Obligation Bopar Finance PLC 5.5% ( XS1082472587 ) en GBP

Bopar Finance PLC

100 % ▲

Royaume-uni

XS1082472587 ( en GBP )

5.5% par an ( paiement semestriel )

14/07/2021 - Obligation échue

Prospectus brochure de l'obligation Boparan Finance PLC XS1082472587 en GBP 5.5%, échue

100 000 GBP

330 000 000 GBP

Boparan Holdings Limited, dont Boparan Finance PLC est une filiale, est une société holding privée britannique diversifiée, principalement active dans les secteurs agroalimentaires, avec des intérêts dans la volaille, les produits laitiers et la restauration rapide.

L'Obligation émise par Bopar Finance PLC ( Royaume-uni ) , en GBP, avec le code ISIN XS1082472587, paye un coupon de 5.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/07/2021

LISTING PARTICULARS
NOT FOR GENERAL DISTRIBUTION
IN THE UNITED STATES
14JUN201419354081
Boparan Finance plc
£250,000,000 5.25% Senior Notes due 2019
£330,000,000 5.50% Senior Notes due 2021
g300,000,000 4.375% Senior Notes due 2021
Guaranteed on a senior basis by
Boparan Holdings Limited
Boparan Finance plc, a public limited company incorporated under the laws of England and Wales (the ``Issuer''), offered (the ``Offering'')
£250,000,000 aggregate principal amount of 5.25% Senior Notes due 2019 (the ``2019 Notes''), £330,000,000 aggregate principal amount of
5.50% Senior Notes due 2021 (the ``2021 Sterling Notes'' and together with the 2019 Notes, the ``Sterling Notes'') and e300,000,000 aggregate
principal amount of 4.375% Senior Notes due 2021 (the ``2021 Euro Notes'', and together with the 2021 Sterling Notes, the ``2021 Notes'', and
together with the 2019 Notes, the ``Notes''). We will pay interest on the Notes semi-annually on each February 15 and August 15, beginning on
February 15, 2015.
Prior to July 15, 2016, we may, at our option, redeem all or a portion of the 2019 Notes by paying the applicable ``make-whole'' premium described
in these listing particulars (these ``Listing Particulars''). In addition, we may redeem up to 35% of the aggregate principal amount of the 2019 Notes
prior to July 15, 2016, with the net proceeds of certain equity offerings. At any time on or after July 15, 2016 we may redeem, at our option, all or a
portion of the 2019 Notes by paying a specific premium to you as set forth in these Listing Particulars. We may also redeem all, but not less than all,
of the 2019 Notes in the event of certain developments affecting taxation. If we undergo certain specified changes of control, each holder may
require us to repurchase all or a portion of its 2019 Notes at 101% of their principal amount. The 2019 Notes will mature on July 15, 2019.
Prior to July 15, 2017, we may, at our option, redeem all or a portion of the 2021 Notes by paying the applicable ``make-whole'' premium described
in these Listing Particulars. In addition, we may redeem up to 35% of the aggregate principal amount of the 2021 Notes prior to July 15, 2017, with
the net proceeds of certain equity offerings. At any time on or after July 15, 2017 we may redeem, at our option, all or a portion of the 2021 Notes by
paying a specific premium to you as set forth in these Listing Particulars. We may also redeem all, but not less than all, of the 2021 Notes in the
event of certain developments affecting taxation. If we undergo certain specified changes of control, each holder may require us to repurchase all
or a portion of its 2021 Notes at 101% of their principal amount. The 2021 Notes will mature on July 15, 2021.
Prior to July 15, 2016 in respect of the 2019 Notes, and prior to July 15, 2017 in respect of the 2021 Notes, we may, at our option, redeem during
each 12-month period commencing with the Issue Date up to 10% of the aggregate principal outstanding amount of the Notes, from time to time, at
a redemption price equal to 103% of the principal amount of the Notes redeemed plus accrued and unpaid interest on the Notes to, but not
including, the redemption date.
The Notes are senior unsecured obligations of the Issuer and rank equally in right of payment with all other existing and future senior debt of the
Issuer, and are effectively subordinated to the Issuer's existing and future secured indebtedness to the extent of the value of the assets securing
such indebtedness. The Notes are guaranteed (the ``Guarantees''), jointly and severally, on a senior unsecured basis by the Issuer's immediate
parent company, Boparan Holdings Limited (the ``Company''), together with the Company's immediate parent company and certain of the
Company's subsidiaries (together, the ``Guarantors''). Each Guarantee ranks equally in right of payment to all existing and future senior debt of
such Guarantor and senior in right of payment to all existing and future debt of such Guarantor that is subordinated to its Guarantee, and is
effectively subordinated to such Guarantor's existing and future secured indebtedness to the extent of the value of the assets securing such
indebtedness and the indebtedness of the Issuer's subsidiaries that are not Guarantors. The Notes are secured by a first priority share pledge of
100% of the shares of the Company, an assignment by the Company's immediate parent company of amounts owed to it by the Company,
assignments by the Issuer of its rights under the intercompany loans of the proceeds of the Offering made to the Company and any other
intercompany loans made by the Issuer to the Company and assignments by the Company of its rights under any intercompany on-loans of the
proceeds of the Offering and other proceeds loans made to certain of its subsidiaries.
These Listing Particulars include information on the terms of the Notes and Guarantees, including redemption and repurchase prices, covenants
and transfer restrictions.
We have applied for the Notes to be listed on the Official List of the Luxembourg Stock Exchange and admitted to trading on the Euro MTF Market.
These Listing Particulars constitute a prospectus for the purpose of the Luxembourg Law dated July 10, 2005 on Prospectus for Securities as
amended.
Investing in the Notes involves a high degree of risk. See ``Risk Factors'' beginning on page 21.
Issue Price for 2019 Notes: 100.000% plus accrued interest, if any, from the Issue Date.
Issue Price for 2021 Sterling Notes: 100.000% plus accrued interest, if any, from the Issue Date.
Issue Price for 2021 Euro Notes: 100.000% plus accrued interest, if any, from the Issue Date.
The Sterling Notes were issued in registered form in minimum denominations of £100,000 and integral multiples of £1,000 in excess thereof. The
2021 Euro Notes were issued in registered form in minimum denominations of e100,000 and integral multiples of e1,000 in excess thereof. Delivery
of the Notes will be made in book-entry form through a common depositary of Euroclear Bank SA/NV (``Euroclear'') and Clearstream Banking,
soci´
et´
e anonyme (``Clearstream'') on July 7, 2014 (the ``Issue Date'').
The Notes and the Guarantees have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the ``Securities
Act''). The Notes may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons, except to qualified
institutional buyers in reliance on the exemption from registration provided by Rule 144A of the Securities Act (``Rule 144A'') or to certain
persons in offshore transactions in reliance on Regulation S of the Securities Act (``Regulation S''). You are hereby notified that sellers of
the Notes may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. For a description
of certain restrictions on transfers of the Notes, see ``Plan of Distribution'' and ``Notice to Investors''.
Listing Particulars dated July 24, 2014

