Obligation JLR Motors 8.125% ( XS0627215378 ) en GBP

JLR Motors

100 % ▼

Royaume-uni

XS0627215378 ( en GBP )

8.125% par an ( paiement annuel )

15/11/2018 - Obligation échue

Prospectus brochure de l'obligation Jaguar Land Rover XS0627215378 en GBP 8.125%, échue

Jaguar Land Rover est un constructeur automobile britannique appartenant à Tata Motors, produisant des véhicules de luxe sous les marques Jaguar et Land Rover.

L'Obligation émise par JLR Motors ( Royaume-uni ) , en GBP, avec le code ISIN XS0627215378, paye un coupon de 8.125% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 15/11/2018

OFFERING MEMORANDUM
NOT FOR GENERAL CIRCULATION
IN THE UNITED STATES
8MAY201116592396
Jaguar Land Rover PLC
£1,000,000,000 equivalent
£500,000,000 8.125% Senior Notes due 2018
$410,000,000 7.750% Senior Notes due 2018
$410,000,000 8.125% Senior Notes due 2021
Guaranteed on a senior unsecured basis by Jaguar Cars Limited, Land Rover,
Jaguar Land Rover North America, LLC, Land Rover Exports Limited and Jaguar Cars Exports Limited
The 8.125% Senior Notes due 2018 are issued in the aggregate principal amount of £500,000,000 (the ``2018 Sterling Notes''), the
7.750% Senior Notes due 2018 are issued in the aggregate principal amount of $410,000,000 (the ``2018 US Dollar Notes'') and the
8.125% Senior Notes due 2021 are issued in the aggregate principal amount of $410,000,000 (the ``2021 US Dollar Notes'' and, together
with the 2018 US Dollar Notes, the ``US Dollar Notes,'' and together with the 2018 Sterling Notes, the ``Notes'').
The 2018 Sterling Notes bear interest at the rate of 8.125% per annum, the 2018 US Dollar Notes bear interest at the rate of
7.750% per annum and the 2021 US Dollar Notes bear interest at the rate of 8.125% per annum, in each case payable semi-annually in
arrears on 15 May and 15 November of each year, beginning on 15 November 2011. The 2018 Sterling Notes and the 2018 US Dollar
Notes will mature on 15 November 2018 and the 2021 US Dollar Notes will mature on 15 November 2021. In the event of a Change of
Control (as defined herein), Jaguar Land Rover PLC (the ``Issuer'') must make an offer to purchase each series of the Notes at a
purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of purchase.
The Notes are the Issuer's senior obligations and rank equally in right of payment with all existing and future indebtedness of the
Issuer that is not subordinated in right of payment to the Notes and are senior in right of payment to all existing and future
indebtedness of the Issuer that is subordinated in right of payment to the Notes. The Notes are fully and unconditionally guaranteed on
a senior unsecured basis by Jaguar Cars Limited, Land Rover, Jaguar Land Rover North America, LLC, Land Rover Exports Limited
and Jaguar Cars Exports Limited (the ``Guarantors''). The guarantees of the Notes by each of the Guarantors (the ``Note Guarantees'')
rank equally in right of payment with all of the existing and future indebtedness of such Guarantor that is not subordinated in right of
payment to the Note Guarantees, and senior in right of payment to all existing and future indebtedness of such Guarantor that is
subordinated in right of payment to the Note Guarantees. The Notes and the Note Guarantees are also effectively subordinated to all
of the Issuer's and each of the Guarantors' existing and future secured debt to the extent of the value of the assets securing such debt
and to all existing and future debt of all the Issuer's subsidiaries that do not guarantee the Notes.
Currently, there is no public market for the Notes. Application has been made to admit the Notes to the Official List of the
Luxembourg Stock 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 2004/39/EC. This Offering Memorandum
constitutes a prospectus for the purpose of the Luxembourg law dated 10 July 2005 on Prospectuses for Securities.
Investing in the Notes involves risks. Please see ``Risk Factors'' beginning on page 24.
The Notes and the Note Guarantees have not been registered under the US Securities Act of 1933, as amended (the
``US Securities Act''), or any state securities laws. Accordingly, the Notes and the Note Guarantees are being offered and sold only to
qualified institutional buyers (``QIBs'') in accordance with Rule 144A under the US Securities Act (``Rule 144A'') and outside the
United States in offshore transactions in accordance with Regulation S under the US Securities Act (``Regulation S''). Prospective
purchasers that are QIBs are hereby notified that the seller of the Notes may be relying on the exemption from the registration
requirements under the US Securities Act provided by Rule 144A.
Price of the 2018 Sterling Notes: 100.000% plus accrued interest, if any, from 19 May 2011
Price of the 2018 US Dollar Notes: 100.000% plus accrued interest, if any, from 19 May 2011
Price of the 2021 US Dollar Notes: 100.000% plus accrued interest, if any, from 19 May 2011
The Notes will be issued in the form of global notes in registered form. Please see ``Book-entry; Delivery and Form.''
Joint Physical Bookrunners
Citi
Credit Suisse
J.P. Morgan
Standard Chartered Bank
23 May 2011

