Obligation Global Auto Wash Group Funding PLC 6.625% ( XS1028951009 ) en EUR

Global Auto Wash Group Funding PLC

100 % ▼

Royaume-uni

XS1028951009 ( en EUR )

6.625% par an ( paiement semestriel )

14/07/2019 - Obligation échue

Prospectus brochure de l'obligation International Car Wash Group Financing PLC XS1028951009 en EUR 6.625%, échue

100 000 EUR

240 000 000 EUR

International Car Wash Group Financing PLC est une société de financement spécialisée dans le secteur du lavage automobile, offrant probablement des solutions de financement (emprunts, leasing, etc.) aux entreprises de ce secteur pour l'acquisition d'équipements, l'expansion de leurs activités ou d'autres besoins de capital.

L'Obligation émise par Global Auto Wash Group Funding PLC ( Royaume-uni ) , en EUR, avec le code ISIN XS1028951009, paye un coupon de 6.625% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/07/2019

OFFERING MEMORANDUM
NOT FOR GENERAL CIRCULATION
IN THE UNITED STATES
Boing Group Financing plc
Guaranteed on a senior secured basis by Boing Midco Limited and certain subsidiaries of Boing Midco Limited
240,000,000
6.625% Senior Secured Notes due 2019
Interest payable January 15 and July 15
Issue price: 100.00% plus accrued interest, if any, from the Issue Date
Boing Group Financing plc (the "Issuer"), a public limited company incorporated under the laws of England and Wales,
issued 240,000,000 aggregate principal amount of its 6.625% Senior Secured Notes due 2019 (the "Notes"), as part of
the financing for the acquisition (the "Acquisition") of Rose HoldCo Limited ("Rose Holdco") by Boing Acquisitions
Limited ("Bidco"), the parent company of the Issuer, which is beneficially owned by funds or limited partnerships
managed or advised by TDR Capital LLP ("TDR Capital"). The Notes will mature on July 15, 2019.
The Issuer will pay interest on the Notes semi-annually on each January 15 and July 15, commencing on January 15,
2015. The Issuer may redeem some or all the Notes prior to July 15, 2016 at a price equal to 100.000% of the principal
amount of the Notes redeemed, plus accrued and unpaid interest, if any, plus a "make whole" premium, as described in
this offering memorandum. The Issuer may redeem some or all the Notes on or after July 15, 2016 at the redemption
prices set forth in this offering memorandum, plus accrued and unpaid interest, if any. In addition, prior to July 15, 2016,
the Issuer may redeem up to 40% of the original aggregate principal amount of the Notes (including additional Notes)
with the net cash proceeds from certain equity offerings at a price equal to 106.625% of the principal amount of the
Notes redeemed, plus accrued and unpaid interest, if any, provided that at least 60% of the original aggregate principal
amount of the Notes (including additional Notes) remains outstanding after the redemption. Further, the Issuer may
redeem all, but not part, of the Notes at a price equal to 100% of the principal amount plus accrued and unpaid interest, if
any, upon the occurrence of certain changes in applicable tax law. Upon certain events defined as constituting a change
of control, the Issuer may be required to offer to redeem the Notes at 101% of the principal amount redeemed, plus
accrued and unpaid interest, if any. However, a change of control will not be deemed to have occurred if certain
consolidated net leverage ratios are not exceeded in connection with such an event.
If the Acquisition was not consummated on or prior to November 14, 2014, the Notes would have been subject to a
special mandatory redemption. The special mandatory redemption price would have been a price equal to 100% of the
aggregate issue price of the Notes plus accrued and unpaid interest and additional amounts, if any, to the date of special
mandatory redemption. See "Description of the Notes--Escrow of proceeds; Special Mandatory Redemption".
As of the Issue Date (as defined herein), the Notes are senior obligations of the Issuer and are guaranteed on a senior
secured basis (collectively, the "Note Guarantees" and each, a "Note Guarantee") by Boing Midco Limited (the
"Company") and by Bidco. As soon as reasonably practicable after the date on which the proceeds of the offering of the
Notes were released from the Escrow Account concurrently with the completion of the Acquisition on July 16, 2014 (the
"Completion Date"), but in any case not later than 60 days from the Completion Date, subject to the Agreed Security
Principles (as defined herein), the Notes will be guaranteed on a senior secured basis by the Rose Holdco and certain
subsidiaries of Rose Holdco (the "Subsidiary Guarantors", and together with the Company, Bidco and Rose Holdco, the
"Guarantors"). The guarantee of the Notes by each Guarantor (a "Note Guarantee" and, collectively, the "Note
Guarantees") will rank equally in right of payment with all the existing and future unsubordinated indebtedness of such
Guarantor, senior to all the existing and future indebtedness of such Guarantor that is subordinated in right of payment to
such Guarantor's Note Guarantee and effectively senior to all existing and future unsecured indebtedness of such
Guarantor to the extent of the assets securing such Guarantor's Note Guarantee. The Notes and the Note Guarantees will
be secured by liens on certain assets that also secure our obligations under the Revolving Credit Facility Agreement (as