In making your investment decision, you should rely only on the information contained in the
Offering Memorandum dated June 25, 2014 (the ``Offering Memorandum'') and these Listing
Particulars. Neither us nor Goldman Sachs International, J.P. Morgan Securities plc, Barclays
Bank PLC, BNP Paribas London Branch, HSBC Bank plc, or The Royal Bank of Scotland plc
(collectively, the ``Initial Purchasers'') has authorized anyone to provide prospective investors
with any other information, and you should not rely on any such information. We are not, and the
Initial Purchasers are not, making an offer of the Notes in any jurisdiction where such offer is not
permitted. You should not assume that the information contained in these Listing Particulars is
accurate as of any date other than the date on the front of these Listing Particulars.
TABLE OF CONTENTS
STABILIZATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
i
NOTICE TO NEW HAMPSHIRE RESIDENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
i
IMPORTANT INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
i
NOTICE TO PROSPECTIVE INVESTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ii
NOTICE TO CERTAIN EUROPEAN INVESTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
iii
CERTAIN DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
iv
MARKET AND INDUSTRY DATA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
vii
PRESENTATION OF FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
vii
NON-GAAP FINANCIAL MEASURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
viii
FORWARD-LOOKING STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ix
EXCHANGE RATE AND CURRENCY INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
xi
SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
SUMMARY CORPORATE AND FINANCING STRUCTURE . . . . . . . . . . . . . . . . . . . . . . . . . . .
9
THE OFFERING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10
SUMMARY HISTORICAL FINANCIAL AND OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . .
15
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
21
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
43
CAPITALIZATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
44
SELECTED HISTORICAL FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
45
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
49
INDUSTRY OVERVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
80
BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
83
MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
108
PRINCIPAL SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
113
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS . . . . . . . . . . . . . . . . . . .
114
DESCRIPTION OF CERTAIN FINANCING ARRANGEMENTS . . . . . . . . . . . . . . . . . . . . . . . . .
115
DESCRIPTION OF NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
124
BOOK-ENTRY; DELIVERY AND FORM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
186
TAX CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
190
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
198
NOTICE TO INVESTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
200
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
204
INDEPENDENT AUDITORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
204
ENFORCEMENT OF CIVIL LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
204
AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
208
LISTING AND GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
209
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-1