TABLE OF CONTENTS
Page
Important Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
i
Notes on Defined Terms Used in this Offering Memorandum . . . . . . . . . . . . . . . . . . . . . . . . . .
vi
Presentation of Financial and Other Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
viii
Industry and Market Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
x
Forward-looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
xii
Exchange Rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
xiv
Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
24
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
44
Capitalisation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
46
Selected Consolidated Financial and Other Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
48
Operating and Financial Review and Prospects . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
51
Our Industry and Markets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
82
Our Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
90
Board of Directors and Senior Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
115
Major Shareholders and Related Party Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
124
Description of Other Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
125
Description of the Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
146
Book-Entry; Delivery and Form . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
195
Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
201
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
209
Notice to Investors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
212
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
214
Independent Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
214
Service of Process and Enforcement of Judgments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
215
Where You Can Find More Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
216
Listing and General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
217
Glossary of Selected Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
219
Index to the Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-1

IMPORTANT INFORMATION
You should rely only on the information contained in this offering memorandum (the ``Offering
Memorandum''). None of the Issuer, the Guarantors or Citigroup Global Markets Limited, Credit
Suisse Securities (Europe) Limited, J.P. Morgan Securities Ltd., J.P. Morgan Securities LLC and
Standard Chartered Bank (collectively, the ``initial purchasers'') has authorised anyone to provide you
with any information or represent anything about the Issuer, the Guarantors or the initial purchasers,
the Issuer's financial results or this offering that is not contained in this Offering Memorandum. If
given or made, any such other information or representation should not be relied upon as having been
authorised by the Issuer, the Guarantors or the initial purchasers. None of the Issuer, the Guarantors
or the initial purchasers is making an offering of the Notes in any jurisdiction where this offering is
not permitted. You should not assume that the information contained in this Offering Memorandum is
accurate as at any date other than the date on the front of this Offering Memorandum.
In making an investment decision, prospective investors must rely on their own examination of the
Issuer and the terms of this offering, including the merits and risks involved.
This Offering Memorandum has been prepared by the Issuer solely for use in connection with the
proposed offering of the Notes described in this Offering Memorandum and for application for listing
particulars to be approved by the Luxembourg Stock Exchange and for each series of Notes to be
admitted to the Official List of the Luxembourg Stock Exchange and admitted to trading on its Euro
MTF Market. This Offering Memorandum may only be used for this purpose. This Offering
Memorandum does not constitute an offer to any other person or to the public generally to subscribe
for or otherwise acquire Notes. Each prospective investor, by accepting delivery of this Offering
Memorandum, agrees to the foregoing.
In addition, none of the Issuer, the Guarantors or the initial purchasers or any of our or their
respective representatives is making any representation to you regarding the legality of an investment in
the Notes, and you should not construe anything in this Offering Memorandum as legal, business or tax
advice. You should consult your own advisers as to legal, tax, business, financial and related aspects of
an investment in the Notes. You must comply with all laws applicable in any jurisdiction in which you
buy, offer or sell the Notes or possess or distribute this Offering Memorandum, and you must obtain
all applicable consents and approvals; none of the Issuer, the Guarantors or the initial purchasers shall
have any responsibility for any of the foregoing legal requirements.
The Issuer is an indirect, wholly owned subsidiary of Tata Motors Limited (``Tata Motors''). Tata
Motors does not assume any liability for or guarantee the Notes and investors in the Notes will not
have any recourse against Tata Motors in the event of default by Jaguar Land Rover PLC or any of the
Guarantors of their respective obligations under the terms of the Notes and the Note Guarantees.
The initial purchasers make no representation or warranty, 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 as to the past or future.
The Issuer accepts responsibility for the information contained in this Offering Memorandum. To
the best of the Issuer's knowledge and belief, the information contained in this Offering Memorandum
is in accordance with the facts and does not omit anything likely to affect the import of such
information. However, the information set out under the headings ``Exchange Rates,'' ``Summary,''
``Operating and Financial Review and Prospects'' and ``Our Business'' includes extracts from
information and data, including industry and market data and estimates, released by publicly available
sources in Europe and elsewhere. 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.
i