defined herein), entered into on June 12, 2014. Pursuant to the terms of the Intercreditor Agreement (as defined herein),
any liabilities in respect of obligations under the Revolving Credit Facility Agreement or in respect of certain hedging
obligations, in each case that are secured by assets that also secure our obligations under the Notes and the Note
Guarantees, will receive priority with respect to any proceeds received upon any enforcement action over any such assets.
There is currently no public market for the Notes. An application has been made to list the Notes on the Official List of
the Luxembourg Stock Exchange and to admit the Notes to trading on the Euro MTF Market. The Euro MTF Market is
not a regulated market pursuant to the provisions of Directive 2004/39/EC.
An investment in the Notes involves risks. See "Risk factors" beginning on page 26.
The Notes and the Note 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 state of the United States or any other jurisdiction.
Accordingly, the Notes are being offered and sold in the United States only to "qualified institutional buyers" in
accordance with Rule 144A under the Securities Act and non-U.S. persons outside the United States in offshore
transactions in accordance with Regulation S under the Securities Act. Prospective purchasers of the Notes that are
qualified institutional buyers are hereby notified that the seller may be relying on the exemption from the provisions of
Section 5 of the Securities Act provided by Rule 144A. For further details about eligible offerees and resale restrictions,
see "Notice to investors".
The Notes were issued in the form of global notes in registered form. See "Book entry, delivery and form". The Notes
were delivered to investors in book entry form through Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking,
société anonyme ("Clearstream") on July 10, 2014 (the "Issue Date"). This offering memorandum constitutes a
prospectus for the purpose of the Luxembourg law dated July 10, 2005 on Prospectuses for Securities, as amended.
Joint book running managers
J.P. Morgan
Lloyds Bank
August 4, 2014

You should rely only on the information contained in this offering memorandum. We have not, and J.P. Morgan
Securities plc and Lloyds Bank plc (the "Initial Purchasers") have not, authorized anyone to provide you with
information that is different from the information contained herein. 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 of this offering
memorandum.
We are not, and the Initial Purchasers are not, making an offer of these securities in any jurisdiction where such
offer is not permitted.
Table of contents
Page
Industry and market data ..............................................................................................................................................
x
Presentation of financial and other information ...........................................................................................................
xi
Exchange rate information ...........................................................................................................................................
xvi
Summary ......................................................................................................................................................................
1
The offering..................................................................................................................................................................
12
Summary consolidated financial information...............................................................................................................
19
Risk factors...................................................................................................................................................................
26
Use of proceeds ............................................................................................................................................................
52
Capitalization................................................................................................................................................................
53
Selected historical consolidated financial information .................................................................................................
54
Management's discussion and analysis of financial condition and results of operations .............................................
58
Industry.........................................................................................................................................................................
83
Our business .................................................................................................................................................................
87
Management .................................................................................................................................................................
105
Principal shareholders ..................................................................................................................................................
108
Certain relationships and related party transactions .....................................................................................................
109
Description of other indebtedness ................................................................................................................................
110
Description of the Notes...............................................................................................................................................
119
Book entry, delivery and form......................................................................................................................................
206
Tax considerations........................................................................................................................................................
211
Certain insolvency law and local law limitations on validity and enforceability of the guarantees and security
interests.....................................................................................................................................................................
218
Plan of distribution .......................................................................................................................................................
241
Notice to investors........................................................................................................................................................
244
Legal matters ................................................................................................................................................................
247
Independent auditors ....................................................................................................................................................
248
Where to find additional information ...........................................................................................................................
249
Enforcement of civil liabilities .....................................................................................................................................
250
Listing and general information ...................................................................................................................................
253
Index to Financial Statements.......................................................................................................................................
F-1
Boing Group Financing plc (the "Issuer") is incorporated as a public limited company under the laws of England and
Wales. The registered office of the Issuer in the United Kingdom is at One Stanhope Gate, London, W1K 1AF and its
telephone number at that address is +44 (0) 20 7399 4200.
i