STABILIZATION
IN CONNECTION WITH THE ISSUANCE OF THE NOTES, GOLDMAN SACHS INTERNATIONAL (THE
``STABILIZING MANAGER'') (OR ANY PERSON 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 ANY
PERSON ACTING ON BEHALF OF THE STABILIZING MANAGER) WILL UNDERTAKE STABILIATION
ACTION. ANY STABILIZATION ACTION MAY BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE
PUBLIC DISCLOSURE OF THE TERMS OF THE OFFER OF THE NOTES IS MADE AND, IF BEGUN, MAY
BE ENDED AT ANY TIME, BUT IT MUST END NO LATER THAN THE EARLIER OF 30 DAYS AFTER THE
ISSUE DATE OF THE NOTES AND 60 DAYS AFTER THE DATE OF THE ALLOTMENT OF THE NOTES.
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE
HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES
ANNOTATED, 1955, AS AMENDED (``RSA 421-B'') WITH THE STATE OF NEW HAMPSHIRE NOR
THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE
STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE 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.
IMPORTANT INFORMATION
In making an investment decision regarding the Notes, you must rely on your own examination of the
Issuer, the Guarantors and the terms of the Offering, including the merits and risks involved. The Offering
was made on the basis of the Offering Memorandum only.
We prepared the Offering Memorandum solely for use in connection with the Offering and the Listing
Particulars solely for application of the Notes for listing on the Official List of the Luxembourg Stock
Exchange and for trading on the Euro MTF Market.
You are not to construe the contents of these Listing Particulars as investment, legal or tax advice. You
should consult your own counsel, accountants and other advisors as to legal, tax, business, financial
and related aspects of a purchase of the Notes. You are responsible for making your own examination of
the Issuer, the Guarantors and your own assessment of the merits and risks of investing in the Notes.
None of the Issuer, the Guarantors, the Initial Purchasers, the Trustee, the Security Agent or any of the
other agents is making any representation to you regarding the legality of an investment in the Notes by
you under appropriate legal investment or similar laws.
The information contained in these Listing Particulars has been furnished by the Issuer, the Guarantors
and other sources we believe to be reliable. These Listing Particulars contain summaries, believed to be
accurate, of some of the terms of specific documents, but reference is made to the actual documents,
copies of which will be made available upon request, for the complete information contained in those
documents. You should contact the Company or the Initial Purchasers with any questions about the
Offering or if you require additional information to verify the information contained in these Listing
Particulars. All summaries contained herein are qualified in their entirety by this reference. Copies of
certain documents and other information relating to the issuance of the Notes will be available at the
specified offices of the listing agent in Luxembourg. See ``Listing and General Information''.
The Initial Purchasers will provide prospective investors with a copy of the Offering Memorandum and
any related amendments or supplements. By receiving the Offering Memorandum, you 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 or not to invest in the Notes.
The information set out in those sections of these Listing Particulars describing clearing and settlement
is subject to any change or reinterpretation of the rules, regulations and procedures of Euroclear and
i