Unless the context indicates otherwise, when we refer to ``we,'' ``us,'' ``our,'' ``Jaguar Land Rover,''
``the Group'' and ``our Group'' for the purposes of this Offering Memorandum, we are referring to the
Issuer and its subsidiaries.
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 The Depository Trust Company
(``DTC''), Euroclear Bank S.A./N.V. (``Euroclear'') or Clearstream Banking, soci´
ete anonyme
(``Clearstream Banking'') currently in effect. While the Issuer accepts responsibility for accurately
summarising the information concerning DTC, Euroclear and Clearstream Banking, they accept 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.
By receiving this Offering Memorandum, you acknowledge that you have had an opportunity to
request from the Issuer for review, and that you have received, all additional information you deem
necessary to verify the accuracy and completeness of the information contained in this Offering
Memorandum. You also acknowledge that you have not relied on the initial purchasers in connection
with your investigation of the accuracy of this information or your decision whether to invest in the
Notes.
The Issuer reserves the right to withdraw this offering at any time. The Issuer is making this
offering subject to the terms described in this Offering Memorandum and the purchase agreement
relating to the Notes entered into between the Issuer and the initial purchasers (the ``Purchase
Agreement''). The Issuer and the initial purchasers reserve the right to reject all or a part of any offer
to purchase the Notes, for any reason. The Issuer and the initial purchasers also reserve the right to
sell less than all of the Notes offered by this Offering Memorandum or to sell to any purchaser less
than the amount of Notes it has offered to purchase.
None of the US Securities and Exchange Commission (the ``SEC''), any state securities
commission or any other regulatory authority has approved or disapproved of the Notes, nor have any
of the foregoing authorities passed upon or endorsed the merits of this offering or the accuracy or
adequacy of this Offering Memorandum. Any representation to the contrary is a criminal offence in the
United States and could be a criminal offence in other countries.
The Notes are subject to restrictions on transferability and resale and may not be transferred or
resold, except as permitted under the US Securities Act and the applicable state securities laws,
pursuant to registration or exemption therefrom. As a prospective investor, you should be aware that
you may be required to bear the financial risks of this investment for an indefinite period of time.
Please refer to the sections in this Offering Memorandum entitled ``Plan of Distribution'' and ``Notice
to Investors.''
The distribution of this Offering Memorandum and the offering and sale of the Notes in certain
jurisdictions may be restricted by law. Please see ``Notice to US Investors,'' ``Notice to EEA Investors,''
``Notice to UK Investors'' and ``Notice to Italian Investors.''
The Notes will be issued in the form of one or more global notes. Please see ``Book-Entry;
Delivery and Form.''
ii

NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A
LICENCE 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 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 HAS PASSED IN ANY WAY UPON THE MERITS OR
QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON,
SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY
PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION INCONSISTENT
WITH THE PROVISIONS OF THIS PARAGRAPH.
NOTICE TO US INVESTORS
Each purchaser of the Notes will be deemed to have made the representations, warranties and
acknowledgements that are described in this Offering Memorandum under ``Notice to Investors.''
The Notes offered hereby have not been and will not be registered under the US Securities Act or
with any securities regulatory authority of any state or other jurisdiction in the United States and may
not be offered or sold in the United States, except to ``qualified institutional buyers'' within the
meaning of Rule 144A in reliance on an exemption from the registration requirements of the
US Securities Act provided by Rule 144A. Prospective sellers are hereby notified that the sellers of the
Notes may be relying on the exemption from the registration requirements of Section 5 of the
US Securities Act provided by Rule 144A. The Notes may be offered and sold outside the United
States in reliance on Rule 903 or Rule 904 of Regulation S. For a description of certain further
restrictions on resale or transfer of the Secured Notes, see ``Notice to Investors.''
The Notes described in this Offering Memorandum have not been registered with, recommended
by or approved by the SEC, any state securities commission in the United States or any other securities
commission or regulatory authority, nor has the SEC, any state securities commission in the United
States or any such securities commission or authority passed upon the accuracy or adequacy of this
Offering Memorandum. Any representation to the contrary is a criminal offence.
THE NOTES MAY NOT BE OFFERED TO THE PUBLIC WITHIN ANY JURISDICTION. BY
ACCEPTING DELIVERY OF THIS OFFERING MEMORANDUM, YOU AGREE NOT TO OFFER,
SELL, RESELL, TRANSFER OR DELIVER, DIRECTLY OR INDIRECTLY, ANY NOTES TO THE
PUBLIC.
NOTICE TO EEA INVESTORS
In relation to any Member State of the European Economic Area that has implemented the
Prospectus Directive (each, a ``Relevant Member State''), each initial purchaser has represented and
agreed that with effect from and including the date on which the Prospectus Directive is implemented
in that Relevant Member State (the ``Relevant Implementation Date'') it has not made and will not
make an offer of the Notes to the public in that Relevant Member State prior to the publication of a
prospectus in relation to the Notes which has been approved by the competent authority in that
Relevant Member State or, where appropriate, approved in another Relevant Member State and
notified to the competent authority in that Relevant Member State, all in accordance with the
iii

