreement entered into by the Company and EIB on June 12, 2018,
as amended and restated on July 29, 2020, for an amount of 100.0 mil ion maturing on May 31, 2028, repayable
in 14 equal semi-annual instalments, commencing on 30 November 2021;
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references to "EIB Facilities" are to the EIB Facility and the EIB Incremental Facility;
references to "EIB Incremental Facility" are to the facility agreement entered into by the Company and EIB on
December 23, 2020 for a term loan facility of 40 mil ion (which is still undrawn);
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 as of the date of this Offering Memorandum;
references to "Europe" are to Western Europe and Eastern Europe, collectively;
references to "FCA" are to Fiat-Chrysler Automobiles;
references to "Group", "Grupo Antolin", "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. See
"Summary--Summary Corporate and Financing Structure";
references to "Guarantors" are to the entities listed in "Summary--The Offering--Guarantors";
references to "IFRS-EU" 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 Issue Date;
references to "Initial Purchasers" are to Deutsche Bank Aktiengesellschaft, Banco Bilbao Vizcaya Argentaria,
S.A., BNP Paribas, CaixaBank, S.A., Credit Suisse Securities Sociedad de Valores S.A., HSBC Continental
Europe S.A., Société Générale, Banca March, S.A., Banco de Sabadell, S.A. and Bankinter, S.A.;
references to "Intercreditor Agreement" are to the intercreditor agreement dated March 21, 2014 (as amended
and/or amended and restated from time to time) entered into with, among others, lenders under our Senior
Facilities Agreement and the trustee on behalf of the holders of the 2026 Notes, and to which the Trustee will
accede on the Issue Date as the creditor representative on behalf of the holders of the Notes. See "Description of
Other Indebtedness--Intercreditor Agreement";
references to "Issuer" are to the Company;
references to "JIT" are to just in time;
references to "JLR" are to Jaguar Land Rover;
references to "LMC Automotive" are to LMC Automotive Ltd.;
references to "Magna" and "Magna Group" are to Magna International Inc. and its subsidiaries;
references to "Magna Interiors Business" are to the Magna Subsidiaries, the interests in the Magna JVs and the
other assets and properties of Magna related to its interior business in Germany (Roitzsch division, included in
Näher Automotive GmbH), Czech Republic (Liban division, included in Magna Exteriors & Interiors (Bohemia),
s.r.o.), Slovakia (Trnava division, included in Magna Slovteca, s.r.o.) and India (Pune division) included in Magna
Closures Automotive Private, Ltd., as well as certain automotive real estate assets and leasehold improvements,
ix