Clearstream currently in effect. Investors wishing to use these clearing systems are advised to confirm
the continued applicability of their rules, regulations and procedures. Neither the Issuer, the Guarantors,
the Trustee nor the agents will have any responsibility or liability for any aspect of the records relating to,
or payments made on account of, book-entry interests held through the facilities of any clearing system
or for maintaining, supervising or reviewing any records relating to such book-entry interests.
No person is authorized in connection with the Offering to give any information or to make any
representation not contained in the Offering Memorandum and, if given or made, any other information
or representation must not be relied upon as having been authorized by the Issuer, the Guarantors or the
Initial Purchasers. The information contained in the Listing Particulars is accurate as of the date hereof.
Neither the delivery of the Listing Particulars at any time nor any subsequent commitment to purchase
the Notes shall, under any circumstances, create any implication that there has been no change in the
information set forth in the Listing Particulars or in the business of the Issuer or the Guarantors since the
date of the Listing Particulars.
We accept responsibility for the information contained in the Listing Particulars. We have made all
reasonable inquiries and confirmed to the best of our knowledge, information and belief that the
information contained in the Listing Particulars with regard to us and our subsidiaries and our affiliates
and the Notes is true and accurate in all material respects, that the opinions and intentions expressed in
the Listing Particulars are honestly held, and that we are not aware of any facts the omission of which
would make the Listing Particulars or any statement contained herein misleading in any material respect.
The Initial Purchasers make no representation or warranty, express or implied, as to, and assume no
responsibility for, the accuracy or completeness of the information contained in these Listing Particulars.
Nothing contained in these Listing Particulars is, or shall be relied upon as, a promise or representation
by the Initial Purchasers as to the past or the future. We have furnished the information contained in
these Listing Particulars.
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. You
should be aware that you may be required to bear the financial risks of this investment for an indefinite
period of time. See ``Plan of Distribution'' and ``Notice to Investors''.
We made the Offering subject to the terms described in the Offering Memorandum and the purchase
agreement among the Issuer, the Guarantors and the Initial Purchasers relating to the purchase and sale
of the Notes. The Issuer and the Initial Purchasers each reserve the right to reject any commitment to
subscribe for the Notes in whole or in part and to allot to any prospective investor less than the full
amount of the Notes sought by such investor. The Initial Purchasers and certain of their related entities
may acquire, for their own accounts, a portion of the Notes.
The distribution of these Listing Particulars and the offer and sale of the Notes are restricted by law in
some jurisdictions. These Listing Particulars do not constitute an offer to sell or an invitation to subscribe
for or purchase any of the Notes in any jurisdiction in which such offer or invitation is not authorized or to
any person to whom it is unlawful to make such an offer or invitation. Each prospective purchaser of the
Notes must comply with all applicable laws and regulations in force in any jurisdiction in which it
purchases, offers or sells the Notes or possesses or distributes these Listing Particulars, and must obtain
any consent, approval or permission required under any regulations in force in any jurisdiction to which it
is subject or in which it makes such purchases, offers or sales, and neither the Issuer nor the Initial
Purchasers shall have any responsibility therefor. See ``--Notice to Prospective Investors'', ``--Notice to
Certain European Investors'', ``Plan of Distribution'' and ``Notice to Investors''.
NOTICE TO PROSPECTIVE INVESTORS
The Offering was made in the United States in reliance upon an exemption from registration under the
Securities Act for an offer and sale of the Notes which does not involve a public offering. In making your
purchase, you will be deemed to have made certain acknowledgments, representations and
agreements. See ``Notice to Investors''.
The Offering Memorandum was provided (1) to a limited number of United States investors that the
Company reasonably believes to be ``qualified institutional buyers'' under Rule 144A under the
Securities Act for informational use solely in connection with their consideration of the purchase of the
Notes and (2) to investors outside the United States who are not U.S. persons in connection with
offshore transactions complying with Rule 903 or Rule 904 of Regulation S under the Securities Act. The
ii