Important information about the offering
This offering memorandum does not constitute an offer or solicitation by anyone in any jurisdiction in which such offer
or solicitation is not authorized or to any person to whom it is unlawful to make such offer or solicitation. No action has
been, or will be, taken to permit a public offering in any jurisdiction where action would be required for that purpose.
Accordingly, the Notes may not be offered or sold, directly or indirectly, nor may this offering memorandum be
distributed, in any jurisdiction except in accordance with the legal requirements applicable in such jurisdiction.
This offering memorandum has been prepared by us solely for use in connection with this offering. This offering
memorandum is personal to each offeree and does not constitute an offer to any other person or to the public generally to
subscribe for or otherwise acquire Notes. The contents of this offering memorandum may only be used for the purpose
for which this offering memorandum has been published.
In making an investment decision, prospective investors must rely on their own examination of our company and the
terms of this offering, including the merits and risks involved. In addition, neither we nor the Initial Purchasers nor any of
our or their respective representatives are 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, tax or other advice. You
should consult your own advisors as to the 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; neither we nor the
Initial Purchasers shall have any responsibility for any of the foregoing legal requirements.
This offering memorandum is based on information provided by us and other sources that we believe to be reliable. The
Initial Purchasers are not making any representation or warranty, express or implied, that this information is accurate or
complete and are not responsible for this information. Nothing contained in this offering memorandum is, or shall be
relied upon as, a promise or representation by any of the Initial Purchasers as to the past or future. In this offering
memorandum, we have summarized certain documents and other information in a manner we believe to be accurate, but
we refer you to the actual documents for a more complete understanding.
We accept responsibility for the information contained in this offering memorandum. To the best of our knowledge and
belief, having taken all reasonable care to ensure that such is the case, the information contained in this offering
memorandum is in accordance with the facts and does not omit anything material that is likely to affect the import of
such information.
The information contained in this offering memorandum is correct as of the date hereof. Neither the delivery of this
offering memorandum at any time after the date of publication nor any subsequent commitment to purchase the Notes
shall, under any circumstances, create an implication that there has been no change in the information set forth in this
offering memorandum or in our business since the date of this offering memorandum.
The information contained in this offering memorandum under the caption "Exchange rate information" includes extracts
from information and data publicly released by official and other sources. While we accept responsibility for accurately
summarizing such information, we accept no further responsibility in respect thereto.
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 or Clearstream currently in effect. While we accept responsibility for accurately
summarizing the information concerning Euroclear and Clearstream, we accept no further responsibility in respect of
such information. Euroclear and Clearstream are not under any obligation to perform or continue to perform under such
clearing arrangements and such arrangements may be modified or discontinued by any of them at any time. We will not,
nor will any of our agents, have responsibility for the performance of the respective obligations of Euroclear and
Clearstream or their respective participants. Investors wishing to use these clearing systems are advised to confirm the
continued applicability of these arrangements.
By receiving this offering memorandum, you acknowledge that you have had an opportunity to request from us 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.
None of the U.S. Securities and Exchange Commission (the "SEC"), any state securities commission or any other
regulatory authority have approved or disapproved of the Notes, nor have any of the foregoing authorities passed upon or
ii