Prospectus Directive, except that it may, with effect from and including the Relevant Implementation
Date, make an offer of Notes to the public in the Relevant Member State at any time:
(a) to any legal entity which is a qualified investor as defined in the Prospectus Directive;
(b) to fewer than 100 or, if the Relevant Member State has implemented the relevant provisions
of the 2010 PD 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 relevant Initial Purchaser nominated by the
Issuer for any such offer; or
(c) in any other circumstances falling within Article 3(2) of the Prospectus Directive,
provided that no such offer of the Notes shall result in a requirement for the publication by the Issuer,
the Guarantors or the initial purchasers of a prospectus pursuant to Article 3 of the Prospectus
Directive or a supplement pursuant to Article 16 of the Prospectus Directive.
For the purposes of this section, the expression an ``offer of notes to the public'' in relation to any
Notes in any Relevant Member State means the communication in any form and by any means of
sufficient information on the terms of the offer and the Notes to be offered to enable an investor to
decide to purchase or subscribe for the Notes, as the same may be varied in that Member State by any
measure implementing the Prospectus Directive in that Member State and the expression ``Prospectus
Directive'' means Directive 2003/71/EC and includes any relevant implementing measure in each
Relevant Member State and the expression ``2010 PD Amending Directive'' means Directive
2010/73/EU.
NOTICE TO UK INVESTORS
This Offering Memorandum is for distribution only to, and is directed solely at, persons who
(i) are investment professionals, as such term is defined in Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (the ``Financial Promotion Order''),
(ii) are persons falling within Article 49(2)(a) to (d) (``high net worth companies, unincorporated
associations, etc'') of the Financial Promotion Order, or (iii) are outside the United Kingdom (all such
persons together being referred to as ``relevant persons''). This Offering Memorandum is directed only
at relevant persons and must not be acted on or relied on by persons who are not relevant persons.
Any investment or investment activity to which this Offering Memorandum relates is available only to
relevant persons and will be engaged in only with relevant persons. Any person who is not a relevant
person should not act or rely on this Offering Memorandum or any of its contents.
NOTICE REGARDING SERVICE OF PROCESS AND ENFORCEMENT OF JUDGMENTS
SUBSTANTIALLY ALL OF THE DIRECTORS AND EXECUTIVE OFFICERS OF THE
ISSUER ARE NON-RESIDENTS OF THE UNITED STATES. ALL OR A SUBSTANTIAL
PORTION OF THE ASSETS OF SUCH NON-RESIDENT PERSONS AND A SUBSTANTIAL
PORTION OF THE ASSETS OF THE ISSUER ARE LOCATED OUTSIDE THE UNITED
STATES. AS A RESULT, IT MAY NOT BE POSSIBLE FOR INVESTORS TO EFFECT SERVICE
OF PROCESS WITHIN THE UNITED STATES UPON SUCH PERSONS OR THE ISSUER, OR
TO ENFORCE AGAINST THEM IN US COURTS JUDGMENTS OBTAINED IN SUCH COURTS
PREDICATED UPON THE CIVIL LIABILITY PROVISIONS OF THE FEDERAL SECURITIES
LAWS OF THE UNITED STATES. FURTHERMORE, THE ISSUER IS ADVISED THAT:
(1) RECOGNITION AND ENFORCEMENT IN ENGLAND AND WALES OF JUDGMENTS IN
CIVIL AND COMMERCIAL MATTERS FROM US FEDERAL OR STATE COURTS IS NOT
AUTOMATIC BUT IS INSTEAD SUBJECT TO VARIOUS CONDITIONS BEING MET; AND
(2) IT IS QUESTIONABLE WHETHER THE COURTS OF ENGLAND AND WALES WOULD
ACCEPT JURISDICTION AND IMPOSE CIVIL LIABILITY IF THE ORIGINAL ACTION WAS
iv

COMMENCED IN ENGLAND AND WALES, INSTEAD OF THE UNITED STATES, AND
PREDICATED SOLELY UPON US FEDERAL SECURITIES LAWS.
STABILISATION
In connection with the offering of the Notes, Citigroup Global Markets Limited (the ``Stabilising
Manager'') (or persons acting on behalf of the Stabilising Manager) may over-allot Notes or effect
transactions with a view to supporting the market price of the Notes at a level higher than that which
might otherwise prevail. However, there is no assurance that the Stabilising Manager (or persons acting
on behalf of the Stabilising Manager) will undertake stabilisation action. Any stabilisation action may
begin on or after the date on which adequate public disclosure of the terms of the offering of the
Notes is made and, if begun, may be ended at any time, but it must end no later than 30 days after the
date on which the Issuer received the proceeds of the issue, or no later than 60 days after the date of
the allotment of the Notes, whichever is the earlier.
v