Notes described in the Offering Memorandum and these Listing Particulars have not been registered
with, recommended by or approved by the U.S. Securities and Exchange Commission (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 the Offering Memorandum and
these Listing Particulars. Any representation to the contrary is a criminal offence.
PROSPECTIVE INVESTORS ARE HEREBY NOTIFIED THAT: (A) ANY DISCUSSION OF U.S.
FEDERAL TAX ISSUES CONTAINED OR REFERRED TO IN THIS OFFERING MEMORANDUM IS
NOT INTENDED OR WRITTEN TO BE USED FOR THE PURPOSES OF AVOIDING PENALTIES THAT
MAY BE IMPOSED ON THEM UNDER THE U.S. INTERNAL REVENUE CODE OF 1986, AS
AMENDED; (B) SUCH DISCUSSION IS BEING USED IN CONNECTION WITH THE PROMOTION OR
MARKETING BY US OF THE TRANSACTIONS OR MATTERS ADDRESSED HEREIN; AND
(C) PROSPECTIVE INVESTORS SHOULD SEEK ADVICE BASED ON THEIR PARTICULAR
CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.
NOTICE TO CERTAIN EUROPEAN INVESTORS
European Economic Area
The Offering Memorandum and these Listing Particulars have been prepared on the basis that all offers
of the Notes in any Member State of the European Economic Area which has implemented the
Prospectus Directive (each a ``Relevant Member State'') will be made pursuant to an exemption under
the Prospectus Directive from the requirement to produce a prospectus for offers of the Notes.
Accordingly, any person making or intending to make any offer in that Relevant Member States of the
Notes may only do so in circumstances in which no obligation arises for the Issuer or the Initial
Purchasers to publish a prospectus pursuant to Article 3 of the Prospectus Directive. Neither the Issuer
nor the Initial Purchasers have authorized, nor do they authorize, the making of any offer of Notes in
circumstances in which an obligation arises for the Issuer or the Initial Purchasers to publish a
prospectus for such offer.
In relation to each Relevant Member State, with effect from and including the date on which the
Prospectus Directive is implemented in that Relevant Member State, the offer of any Notes which is the
subject of the Offering contemplated by the Offering Memorandum is not being made and will not be
made to the public in that Relevant Member State, other than at any time to: (a) any legal entity which is a
qualified investor as defined in the Prospectus Directive; (b) 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), subject to obtaining the
prior consent of the relevant representative of the Issuer for 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 require
the Issuer or the Initial Purchasers to publish a prospectus pursuant to Article 3 of the Prospectus
Directive.
For the purposes of this provision, the expression an ``offer of Notes to the public'' in relation to the Notes
in any Relevant Member State means the communication in any form and by any means of sufficient
information about the terms of the offer and the Notes to be offered so as to enable an investor to decide
to purchase the Notes, as the same may be varied in that Relevant Member State by any measure
implementing the Prospectus Directive in that Relevant Member State and 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.
United Kingdom
These Listing Particulars are for distribution only to, and are directed solely at, persons who (i) are
outside the U.K., (ii) 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''), (iii) are persons falling within Article 49(2)(a) to (d) of the 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 (the ``FSMA'')) in connection with
the issue or sale of any Notes may otherwise be lawfully communicated or caused to be communicated
iii

(all such persons together being referred to as ``relevant persons''). These Listing Particulars are
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 these Listing Particulars relate 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 these Listing Particulars or any of their contents.
The Netherlands
The Notes which are the subject of the offering contemplated by the Offering Memorandum, are not and
may not be offered in the Netherlands other than to persons or entities which are qualified investors as
defined in article 1:1 of the Dutch Financial Supervision Act (Wet op het financieel toezicht or the ``AFS'').
Each purchaser of Notes described in the Offering Memorandum located in the Netherlands will be
deemed to have represented, acknowledged and agreed that it is a qualified investor (gekwalificeerde
belegger) as defined in section 1:1 of the AFS. For the purposes of this provision, the expression an
``offer of Notes to the public'' in relation to any Notes in the Netherlands means to make a sufficiently
specific offer addressed to more than one person as referred to in section 217(1) of Book 6 of the Dutch
Civil Code to conclude a contract to purchase or otherwise acquire the Notes, or to issue an invitation to
make an offer of the Notes.
Jersey
No offer for subscription, sale or exchange of the Notes may be circulated in Jersey without the consent
of the Jersey Financial Services Commission.
CERTAIN DEFINITIONS
For purposes of these Listing Particulars the terms ``we'', ``us'', ``our'', ``2 Sisters'', ``the Company'' and
similar references refer to Boparan Holdings Limited and its consolidated subsidiaries. Additionally, any
references to our European business or operations refer to our mainland European business only.
As used in these Listing Particulars, the following terms have the following meanings:
``2 Sisters FG'' refers to 2 Sisters Food Group Limited, a wholly owned subsidiary of the Company.
``2018 Euro Notes'' means the Issuer's e340 million aggregate principal amount of 9.75% Senior Notes
due 2018, to be refinanced in full with the net proceeds of the Offering. See ``Use of Proceeds''.
``2018 Notes'' means the 2018 Sterling Notes and the 2018 Euro Notes.
``2018 Notes Redemption'' means the redemption, satisfaction and discharge in respect of any 2018
Notes not repurchased in the 2018 Notes Tender Offers. See ``Summary--Recent Developments--2018
Notes Redemption''.
``2018 Notes Tender Offers'' refers to the tender offers launched by the Issuer for the 2018 Sterling Notes
and the 2018 Euro Notes. See ``Summary--Recent Developments--2018 Notes Tender Offers''.
``2018 Sterling Notes'' means the Issuer's £400 million aggregate principal amount of 9.875% Senior
Notes due 2018, to be refinanced in full with the net proceeds of the Offering. See ``Use of Proceeds''.
``Aldi'' refers to Aldi Einkauf GmbH & Compagnie, oHG.
``Amber'' refers to Amber Foods Limited, a wholly owned subsidiary of the Company.
``ambient'' means foods that are shelf-stable, that would normally be stored refrigerated but have been
processed so they can be safely stored in a sealed container at room temperature with a specified shelf
life.
``Asda'' refers to Asda Stores Limited.
``Bakkav¨
or'' refers to Bakkav¨
or Group Limited.
``Board'' refers to the board of directors of the Company.
``Brookes Avana Acquisition'' refers to our acquisition of the Brookes Avana business, consisting of RF
Brookes and Avana Bakeries, on December 30, 2011.
``Burtons'' refers to Burton's Biscuit Company.
iv

