Obligation Eurodrive Mobility 5.75% ( XS1241053666 ) en EUR

Société émettrice Eurodrive Mobility
Prix sur le marché 100 %  ▼ 
Pays  France
Code ISIN  XS1241053666 ( en EUR )
Coupon 5.75% par an ( paiement semestriel )
Echéance 14/06/2022 - Obligation échue



Prospectus brochure de l'obligation Europcar Mobility XS1241053666 en EUR 5.75%, échue


Montant Minimal 100 000 EUR
Montant de l'émission 600 000 000 EUR
Description détaillée Europcar Mobility Group est une société de location de véhicules opérant à l'échelle mondiale, proposant une large gamme de services de mobilité incluant la location de voitures, de fourgons et de motos, ainsi que des solutions de mobilité partagée et des services de gestion de flotte.

L'Obligation émise par Eurodrive Mobility ( France ) , en EUR, avec le code ISIN XS1241053666, paye un coupon de 5.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/06/2022







LISTING PARTICULARS
475,000,000
Europcar Notes Limited.
475,000,000 5.750% Senior Notes due 2022
All obligations of Europcar Notes Limited are to be assumed on the escrow release date by
Europcar Groupe S.A.
This document consists of the listing particulars (the "Listing Particulars") in connection with the
application to have the 475,000,000 aggregate principal amount of 5.750% Senior Notes due 2022 (the "Notes")
issued by Europcar Notes Limited (the "Issuer") admitted to the Official List of the Luxembourg Stock Exchange
and admitted for trading on the Euro MTF Market. These Listing Particulars supplement the Offering
Memorandum dated May 27, 2015 (the "Offering Memorandum") attached as Appendix 1. The Offering
Memorandum, jointly with these Listing Particulars, constitute a prospectus for the purpose of part IV of the
Luxembourg law dated July 10, 2005 on Prospectuses for Securities.
The following is added as a new first sentence under the caption "Clearing Information" on page 353 of
the Offering Memorandum:
"The Notes have been accepted for clearance and settlement through Euroclear France, Euroclear and
Clearstream."
The following supplements and amends the monthly exchange rate data presented on page (xv) of the
Offering Memorandum:
U.S. dollars per 1.00
Month
Period end
Average
High
Low
April................................................................................................................................
1.12
1.08
1.12
1.06
May (through May 31)................................................................................................
1.10
1.12
1.14
1.09
The following clarification is made to page 188 of the Offering Memorandum: the references to
Europcar International SAS in the section "Business - Subsidiaries and Equity Investments" and elsewhere
throughout the Offering Memorandum should be read to be a reference to Europcar International S.A.S.U.
Similarly, the reference to Europcar International S.A. und Co. oHG on page 225 under the caption
"Certain Related Party Transactions - Principal Related Party Transactions - Guarantee" and elsewhere
throughout the Offering Memorandum should be read to be a reference to Europcar International S.A.S.U. and
Co. oHG.
These Listing Particulars supplement, amend and modify the Offering Memorandum. These Listing
Particulars are provided only for the purpose of obtaining approval of admission of the Notes to the Official List
of the Luxembourg Stock Exchange and admission for trading on the Euro MTF Market and shall not be used or
distributed for any other purposes. These Listing Particulars do not constitute an offer to sell, or a solicitation of
an offer to buy, any of the Notes.
Europcar Groupe S.A. accepts responsibility for the information contained in these Listing Particulars.
To the best of our knowledge, except as otherwise noted, the information contained in these Listing Particulars is
in accordance with the facts and does not omit anything likely to affect the import of these Listing Particulars.
These Listing Particulars may only be used for the purposes for which they have been published.
WS0501.841337.4