NOTES ON DEFINED TERMS USED IN THIS OFFERING MEMORANDUM
The following terms used in this Offering Memorandum have the meanings assigned to them
below:
``Board'' or ``board of directors'' . . . .
The board of directors of the Issuer.
``British pounds,'' ``GBP,'' ``pounds
sterling,'' ``sterling,'' or ``£'' . . . . . .
Pounds sterling, the currency of the United Kingdom.
``CKD'' or ``Complete Knock Down'' .
A complete kit containing all of the parts needed to assemble
a vehicle. The parts are typically manufactured in one country
or region, and then exported to another country or region for
final assembly. CKD is a common practice within the
automotive industry, the bus and heavy truck industry, and the
rail vehicle industry.
``euro,'' ``EUR'' or ``A'' . . . . . . . . . . .
Euro, the currency of the European Union Member States
participating in the European Monetary Union.
``Financial Period 2009'' . . . . . . . . . .
Period from 18 January 2008 to 31 March 2009.
``Fiscal year'' . . . . . . . . . . . . . . . . . .
Year beginning 1 April and ended 31 March of the following
year.
``Fiscal 2009'' . . . . . . . . . . . . . . . . . .
Year beginning 1 April 2008 and ended 31 March 2009.
``Fiscal 2010'' . . . . . . . . . . . . . . . . . .
Year beginning 1 April 2009 and ended 31 March 2010.
``Fiscal 2011'' . . . . . . . . . . . . . . . . . .
Year beginning 1 April 2010 and ended 31 March 2011.
``Fiscal 2012'' . . . . . . . . . . . . . . . . . .
Year beginning 1 April 2011 and ended 31 March 2012.
``IFRS'' . . . . . . . . . . . . . . . . . . . . . .
International Financial Reporting Standards as adopted by the
International Accounting Standards Board.
``Indenture'' . . . . . . . . . . . . . . . . . . .
The indenture governing the Notes offered hereby.
``Indian GAAP'' . . . . . . . . . . . . . . . .
Accounting principles generally accepted in India.
``Indian rupees'' . . . . . . . . . . . . . . . .
Indian rupees, the lawful currency of India.
``Jaguar Land Rover,'' ``Jaguar Land
Rover Group,'' ``Group,'' ``we,''
``us'' and ``our'' . . . . . . . . . . . . . . .
Jaguar Land Rover PLC and its subsidiaries (including any of
their predecessors).
``Issuer'' . . . . . . . . . . . . . . . . . . . . . .
Jaguar Land Rover PLC, a company incorporated under the
laws of England and Wales.
``JPY'' . . . . . . . . . . . . . . . . . . . . . . .
Japanese yen, the lawful currency of Japan.
``LIBOR'' . . . . . . . . . . . . . . . . . . . . .
London Interbank Offered Rate.
``Light vehicles'' . . . . . . . . . . . . . . . .
Cars and light commercial vehicles as categorised by
IHS Automotive.
``National sales companies'' or
``NSCs'' . . . . . . . . . . . . . . . . . . . .
National sales companies for Jaguar Land Rover products.
vi