endorsed the merits of the Offering or the accuracy or adequacy of this offering memorandum. Any representation to the
contrary could be a criminal offense in certain countries.
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 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 Notes were available initially only in book entry form. The Notes sold pursuant to this offering memorandum were
issued in the form of one or more global notes, which were deposited with, or on behalf of, a common depositary and
registered in the name of the nominee of the common depositary for the accounts of Euroclear and Clearstream.
Beneficial interests in the global notes will be shown on, and transfers of beneficial interests in the global notes will be
effected only through, records maintained by Euroclear and Clearstream and their direct and indirect participants, as
applicable. After the initial issuance of the global notes, Notes in certificated form will be issued in exchange for the
global notes only as set forth in the indenture governing the Notes (the "Indenture"). See "Book entry, delivery and
form".
We reserve the right to withdraw the offering at any time. We and the Initial Purchasers also reserve the right to reject
any offer to purchase the Notes in whole or in part for any reason or no reason and to allot to any prospective purchaser
less than the full amount of the Notes sought by it. The Initial Purchasers and certain of their respective related entities
may acquire, for their own accounts, a portion of the Notes.
iii

Stabilization
IN CONNECTION WITH THE OFFERING OF THE NOTES, J.P. MORGAN SECURITIES PLC OR ONE OF ITS
AFFILIATES OR PERSONS ACTING ON ITS BEHALF (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 A STABILIZING MANAGER WILL UNDERTAKE STABILIZATION ACTION. ANY
STABILIZATION 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 ISSUE DATE, OR NO
LATER THAN 60 DAYS AFTER THE DATE OF THE ALLOTMENT OF THE NOTES, WHICHEVER IS EARLIER.
Each purchaser of the Notes will be deemed to have made the representations, warranties and acknowledgements that are
described in this offering memorandum under the "Notice to investors" section of this offering memorandum.
Alternative settlement cycle
Delivery of the Notes has been made against payment therefor on July 10, 2014, which was the fifth London business
day (fourth New York business day) following the date of pricing of the Notes (such settlement cycle being herein
referred to as "T+5"). Under Rule 15(c)6 1 under the Exchange Act (as defined herein), trades in the secondary market
generally are required to settle in three business days, unless the parties to any such trade expressly agree otherwise.
Accordingly, purchasers who wished to trade Notes on the date of pricing or the next two succeeding business days were
required, by virtue of the fact that the Notes initially settled T+5, to specify an alternative settlement cycle at the time of
any such trade to prevent a failed settlement. Purchasers of Notes who wished to trade Notes on the date of pricing or the
next succeeding business day should have consulted their advisors.
Notice to investors in the United States
The Notes and the Note Guarantees have not been and will not be registered under the. 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 the exemption
from the registration requirements of the Securities Act provided by Rule 144A. The Notes may be offered and sold
outside the United States in reliance on Regulation S. Prospective investors are hereby notified that sellers of the Notes
may be relying on the exemption from the registration requirements of Section 5 of the Securities Act provided by
Rule 144A. For a description of certain restrictions on transfers of the Notes, see "Notice to investors".
Notice to New Hampshire residents only
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE
HAS BEEN FILED UNDER CHAPTER 421 B OF THE NEW HAMPSHIRE REVISED STATUTES
ANNOTATED ("RSA 421 B") WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A
SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW
HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW HAMPSHIRE THAT
ANY DOCUMENT FILED UNDER RSA 421 B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER
ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A
SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY
WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO,
ANY PERSONS, 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 investors in the United Kingdom
This issue and distribution of this offering memorandum is restricted by law. This offering memorandum is not being
distributed by, nor has it been approved for the purposes of Section 21 of the Financial Services and Markets Act 2000
by, a person authorized under the Financial Services and Markets Act 2000. This offering memorandum is for
distribution only to, and is only directed at, persons who (i) are outside the United Kingdom or (ii) have professional
experience in matters relating to investments (being investment professionals falling within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Financial Promotion Order"));
(iii) are persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the
iv