Except as disclosed in the Offering Memorandum, there has been no material adverse change in the
Issuer's nor Europcar Groupe S.A.'s financial position or prospects occurring since the date of the Offering
Memorandum and the date of these Listing Particulars.
The Notes have not been registered under the securities laws of any jurisdiction. The Notes have
not been and will not be registered under the United States Securities Act of 1933, as amended (the
"Securities Act"), or any state securities law of any state of the United States of America and unless so
registered may not be offered or sold within the United States of America or to, or for the benefit of, U.S.
persons (as defined in Regulation S under the Securities Act), except pursuant to an exemption from or in
a transaction not subject to the registration requirements of the securities act and any applicable State
laws.
The date of these Listing Particulars is June 10, 2015.
WS0501.841337.4


APPENDIX 1
Offering Memorandum dated May 27, 2015
WS0501.841337.4


Offering Memorandum
Not for General Circulation
in the United States
Europcar Notes Limited
475 million 5.750% Senior Notes due 2022
All obligations of Europcar Notes Limited are to be assumed on the escrow release date by
Europcar Groupe S.A.
Europcar Notes Limited, a private company with limited liability incorporated under the laws of Ireland (the "SPV Issuer"), is offering (the "Offering") 475
million in aggregate principal amount of its 5.750% Senior Notes due 2022 (the "Notes"). The gross proceeds from the Offering will be deposited into a
segregated escrow account (the "Escrow Account") until the date that certain conditions are satisfied (the "Completion Date"). In addition, an amount of
cash provided by Europcar Groupe S.A., a corporation organized under the laws of France ("EGSA"), to the SPV Issuer will be added to the Escrow Account
to ensure that the total amount of escrow funds will be sufficient to pay the special mandatory redemption price for the Notes, when and if due, plus interest to
the special mandatory redemption date. The conditions to the release of the proceeds from escrow include the completion of the initial public offering of
EGSA, as successor issuer of the Notes, as well as certain refinancing events, as described herein, relating to EGSA. The Escrow Account will be in the
name of the SPV Issuer but controlled by, and pledged on a first-ranking basis in favor of, the Trustee (as defined herein) for the benefit of the holders of
Notes. Until the date the proceeds are released from escrow, the Notes will be limited recourse Notes of the SPV Issuer only and will be limited in recourse to
the funds held in the Escrow Account.
On the Completion Date, the escrow funds will be paid to or upon the order of EGSA, EGSA will assume all of the obligations of the SPV Issuer under the
Notes, and the SPV Issuer will be released from all further obligations with respect to the Notes. If the conditions to the release of the proceeds from escrow
have not been satisfied on or prior to October 8, 2015, the SPV Issuer will be required to redeem the Notes not later than five business days after such date,
at a redemption price of 100% of the principal amount thereof, plus accrued interest to the date of redemption. See "Use of Proceeds" and "Description of the
Notes--Escrow Arrangement".
The Notes will bear interest at a rate of 5.750% per annum. Interest on the Notes will accrue from and including the issue date and will be payable on June 15
and December 15, of each year, beginning on December 15, 2015.
Upon assumption of the Notes by EGSA on the Completion Date, the Notes will be senior obligations of EGSA and will be secured by a second-ranking
pledge of the shares of Europcar International S.A.S.U., a wholly owned subsidiary of EGSA, held by EGSA, which pledge will rank junior to the pledge
securing EGSA's new senior revolving credit facility. The Notes will rank equally in right of payment to all existing and future senior indebtedness of EGSA
including indebtedness incurred under EGSA's new senior revolving credit facility.
At any time on or after June 15, 2018, EGSA may redeem all or any part of the Notes by paying a specified premium. Prior to June 15, 2018, EGSA will be
entitled, at its option, to redeem all or a part of the Notes by paying the relevant "make-whole" premium. In addition, prior to June 15, 2018, EGSA may
redeem, at its option, up to 40% of the principal amount of Notes with the net proceeds from certain equity offerings at a specified premium. If EGSA
undergoes a change of control or sells certain of its assets, EGSA may be required to make an offer to purchase the Notes. In the event of certain
developments affecting taxation, EGSA may redeem all, but not less than all, of the Notes.
We have applied to have the Notes admitted to the Official List of the Luxembourg Stock Exchange and admitted for trading on the Euro MTF market (the
"Euro MTF Market"). We expect that the Notes will be made ready for delivery in book-entry form through Euroclear and Clearstream on or about June 10,
2015, against payment in immediately available funds.
Investing in the Notes involves a high degree of risk. Please see the section entitled "Risk Factors" beginning
on page 32.
We have not registered and will not register the Notes under the U.S. federal securities laws or the securities laws of any other jurisdiction. The
Notes are being offered and sold in the United States only to qualified institutional buyers in reliance on Rule 144A of the Securities Act of 1933
(the "Securities Act"), and in transactions outside the United States in accordance with Regulation S of the Securities Act. Please see the sections
entitled "Plan of Distribution" and "Transfer Restrictions" for additional information about eligible offerees and transfer restrictions.
Offering Price: 99.289% plus accrued interest, if any, from the issue date.
Joint Global Coordinators and Joint Bookrunners
Deutsche Bank
Crédit Agricole CIB
BNP PARIBAS
Joint Bookrunners
Goldman Sachs
HSBC
Lloyds Bank
The Royal Bank of
Société
International
Scotland
Générale
The date of this Offering Memorandum is May 27, 2015
WS0501.841337.4