``Premium cars'' . . . . . . . . . . . . . . . .
Segment of the automotive industry comprising those brands
categorised by IHS Automotive as premium brand, namely
Acura, Alfa Romeo, Aston Martin, Audi, Bentley, BMW,
Bugatti, Cadillac, De Tomaso, Ferrari, Fisker, Hummer,
Infiniti, Jaguar, Lamborghini, Lancia, Land Rover, Lexus,
Lincoln, Lotus, Maserati, Maybach, McLaren, Mercedes Benz,
Mini, Morgan, Porsche, Rolls Royce, Saab, Tesla, TVR and
Volvo.
``R&D'' . . . . . . . . . . . . . . . . . . . . . .
Research and development.
``Rest of Europe'' . . . . . . . . . . . . . . .
Europe, excluding the United Kingdom and Russia.
``Russian Rouble'' . . . . . . . . . . . . . . .
Russian Roubles, the lawful currency of Russia.
``SEC'' . . . . . . . . . . . . . . . . . . . . . . .
United States Securities and Exchange Commission.
``Sports Utility Vehicles'' or ``SUVs'' .
Segment of the automotive industry, which includes mini,
sub-compact, compact, standard and luxury full-size SUV
vehicles, according to IHS Automotive's global segmentation
system. Sizes vary from less than 3,800 mm (mini SUVs) to
more than 4,800 mm (luxury full-size SUVs).
``US dollars,'' ``USD,'' ``US$'' or ``$'' .
US dollars, the currency of the United States.
``US GAAP'' . . . . . . . . . . . . . . . . . .
Accounting principles generally accepted in the United States
of America.
``Wholesale volumes'' . . . . . . . . . . . .
Aggregate number of finished vehicles sold to (i) dealers in
the United Kingdom or foreign markets in which we have
established an NSC and (ii) importers in all other markets.
Generally, we recognise revenue on the sale of finished
vehicles and parts (net of discounts, sales incentives, customer
bonuses and rebates granted) when products are delivered to
dealers and, in connection with sales to importers, when
products are delivered to a carrier for export sales.
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PRESENTATION OF FINANCIAL AND OTHER DATA
Issuer
Jaguar Land Rover PLC, which is the intermediate holding company of the Jaguar Land Rover
business, was incorporated in England and Wales as a private limited company on 18 January 2008, and
registered under the name TML Holdings Limited on 6 February 2008 and the name JaguarLandRover
Limited on 9 June 2008. On 6 April 2011, it was re-registered in England and Wales as a public limited
company. The Issuer is a direct, wholly owned subsidiary of TML Holdings PTE Limited (Singapore)
(``TMLH''), itself wholly owned by Tata Motors. Tata Sons Limited (``Tata Sons''), together with its
subsidiaries, owned 34.7% of the voting rights of capital in Tata Motors as at 31 December 2010. In
this Offering Memorandum, we refer to, and present consolidated financial information for, the Issuer
and its consolidated subsidiaries.
The Issuer was formed on 18 January 2008 by Tata Motors to acquire Jaguar Cars Limited and
Land Rover from Ford Motor Company (``Ford''). The transaction was consummated on 2 June 2008.
Therefore, our financial statements for Financial Period 2009 are for the period from 18 January 2008
to 31 March 2009, but our results of operations reflect the trading of the Jaguar and Land Rover
businesses from 2 June 2008 to 31 March 2009. This may make it difficult to compare our results of
operations and financial condition or to estimate our results of operations in the future.
Corporate Reorganisation
On 31 March 2011:
· the Issuer converted 1,001,284,322 $1.00 ordinary shares to 500,642,161 £1.00 ordinary shares;
· the Issuer converted two £1.00 deferred ordinary shares to two £1.00 ordinary shares, ranking
pari passu with the other ordinary shares;
· the Issuer converted 11,015,000 7.25% $100.00 preference shares into 1,000 million £1.00
ordinary shares ranking pari passu with the other ordinary shares, and 407,052,620 7.25% £1.00
non-cumulative redeemable preference shares; and
· the Issuer redeemed 250 million 7.25% £1.00 preference shares to reduce the outstanding
balance of preference shares to 157,052,620. The Issuer will use part of the net proceeds from
the issue of the Notes to extinguish the liability arising from this redemption. Please see ``Use of
Proceeds.''
On 6 April 2011, the Issuer re-registered in England and Wales as a public limited company.
These actions are collectively referred to in this Offering Memorandum as the ``Corporate
Reorganisation.''
Financial Statements and Other Financial Information
This Offering Memorandum includes:
· the audited consolidated financial statements of Jaguar Land Rover PLC and its subsidiaries for
the financial year ended and as at 31 March 2010 and the period commencing 18 January 2008
and ended 31 March 2009 which reflects the trading of the Jaguar and Land Rover businesses
from 2 June 2008 to 31 March 2009 (the ``2010 and 2009 Consolidated Financial Statements'');
· the unaudited, condensed consolidated interim financial statements of Jaguar Land Rover PLC
and its subsidiaries as at and for the nine months ended 31 December 2010 (the ``Condensed
Consolidated 2010 Interim Financial Statements'' and, together with the 2010 and 2009
Consolidated Financial Statements, the ``Consolidated Financial Statements''); and
viii