Financial Promotion Order; or (iv) are persons to whom an invitation or inducement to engage in investment activity
(within the meaning of Section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of
any Notes may otherwise lawfully be communicated or caused to be communicated (all such persons 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 to, and any invitation, offer or
agreement to subscribe, purchase or otherwise acquire such 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 Financial Services and Markets Act 2000.
Notice to investors in the European Economic Area
This offering memorandum is not a prospectus and is being distributed to a limited number of recipients for the sole
purpose of assisting such recipients in determining whether to proceed with a further investigation of the purchase of, or
subscription for, the Notes. This offering memorandum has been prepared on the basis that all offers of the Notes will be
made pursuant to an exemption under the Prospectus Directive, as implemented in Member States of the European
Economic Area (the "EEA"), from the requirement to produce a prospectus for offers of the Notes. Accordingly, any
person making or intending to make any offer within the EEA of the Notes, which are the subject of the placement
contemplated in this offering memorandum, should only do so in circumstances in which no obligation arises for us or
any of the Initial Purchasers to produce a prospectus for such offer. Neither we nor the Initial Purchasers have authorized,
nor do they authorize, the making of any offer of Notes through any financial intermediary, other than offers made by the
Initial Purchasers, which constitute the final placement of the Notes contemplated in this offering memorandum.
In relation to each 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 Notes that are the subject of this offering memorandum to the public in that
Relevant Member State prior to the publication of a prospectus in relation to Notes that 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 Prospectus Directive,
except that it may, with effect from and including the Relevant Implementation Date, make an offer of the Notes in the
Relevant Member State at any time:
(a)
to any legal entity that 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 provision 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; or
(c)
in any other circumstances falling within Article 3(2) of the Prospectus Directive,
provided that no such offer of Notes shall result in a requirement for the publication by the Issuer or the Initial Purchasers
of a prospectus pursuant to Article 3 of the Prospectus Directive or a supplement to a prospectus pursuant to Article 16 of
the Prospectus Directive.
For the purposes of this provision, the expression an "offer of Notes to the public" in relation to any Notes in any
Relevant Member State means the communication in any form and by any means of sufficient information on the terms
of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe for the Notes, as the
same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State,
the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD
Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing
measure in the Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.
Notice to investors in France
The Notes have not been and will not be offered or sold to the public in the Republic of France, and no offering or
marketing materials relating to the Notes must be made available or distributed in any way that would constitute, directly
or indirectly, an offer to the public in the Republic of France.
v

The Notes may only be offered or sold in the Republic of France pursuant to Article L.411-2-II of the French Code
monétaire et financier to (i) persons providing investment services relating to portfolio management for the account of
third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or
(ii) qualified investors (investisseurs qualifiés) acting for their own account, all as defined in and in accordance with
Articles L.411-1, L.411-2 and D.411-1 of the French Code monétaire et financier, except that qualified investors shall
not include individuals.
Prospective investors are informed that:
(i)
this offering memorandum has not been submitted for clearance to the French financial market authority
(Autorité des marchés financiers);
(ii)
entities referred to in Article L.411-2-II-2 of the French Code monétaire et financier may only participate in the
Offering for their own account, as provided under Articles D.411-1, D.734-1, D.744-1, D.754-1 and D.764-1 of
the French Code monétaire et financier; and
(iii)
the direct and indirect distribution or sale to the public of the Notes acquired by them may only be made in
compliance with Articles L.411-1, L.411-2, L.412-1 and L.621-8 to L.621- 8-3 of the French Code monétaire et
financier.
Notice to investors in Germany
In the Federal Republic of Germany, the Notes may only be offered and sold in accordance with the provisions of the
German Securities Prospectus Act (the "Securities Prospectus Act", Wertpapierprospektgesetz, WpPG) and any other
applicable German law. No application has been made under German law to offer the Notes to the public in or out of the
Federal Republic of Germany. The Notes are not registered or authorized for distribution under the German Securities
Prospectus Act and accordingly may not be, and are not being, offered or advertised publicly or by public promotion.
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. 6 of the
German Securities Prospectus Act or who are subject of another exemption in accordance with Section 3 para. 2 of the
Securities Prospectus Act. Any resale of the Notes in Germany may only be made in accordance with the Securities
Prospectus Act and other applicable laws.
Notice to investors in the Netherlands
For selling restrictions in respect of the Netherlands, see "--Notice to investors in the European Economic Area" above
and in addition:
Specific Dutch selling restriction for exempt offers: Each Initial Purchaser has represented and
agreed that it will not make an offer of the Notes which are the subject of the offering contemplated
by this offering memorandum to the public in the Netherlands in reliance on Article 3(2) of the Prospectus Directive
unless such offer is made exclusively to legal entities which are qualified investors
(as defined in the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht,
the "NLFMSA")) in the Netherlands.
For the purposes of this provision, the expressions (i) an "offer of the Notes to the public" in relation to any Notes in the
Netherlands; and (ii) "Prospectus Directive", have the meaning given to them above in the paragraph headed "--Notice
to investors in the European Economic Area".
Notice to investors in Australia
No prospectus or other disclosure document in relation to the Notes has been or will be lodged with or registered by the
Australian Securities and Investments Commission or the ASX Limited.
Each Initial Purchaser has represented and agreed that:
(a)
it has not (directly or indirectly) made or invited, and will not make or invite, an offer of the Notes for issue or
sale in, to or from Australia (including an offer or invitation which is received by a person in Australia); and
vi