WS0501.841337.4


Table of Contents
Page
Important Information about this Offering Memorandum ................................................................................................ ii
Notices to Certain European Residents................................................................................................................................
iv
Use of Terms and Conventions; Presentation of Financial and other Information ................................................................
vii
Forward-Looking Statements................................................................................................................................................................
xii
Market and Industry Data................................................................................................................................................................
xiv
Currency Presentation and Exchange Rate Data................................................................................................................................
xv
Summary................................................................................................................................................................
1
The Offering ................................................................................................................................................................ 14
Summary Europcar Consolidated Financial and Other Data................................................................................................
19
Risk Factors ................................................................................................................................................................ 25
Use of Proceeds................................................................................................................................................................
54
Capitalization of Europcar Group................................................................................................................................ 55
Selected Consolidated Financial Information................................................................................................................................
56
Management's Discussion and Analysis of Results of Operations and Financial Condition................................................................
59
Business................................................................................................................................................................................................
118
Corporate Governance and Management ................................................................................................................................
192
Management Compensation................................................................................................................................................................
214
Principal Shareholders ................................................................................................................................................................
222
Certain Related Party Transactions ................................................................................................................................
225
Description of Certain Europcar Financing Arrangements ................................................................................................
227
Description of the Notes................................................................................................................................................................
257
Book-Entry, Delivery and Form................................................................................................................................ 312
Tax Considerations ................................................................................................................................................................
316
Certain ERISA Considerations................................................................................................................................
326
Plan of Distribution ................................................................................................................................................................
329
Transfer Restrictions ................................................................................................................................................................
332
Independent Auditors ................................................................................................................................................................
336
Legal Matters................................................................................................................................................................336
Where You Can Find Additional Information................................................................................................................................
336
Enforceability of Judgments................................................................................................................................................................
337
Limitations on Validity and Enforceability of the Security Interests and Certain Insolvency Considerations................................
339
Listing and General Information................................................................................................................................ 353
Index to Financial Statements................................................................................................................................
F-1
i