``Cargill'' refers to Cargill, Incorporated.
``Company'' means Boparan Holdings Limited and its consolidated subsidiaries.
``Costco'' refers to Costco Wholesale Corporation.
``Dunnes'' refers to Dunnes Stores.
``Existing Indebtedness'' means the 2018 Notes and the Existing Revolving Facility Agreement.
``Existing Revolving Facility Agreement'' refers to the senior secured Revolving Facility Agreement,
dated March 2, 2011 (as amended and restated on April 19, 2011), between the Company as original
borrower, certain of the Company's subsidiaries as original guarantors, BNP Paribas London Branch,
HSBC Bank plc and Rabobank International, as lenders, HSBC Bank plc, as facility agent and The Law
Debenture Trust Corporation PLC as security agent.
``Faccenda'' refers to Faccenda Group.
``Fiscal Year 2011'' means the 52 week fiscal year of the Company ended July 30, 2011.
``Fiscal Year 2012'' means the 52 week fiscal year of the Company ended July 28, 2012.
``Fiscal Year 2013'' means the 52 week fiscal year of the Company ending July 27, 2013.
``Five Star Fish'' refers to Five Star Fish Limited, a wholly owned subsidiary of the Company.
``Guarantors'' collectively refers to Midco, the Company, 2 Sisters Europe B.V., 2 Sisters Food Group,
2 Sisters Red Meat Limited, 2 Sisters Poultry Limited, Amber, Northern Foods, Northern Foods Grocery
Group Limited, Solway Foods Holdings Limited, Solway Foods Limited, Five Star Fish and BH
Acquisitions Limited.
``Hook 2 Sisters'' refers to Hook 2 Sisters Limited, the joint venture between 2 Sisters FG and P D Hook.
``Iceland'' refers to Iceland Foods plc.
``Initial Purchasers'' refers to Goldman Sachs International, J.P. Morgan Securities plc, Barclays Bank
PLC, BNP Paribas, London Branch, HSBC Bank plc and The Royal Bank of Scotland plc.
``Issue Date'' refers to July 7, 2014.
``Issuer'' refers to Boparan Finance plc.
``JD Wetherspoon'' refers to JD Wetherspoon plc.
``KFC'' refers to KFC Corporation (more commonly known as Kentucky Fried Chicken), operated by
Yum! Restaurants International in the U.K.
``Lidl'' refers to Lidl Stiftung & Co. KG.
``Listing Particulars'' means these listing particulars.
``Marks & Spencer'' refers to Marks and Spencer plc.
``Midco'' refers to Boparan Midco Limited, a company organized under the laws of England and Wales.
``Midco Share and Receivables Security'' means a charge on the shares held by Midco in the Company
and on any amounts owed by the Company to Midco.
``Mondelez'' refers to Mondelez International, Inc.
``Morrisons'' refers to Wm Morrison Supermarkets plc.
``Moy Park'' refers to Moy Park Limited.
``MRCT'' refers to Moores Refrigeration Controlled Transport.
``New Intercreditor Agreement'' refers to the intercreditor agreement dated June 24, 2014 (as amended
from time to time) among, inter alios, the Company and The Law Debenture Trust Corporation p.l.c. as
security agent.
``New Revolving Facility'' refers to the super senior revolving facility made available under the New
Revolving Facility Agreement.
v