(b)
it has not distributed or published and will not distribute or publish any draft or final form offering
memorandum, advertisement or other offering material relating to the Notes in Australia, unless (i) the
minimum aggregate consideration payable by each offeree is at least AUD 500,000 (or its equivalent in other
currencies and disregarding money lent by the offeror or its associates) or the offer otherwise does not require
disclosure to investors in accordance with Parts 6D.2 and 7.9 of the Corporations Act 2001 of the
Commonwealth of Australia (the "Australian Corporations Act 2001"), and (ii) the offer or invitation does not
constitute an offer to a "retail client" as defined for the purposes of section 761G of the Australian Corporations
Act 2001, (iii) such action complies with all applicable laws and regulations in Australia and (iv) such action
does not require any document to be lodged with the Australian Securities and Investment Commission or any
other authority.
vii

Forward looking statements
This offering memorandum contains "forward looking statements" within the meaning of the securities laws of certain
jurisdictions, including statements under the captions "Summary", "Risk factors", "Management's discussion and
analysis of financial condition and results of operations", "Industry", "Our business" and in other sections. In some cases,
these forward looking statements can be identified by the use of forward looking terminology, including the words
"believes", "could", "estimates", "anticipates", "expects", "intends", "may", "will", "plans", "continue", "ongoing",
"potential", "predict", "project", "target", "seek", "should" or "would" or, in each case, their negative or other variations
or comparable terminology or by discussions of strategies, plans, objectives, targets, goals, future events or intentions.
These forward looking statements include all matters that are not historical facts. They appear in a number of places
throughout this offering memorandum and include statements regarding our intentions, beliefs or current expectations
concerning, among other things, our results of operations, financial condition, liquidity, prospects, growth, strategies and
dividend policy and the industry in which we operate.
By their nature, forward looking statements involve known and unknown risks and uncertainties because they relate to
events and depend on circumstances that may or may not occur in the future. Forward looking statements are not
guarantees of future performance. You should not place undue reliance on these forward looking statements.
Many factors may cause our results of operations, financial condition, liquidity and the development of the industry in
which we compete to differ materially from those expressed or implied by the forward looking statements contained in
this offering memorandum.
These factors include, among others, risks related:
·
to deterioration in general macro-economic conditions;
·
to the weather (particularly rain, snow and severe cold spells);
·
to challenges to our operator model, increasing exposure to legal and compliance issues and tax liabilities;
·
to vehicle miles driven in our key markets;
·
to the continued growth or development of the size of the car parc;
·
to the success of any expansion of our car wash network;
·
to acquisitions that may prove to be unsuccessful or strain or divert resources;
·
to our ability to further implement planned renovations successfully;
·
to increased energy and water costs or disruptions in energy and water supplies;
·
to our dependence on one supplier for all cleaning chemicals and the replacement of this supplier;
·
to our ability to continue to develop and introduce new products;
·
to successfully divesting under-performing sites or releasing higher alternative use values for our sites;
·
to our reliance on third party operators to manage each car wash site;
·
to our ability to compete effectively in a highly competitive business environment;
·
to a competing car wash facility opening in the vicinity of one of our sites;
·
to loss of our key management and other personnel, or inability to attract such management and other personnel;
·
to our ability to renew or replace our site leases or lease new sites on favorable terms, or to any current leases being
terminated prior to the expiry of their stated term;
·
to our international operations conducting business in multiple jurisdictions;
·
to changes in currency exchange rates;
viii