Important Information about this Offering Memorandum
By purchasing the notes, you will be deemed to have acknowledged that you have reviewed this offering
memorandum (the "Offering Memorandum") and have had an opportunity to request, and have received all
additional information that you need from us.
None of the SPV Issuer, EGSA or any of the initial purchasers named in "Plan of Distribution" (collectively, "Initial
Purchasers") has authorized anyone to provide any information or to make any representations other than those
contained in this Offering Memorandum. You should carefully evaluate the information provided by the SPV Issuer
and EGSA in light of the total mix of information available to you, recognizing that neither the SPV Issuer nor EGSA
can provide any assurance as to the reliability of any information not contained in this Offering Memorandum.
None of the SPV Issuer, EGSA or any of the Initial Purchasers is making an offer of the Notes in any jurisdiction
where an offer would not be permitted. You should not assume that the information contained in this Offering
Memorandum is accurate as of any date other than the date of this Offering Memorandum. The business, financial
condition, results of operations and prospects of Europcar Groupe S.A. and its subsidiaries (together the "Europcar
Group") may have changed since that date.
This Offering Memorandum is a document that we are providing only to prospective purchasers of the Notes. Each
prospective purchaser is authorized to use this Offering Memorandum solely for the purpose of considering the
purchase of the Notes described herein. You should read this Offering Memorandum before making a decision
whether to purchase the Notes. You must not:
· use this Offering Memorandum for any other purpose; or
· disclose any information in this Offering Memorandum to any other person.
You are responsible for making your own examination of EGSA and Europcar Group and your own assessment of the
merits and risks of investing in the Notes. We have summarized certain documents and other information, but we refer
you to the actual documents for a more complete understanding of what we discuss in this document. EGSA is not
providing you with any legal, business, tax or other advice in this Offering Memorandum. You should consult with your
own advisors as needed to assist you in making your investment decision and to advise you whether you are legally
permitted to purchase the Notes. By purchasing the Notes, you will be deemed to have acknowledged that:
· you have reviewed this Offering Memorandum;
· this Offering Memorandum relates only to offers and sales with respect to the Notes;
· you have had an opportunity to request all additional information that you need from us;
· the Initial Purchasers are not responsible for, and are not making any representation to you concerning Europcar
Group's future performance or the accuracy or completeness of this Offering Memorandum; and
· no person is authorized to give any information or to make any representation not contained in this Offering
Memorandum in connection with the issue and sale of the Notes, and any information or representation not
contained herein must not be relied upon as having been authorized by or on behalf of the SPV Issuer, EGSA or
Europcar Group.
The Notes have not been and will not be registered under the Securities Act or the securities laws of any state of the
United States and may not be offered or sold within the United States or to or for the account or benefit of,
U.S. persons (as defined in Regulation S under the Securities Act ("Regulation S")) except pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the Securities Act.
The Notes are being offered and sold outside the United States to non-U.S. persons in reliance on Regulation S and
within the United States to "qualified institutional buyers" ("QIBs") in reliance on Rule 144A under the Securities Act
("Rule 144A"). Prospective purchasers are hereby notified that the 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 these and
certain other restrictions on offers, sales and transfers of the Notes and the distribution of this Offering Memorandum,
see "Plan of Distribution" and "Transfer Restrictions".
The Notes have not been approved or disapproved by the U.S. Securities and Exchange Commission, any
state securities commission in the United States or any other U.S. regulatory authority, 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 offense in the United States.
Any investment in the Notes does not have the status of a bank deposit and is not within the scope of the deposit
protection scheme operated by the Central Bank of Ireland. The SPV Issuer is not and will not be regulated by the
Central Bank of Ireland as a result of issuing the Notes.
ii