``New Revolving Facility Agreement'' refers to the super senior Revolving Facility Agreement, dated
June 24, 2014, between the Company as parent and as original borrower, the Company, Midco and
certain of the Company's subsidiaries as original guarantors, Goldman Sachs Bank USA, J.P. Morgan
Limited, Barclays Bank plc, HSBC Bank plc, The Royal Bank of Scotland plc and BNP Paribas, London
Branch as mandated lead arrangers, certain financial institutions listed therein as original lenders,
Wilmington Trust (London) Limited, as agent and The Law Debenture Trust Corporation p.l.c. as security
agent.
``Northern Foods'' refers to Northern Foods Limited (formerly Northern Foods plc) and its consolidated
subsidiaries.
``Northern Foods Acquisition'' refers to our acquisition of Northern Foods and its consolidated
subsidiaries on April 7, 2011.
``Northern Foods Pension Schemes'' means the Northern Foods Pension Scheme and the Northern
Foods Pension Builder Scheme. See ``Business--Our Business--Employees--Pensions''.
``Notes Proceeds Loan'' refers to one or more loans from the Issuer to the Company.
``Offering'' refers to the offering of the Notes by the Issuer and the application of the net proceeds
therefrom in the manner set forth herein under ``Use of Proceeds''.
``Offering Memorandum'' means the offering memorandum dated June 25, 2014.
``P D Hook'' refers to P D Hook (Group) Limited and its consolidated subsidiaries.
``PDM'' refers to Prosper De Mulder Ltd., a U.K. food chain by-product recycler.
``Sainsbury's'' refers to Sainsbury's Supermarkets Ltd.
``Tesco'' refers to Tesco plc.
``The Cooperative'' refers to The Cooperative Group.
``Transactions'' collectively refers to the Offering and the application of the proceeds therefrom as
described under ``Use of Proceeds'', including the 2018 Notes Tender Offers, the 2018 Notes
Redemption and the entry into the New Revolving Facility Agreement.
``Trustee'' refers to Citibank, N.A., London Branch, as trustee on behalf of the holders of Notes.
``Vion Acquisition'' refers to our acquisition of the U.K. poultry and fresh beef and lamb operations of Vion
Food Group on March 8, 2013 through the acquisition of 100% of the issued share capital of 2 Sisters
Red Meat Limited and 2 Sisters Poultry Limited.
vi

MARKET AND INDUSTRY DATA
Unless otherwise expressly indicated or noted below, all information regarding markets, market size,
market share, market position, growth rates and other industry data pertaining to our business
contained in these Listing Particulars is based on estimates prepared by us based on data from various
market research, publicly available information and industry publications, including reports published by
various third-party sources including, but not limited to, Nielsen (as of March 29, 2014), Key Note (as of
January 2014), IGD Retail Analysis (as of August 2013), and Kantar Worldpanel (as of March 30, 2014) as
well as certain assumptions and our knowledge of the industry in which we operate. Industry
publications generally state that the information they contain has been obtained from sources believed
to be reliable, but that the accuracy and completeness of such information is not guaranteed. We have
not independently verified such data. Market share data for the Chilled segment are based on
management's interpretation of Nielsen and Kantar Worldpanel market data. Statistical information
relating to the growth of the U.K. poultry market is derived from the Key Note Report. U.K retail chicken
market share data are based on management's interpretation of the retail market data on Kantar
Worldpanel data. All other data is based upon independent third party research.
In many cases, there is no readily available external information (whether from trade associations,
government bodies or other organizations) to validate market-related analyses and estimates, requiring
us to rely on our own internally developed estimates regarding the U.K. packaged foods and protein
markets, our position in the industry, our market share and the market shares of various industry
participants based on experience, our own investigation of market conditions and our review of industry
publications, including information made available to the public by our competitors. While we have
examined and relied upon certain market or other industry data from external sources as the basis of its
estimates, neither we nor the Initial Purchasers have verified that data independently. We and the Initial
Purchasers cannot assure you of the accuracy and completeness of, and take no responsibility for such
data. Similarly, while we believe our internal estimates to be reasonable, these estimates have not been
verified by any independent sources and we and the Initial Purchasers cannot assure you as to their
accuracy. Our estimates involve risks and uncertainties and are subject to change based on various
factors. We take responsibility for the correct reproduction and extraction of the information contained
herein.
PRESENTATION OF FINANCIAL INFORMATION
These Listing Particulars contain the audited consolidated financial statements of the Company as at
July 30, 2011, July 28, 2012 and July 27, 2013 and for each of the 52 week periods then ended (the
``Audited Consolidated Financial Statements'') and the unaudited condensed consolidated financial
statements of the Company as at April 27, 2013 and April 26, 2014 and for each of the 39 weeks then
ended (the ``Unaudited Interim Condensed Consolidated Financial Statements'' and, together with the
Audited Consolidated Financial Statements, the ``Consolidated Financial Statements''). The
Consolidated Financial Statements have been prepared in accordance with United Kingdom generally
accepted accounting practice (``U.K. GAAP'') and, in the opinion of our management, include all
adjustments, consisting of normal recurring adjustments necessary for a fair representation of interim
results. These interim results are not necessarily indicative of results to be expected for the full year.
We completed a number of acquisitions and disposals in the 52 weeks ended July 30, 2011, July 28,
2012 and July 27, 2013 and the 39 weeks ended April 27, 2013 and April 26, 2014. These acquisitions
and disposals are reflected in the Consolidated Financial Statements as of the date of acquisition or
disposal. See ``Management's Discussion and Analysis of Financial Condition and Results of
Operations--Events that Affected Our Results of Operations--Acquisitions and Dispositions''.
We present our annual accounts as at the Saturday closest to July 31 of each year, which occasionally
results in a 53 week fiscal year. The financial information presented in these Listing Particulars is
presented in pounds sterling, unless otherwise stated.
Solely for the convenience of the reader, the tables in certain sections of these Listing Particulars also set
out certain of the Company's financial data as of and for the 52 weeks ended April 26, 2014, which have
been calculated by adding the results for the 52 weeks ended July 27, 2013 and the 39 weeks ended
April 26, 2014, and subtracting the results for the 39 weeks ended April 27, 2013. See ``Summary
Historical Financial and Other Information'' and ``Selected Historical Financial Information''.
vii