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 state securities laws pursuant to registration thereunder or
exemption therefrom. You should be aware that you may be required to bear the financial risks of this investment for
an indefinite period of time.
This Offering Memorandum does 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. Laws in certain jurisdictions may restrict the distribution of this document and the
offer and sale of the Notes. Persons into whose possession this Offering Memorandum or any of the Notes are
delivered must inform themselves about and observe those restrictions. 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 this document, 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 purchases, offers or sells the
Notes, and neither we nor the Initial Purchasers shall have any responsibility therefore.
We reserve the right to withdraw this Offering of the Notes 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 SPV Issuer accepts responsibility for the information contained in this document under the caption "Europcar
Notes Limited". To the best of the knowledge and belief of the SPV Issuer the information contained therein is in
accordance with the facts and does not omit anything likely to affect the import of such information.
Europcar Group accepts responsibility for the information contained in this Offering Memorandum. Europcar Group
has made all reasonable inquiries and confirms, to the best of our knowledge, information and belief that the
information contained in this Offering Memorandum with regard to the SPV Issuer, Europcar Groupe S.A. and its
subsidiaries and affiliates and the Notes is true and accurate in all material respects, that the opinions and intentions
expressed in this Offering Memorandum are honestly held and that we are not aware of any other facts, the omission
of which would make this Offering Memorandum or any statement contained herein misleading in any material
respect.
IN CONNECTION WITH THIS OFFERING, DEUTSCHE BANK AG, LONDON BRANCH (THE "STABILIZATION
MANAGER") OR PERSONS ACTING ON BEHALF OF THE STABILIZATION 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 STABILIZATION MANAGER OR PERSONS ACTING ON BEHALF OF THE STABILIZATION
MANAGER WILL UNDERTAKE ANY STABILIZATION ACTION. ANY STABILIZATION ACTION MAY BEGIN ON
OR AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE FINAL TERMS OF THE OFFER
OF THE NOTES IS MADE AND, IF BEGUN, MAY BE ENDED AT ANY TIME BUT MUST END NO LATER THAN
THE EARLIER OF 30 DAYS AFTER THE ISSUE DATE OF THE NOTES AND 60 DAYS AFTER THE DATE OF THE
ALLOTMENT OF THE NOTES. ANY STABILIZATION ACTION OR OVER ALLOTMENT MUST BE CONDUCTED
BY THE RELEVANT STABILIZATION MANAGER (OR PERSON(S) ACTING ON BEHALF OF ANY
STABILIZATION MANAGER) IN ACCORDANCE WITH APPLICABLE LAWS AND RULES.
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 OF THE 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 OF THE STATE OF NEW HAMPSHIRE HAS
PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATION 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.
Notices to Certain European Residents
European Economic Area. Each Initial Purchaser has represented and agreed that is has not made and will not
make an offer of any Notes to the public in a Member State of the European Economic Area ("EEA"), other than:
a. to any legal entity which is a qualified investor as defined in the Prospectus Directive;
iii