The Issuer is a special purpose finance vehicle and was incorporated as a public limited company on
April 6, 2011 in connection with the offering of the 2018 Notes. We do not present historical financial
information for the Issuer. The Issuer is consolidated by Boparan Holdings Limited.
NON-GAAP FINANCIAL MEASURES
These Listing Particulars contain certain measures and ratios, including Adjusted EBITDA, operating
working capital, total debt and total financial debt, as defined by us, that are not required by, or prepared
in accordance with U.K. GAAP (``non-GAAP''). We believe non-GAAP financial measures are helpful to
investors and financial analysts in highlighting trends in our overall business because the items excluded
in calculating such measures have little or no bearing on our day-to-day operating performance.
Our non-GAAP measures are defined by us as follows:
·
``Adjusted EBITDA'' is defined as profit or loss for the financial period before equity minority interest,
tax on profit or loss on ordinary activities, tax on share of profit or loss from joint ventures, interest
payable and similar charges, interest receivable and similar income, depreciation, amortization
exceptional items, and for purposes of 2011, the Northern Foods Adjustment. See ``Summary
Historical Financial) and Other Information''.
·
``like-for-like'' measures are comparisons of results of one fiscal period as compared to the
corresponding prior fiscal period taking into account certain adjustments. For an explanation of the
adjustment in each period see ``Management's Discussion and Analysis of Financial Condition and
Results of Operations--Like-for-Like Measures''.
·
``operating working capital'' is defined as the sum of stocks, debtors due within one year, less
creditors: amounts falling due within one year.
·
``total debt'' is defined as the sum of bank loans (net of fees), bond notes (net of fees) and
obligations under finance leases.
·
``total financial debt'' is defined as ``total debt'' less obligations under finance leases.
For a reconciliation of certain of our non-GAAP financial measures to the nearest U.K. GAAP measure,
please see ``Summary Historical Financial and Other Information''.
The non-GAAP measures may not be comparable to other similarly titled measures of other companies
and have limitations as analytical tools and should not be considered in isolation or as a substitute for
analysis of our operating results as reported under GAAP as set out in the Consolidated Financial
Statements included elsewhere in these Listing Particulars. These non-GAAP measures and ratios such
as these are not measurements of our performance or liquidity under U.K. GAAP and should not be
considered as alternatives to operating income or net profit or any other performance measures derived
in accordance with U.K. GAAP or any other generally accepted accounting principles, or as alternatives
to cash flow from operating, investing or financing activities.
Some limitations related to Adjusted EBITDA are:
·
it does not reflect our cash expenditures or future requirements for capital commitments;
·
it does not reflect changes in, or cash requirements for, our working capital needs;
·
it does not reflect the interest expense or cash requirements necessary to service interest or
principal payments on our debt;
·
it does not reflect any cash income taxes that we may be required to pay;
·
it does not adjust for all non-cash income or expense items that are reflected in our statements of
cash flows;
·
it does not reflect the impact of earnings or charges resulting from certain matters we consider not to
be indicative of our ongoing operations;
·
assets are depreciated or amortized over differing estimated useful lives and often have to be
replaced in the future, and this measure does not reflect any cash requirements for such
replacements; and
·
other companies in our industry may calculate these measures or similarly titled measures
differently than we do, limiting their usefulness as comparative measures.
viii