b. to fewer than 100 or, if the Relevant Member State (as defined below) 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, subject to obtaining the prior consent of
the relevant initial purchaser or Initial Purchasers nominated by the SPV 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 require us or the Initial Purchasers to publish a prospectus pursuant to
Article 3 of the Prospectus Directive.
This Offering Memorandum has been prepared on the basis that any offer of the Notes in any relevant member state
of the EEA (each, a "Relevant Member State") will be made pursuant to an exemption under the Prospectus
Directive, from the requirements to produce a prospectus for offers of the Notes. Accordingly, any person making or
intending to make any offer in that Relevant Member State of the EEA of the Notes may only do so in circumstances
in which no obligations arise for us or any of the Initial Purchasers to produce a prospectus that is compliant with the
Prospectus Directive in relation to such offer, including Article 3. Neither we nor the Initial Purchasers have authorized,
nor do we or they authorize, the making of any offer of Notes in circumstances in which an obligation arises for us or
the Initial Purchasers to publish a prospectus for such offer. For the purposes of the provisions above, the expression
"offer of the Notes to the public" in relation to the Notes in any Relevant Member State of the EEA 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 the Notes, as the same may be varied in that
Relevant Member State of the EEA by any measure implementing the Prospectus Directive in that Relevant Member
State of the EEA 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. The expression
"2010 PD Amending Directive" means Directive 2010/73/EU.
The Grand Duchy of Luxembourg. The terms and conditions relating to this Offering Memorandum have not been
approved by and will not be submitted for approval to the Luxembourg Financial Services Authority (Commission de
Surveillance du Secteur Financier) for the purposes of public offering or sale in the Grand Duchy of Luxembourg.
Accordingly, the Notes may not be offered or sold to the public in the Grand Duchy of Luxembourg, directly or
indirectly, and neither this Offering Memorandum nor any other circular, prospectus, form of application,
advertisement, communication or other material may be distributed, or otherwise made available in or from, or
published in, the Grand Duchy of Luxembourg except for the sole purpose of the admission of the Notes to the Official
List of the Luxembourg Stock Exchange and admission of the Notes for trading on the Euro MTF Market and except in
circumstances which do not constitute a public offer of securities to the public, subject to prospectus requirements, in
accordance with applicable Luxembourg law and in particular the Luxembourg act dated 10 July 2005 on
prospectuses for securities, as amended.
United Kingdom. This Offering Memorandum is directed solely at (i) persons who are outside the United Kingdom;
(ii) persons who have professional experience in matters relating to investments falling within Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); (iii) high net
worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the
Order and (iv) persons to whom an invitation or inducement to engage in investment activity (within the meaning of
Section 21 of the 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 in (i), (ii), (iii) and (iv) above
together being referred to as "relevant persons"). Any investment or investment activity to which this Offering
Memorandum relates will only be available to and will only be engaged with, relevant persons. This Offering
Memorandum is directed only at relevant persons and any person who is not a relevant person should not act or rely
on this Offering Memorandum or any of its contents.
France. This Offering Memorandum has not been prepared and is not being distributed in the context of a public
offering of financial securities in France within the meaning of Article L.411-1 of the French Code monétaire et
financier and Title I of Book II of the Règlement Général of the Autorité des marchés financiers (the French financial
markets authority, or the "AMF"). Consequently, the Notes may not be, directly or indirectly, offered or sold to the
public in France (offre au public de titres financiers) and neither this Offering Memorandum nor any 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 France. The Notes may only be offered or sold in France to qualified
investors (investisseurs qualifiés) acting for their own accounts and/or to providers of investment services relating to
portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de
portefeuille pour le compte de tiers), all as defined in, and in accordance with, Articles L.411-1, L.411-2, D.411-1,
D.744-1, D.754-1 and D.764-1 of the French Code monétaire et financier. The Notes may only be offered, directly or
indirectly, to the public in France, in compliance with Articles L.411-1, L.411-2, L.412-1 and L.621-8 through L.621-8-3
of the French Code monétaire et financier.
Prospective investors are informed that:
(i) this Offering Memorandum has not been and will not be submitted for clearance to the AMF;
iv


(ii) in compliance with Articles L.411-2, D.411-1, D.744-1, D.754-1 and D.764-1 of the French Code monétaire et
financier, any qualified investors subscribing for the Notes should be acting for their own account; and
(iii) the direct and indirect distribution or sale to the public of the Notes acquired by them may be made in
compliance with Articles L.411-1, L.411-2, L.412-1 and L.621-8 through L.621-8-3 of the French Code monétaire
et financier.
Germany. The Offering of the Notes is not a public offering in the Federal Republic of Germany. The Notes may be
offered and sold in the Federal Republic of Germany only in accordance with the provisions of the Securities
Prospectus Act of the Federal Republic of Germany (Wertpapierprospektgesetz) (the "German Securities
Prospectus Act"), as amended, the Commission Regulation (EC) No. 809/2004 of April 29, 2004, as amended, the
Commission Regulation No (EC) 809/2004 of April 29, 2004, as amended, or any other applicable German law. The
SPV Issuer has not, and does not intend to, file a securities prospectus with the German Federal Financial
Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) ("BaFin") or obtain a notification to BaFin from
another competent authority of a Relevant Member State of the European Economic Area, with which a securities
prospectus may have been filed, pursuant to Section 17 Para. 3 of the German Securities Prospectus Act.
Consequently, in Germany the Notes will only be available to, and this offering memorandum and any other offering
material in relation to the Notes is directed only at, persons who are qualified investors (qualifizierte Anleger) 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(2) of the German Securities Prospectus Act. Any resale of the Notes in Germany may only
be made in accordance with the German Securities Prospectus Act and other applicable laws.
Ireland. No action may be taken with respect to the Notes in Ireland otherwise than in conformity with the provisions
of (a) the European Communities (Markets in Financial Instruments) Regulations 2007 (Nos. 1 to 3), including, without
limitation, Regulations 7 and 152 thereof or any codes of conduct used in connection therewith and the provisions of
the Investor Compensation Act 1998, (b) the Companies Acts (as amended or superceded by the Companies Act
2014 of Ireland, which is to be commenced by statutory instrument with effect from June 1, 2015), the Central Bank
Acts 1942 to 2014 and any codes of conduct rules made under Section 117(1) of the Central Bank Act 1989, (c) the
Prospectus (Directive 2003/71/EC) Regulations 2005 (as amended) (the "Irish Prospectus Regulations") and any
rules issued under Section 51 of the Investment Funds, Companies and Miscellaneous Provisions Act 2005, by the
Central Bank of Ireland, and (d) the Market Abuse (Directive 2003/6/EC) Regulations 2005(as amended) and any
rules issued by the Central Bank of Ireland under Section 34 of the Investment Funds, Companies and Miscellaneous
Provisions Act 2005, or Section 1370 of the Companies Act 2014.
This Offering Memorandum has been prepared on the basis that, to the extent any offer is made in Ireland, any offer
of the Notes will be made pursuant to one or more of the exemptions in Regulation 9(1) of the Irish Prospectus
Regulations from the requirement to publish a prospectus for offers of the Notes. Accordingly, any person making or
intending to make an offer in Ireland of the Notes which are subject of the offering contemplated in this Offering
Memorandum may only do so in circumstances in which no obligation arises for the SPV Issuer or the Initial
Purchasers to publish a prospectus pursuant to Regulation 12 of the Irish Prospectus Regulations or supplement a
prospectus pursuant to Regulation 51 of the Irish Prospectus Regulations, in each case, in relation to such offer. None
of the SPV Issuer or the Initial Purchasers have authorized, or do authorize, the making of any offer of the Notes in
circumstances in which an obligation arises for the SPV Issuer or the Initial Purchasers to publish or supplement a
prospectus for such offer.
Spain. The Notes may not be offered or sold in Spain except in accordance with the requirements of the Spanish
Securities Market Law (Ley 24/1988, de 28 de Julio, del Mercado de Valores) as amended and restated and Royal
Decree 1310/2005 on admission to trading of securities in a regulated market, public offers of securities and the
prospectus required for those purposes (Real Decreto 1310/2005, de 4 de noviembre, por el que se desarrolla
parcialmente la Ley 24/1988, de 28 de julio, del Mercado de Valores, en materia de admisión a negociación de
valores en mercados secundarios oficiales, de ofertas públicas de venta o suscripción y del folleto exigible a tales
efectos) as amended and restated ("R.D. 1310/2005"), and subsequent legislation.
This Offering Memorandum is neither verified nor registered in the administrative registries of the Comisión Nacional
del Mercado de Valores ("CNMV"), and therefore a public offer for subscription of the Notes will not be carried out in
Spain. Notwithstanding that and in accordance with article 30bis.1 of the Spanish Securities Market Law and article 41
of the R.D. 1310/2005 it shall not be considered a public offer of securities, amongst others, those that are exclusively
addressed to qualified investors.
The Netherlands. The Notes may not be offered or sold to any person in the Netherlands, other than to qualified
investors (as defined in the Prospectus Directive).
Italy. This Offering Memorandum has not been, nor will be, published in the Republic of Italy ("Italy") in connection
with the Offering of the Notes and such Offering of the Notes has not been, nor will be, registered with the
Commissione Nazionale per le Società e la Borsa ("Consob") in Italy pursuant to Legislative Decree no. 58 of
February 24, 1998 as amended (the "Financial Services Act") or to Consob Regulation no. 11971 of May 14, 1999
as amended (the "Issuers Regulation") and, accordingly, no Notes may, or will, be offered, sold, transferred or
delivered, directly or indirectly in an offer to the public in Italy, nor may, or will copies of this Offering Memorandum or
v


Document Outline