Obligation New Look Funding 8% ( XS1248518158 ) en GBP

Société émettrice New Look Funding
Prix sur le marché 100 %  ▲ 
Pays  Royaume-Uni
Code ISIN  XS1248518158 ( en GBP )
Coupon 8% par an ( paiement semestriel )
Echéance 30/06/2023 - Obligation échue



Prospectus brochure de l'obligation New look financing XS1248518158 en GBP 8%, échue


Montant Minimal 100 000 GBP
Montant de l'émission 200 000 000 GBP
Description détaillée New Look Finance est une société de financement britannique offrant des solutions de crédit à la consommation, principalement axées sur le financement d'achats auprès de ses magasins de vêtements et accessoires New Look, ainsi que potentiellement d'autres partenaires commerciaux. Ils proposent généralement des options de crédit à la consommation avec des modalités de remboursement échelonnées.

L'Obligation émise par New Look Funding ( Royaume-Uni ) , en GBP, avec le code ISIN XS1248518158, paye un coupon de 8% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 30/06/2023







LISTING CIRCULAR
NOT FOR GENERAL CIRCULATION
IN THE UNITED STATES
New Look Secured Issuer plc
New Look Senior Issuer plc
£1,201,200,000 (equivalent)
£700,000,000 6.5% Senior Secured Notes due 2022
415,000,000 Floating Rate Senior Secured Notes due 2022
£200,000,000 8.0% Senior Notes due 2023
New Look Secured Issuer plc (the "Senior Secured Notes Issuer") issued £700,000,000 aggregate principal amount of its 6.5% Sterling Fixed Rate Senior Secured Notes due
2022 (the "Sterling Fixed Rate Senior Secured Notes" or the "Fixed Rate Senior Secured Notes") and 415,000,000 aggregate principal amount of its Floating Rate Senior
Secured Notes due 2022 (the "Floating Rate Senior Secured Notes" and, together with the Fixed Rate Senior Secured Notes, the "Senior Secured Notes"). New Look Senior
Issuer plc (the "Senior Notes Issuer" and, together with the Senior Secured Notes Issuer, the "Issuers") issued £200,000,000 aggregate principal amount of its 8.0% Senior
Notes due 2023 (the "Senior Notes" and, together with the Senior Secured Notes, the "Notes").
The Senior Secured Notes Issuer will pay interest on the Fixed Rate Senior Secured Notes semi-annually in arrears on each May 15 and November 15, commencing on
November 15, 2015. Prior to June 24, 2018, the Senior Secured Notes Issuer may redeem at its option all or a portion of each series of the Fixed Rate Senior Secured
Notes by paying a "make-whole" premium. At any time on or after June 24, 2018, the Senior Secured Notes Issuer may redeem at its option all or part of the Fixed Rate
Senior Secured Notes by paying a specified redemption price. In addition, prior to June 24, 2018, the Senior Secured Notes Issuer may redeem at its option no more than
40% of the aggregate principal amount of the Fixed Rate Senior Secured Notes with the net cash proceeds from certain equity offerings.
The Senior Secured Notes Issuer will pay interest on the Floating Rate Senior Secured Notes quarterly in arrears on each March 15, June 15, September 15 and
December 15 commencing on September 15, 2015. Prior to June 24, 2016, the Senior Secured Notes Issuer may redeem at its option all or a portion of the Floating Rate
Senior Secured Notes by paying a "make-whole" premium. At any time on or after June 24, 2016, the Senior Secured Notes Issuer may redeem at its option all or part of
the Floating Rate Senior Secured Notes by paying a specified redemption price.
Upon certain events defined as constituting a change of control, the Senior Secured Notes Issuer may be required to make an offer to purchase the Senior Secured Notes. In the
event of certain developments affecting taxation, the Senior Secured Notes Issuer may redeem all, but not less than all, of each series of the Senior Secured Notes.
The Senior Notes Issuer will pay interest on the Senior Notes semi-annually in arrears on each May 15 and November 15, commencing on November 15, 2015. Prior to
June 24, 2018, the Senior Notes Issuer may redeem at its option all or a portion of the Senior Notes by paying a "make-whole" premium. At any time on or after June 24,
2018, the Senior Notes Issuer may redeem at its option all or part of the Senior Notes by paying a specified redemption price. In addition, prior to June 24, 2018, the Senior
Notes Issuer may redeem at its option no more than 40% of the aggregate principal amount of the Senior Notes with the net cash proceeds from certain equity offerings.
Upon certain events defined as constituting a change of control, the Senior Notes Issuer may be required to make an offer to purchase the Senior Notes. In the event of
certain developments affecting taxation, the Senior Notes Issuer may redeem all, but not less than all, of the Senior Notes.
Pending the consummation of the Acquisition, the Initial Purchasers (as defined herein) deposited the proceeds from the offering of the Senior Secured Notes, less
certain deductions in respect of fees and expenses, into the Senior Secured Notes Escrow Accounts (as defined herein) and deposited proceeds from the offering of the
Senior Notes, less certain deductions in respect of fees and expenses, into the Senior Notes Escrow Account (as defined herein). The Acquisition was consummated on
June 25, 2015, and the proceeds were released from escrow on the same date.
Each series of Senior Secured Notes are senior obligations of the Senior Secured Notes Issuer. Upon issuance, each series of Senior Secured Notes was secured by a
charge over the Senior Secured Notes Escrow Accounts and is guaranteed (the "Senior Secured Notes Guarantees") on a senior secured basis by New Look Finance
Limited (the "Company") and certain of its subsidiaries, including the Senior Notes Issuer (collectively, the "Senior Secured Notes Guarantors").
The Senior Notes are senior obligations of the Senior Notes Issuer. Upon issuance, the Senior Notes were secured by a charge over the Senior Notes Escrow Account and
are guaranteed (the "Senior Notes Guarantees" and, together with the Senior Secured Notes Guarantees, the "Notes Guarantees") on a senior subordinated basis by the
Company and certain of its subsidiaries, including the Senior Secured Notes Issuer (collectively, the "Senior Notes Guarantors").
The Senior Secured Notes are secured by first priority security interests over substantially the same assets that secure the Revolving Credit Facility (as defined herein),
subject to the operation of the Agreed Security Principles (as defined herein), and the Senior Notes are secured by senior subordinated security interests over substantially
the same assets that secure the Senior Secured Notes, subject to the operation of the Agreed Security Principles. See "Summary--The Offering--Security."
This listing circular includes information on the terms of the Notes and the Notes Guarantees, including redemption and repurchase prices, security, covenants and
transfer restrictions.
The Notes are represented by global notes which were delivered through Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking, société anonyme
("Clearstream"), on June 24, 2015.
Application has been made to list the Notes on the Official List of the Luxembourg Stock Exchange and for trading on the Euro MTF market of the Luxembourg Stock
Exchange (the "Euro MTF"). This listing circular constitutes a Prospectus for the purposes of Luxembourg law dated July 10, 2005 on prospectuses for securities, as
amended, and may be used only for the purposes for which it has been published.
Investing in the Notes involves risk. See "Risk Factors" beginning on page 35.
Sterling Fixed Rate Senior Secured Notes Price: 100.00% plus accrued interest, if any, from the Issue Date
Floating Rate Senior Secured Notes Price: 99.75% plus accrued interest, if any, from the Issue Date
Senior Notes Price: 100.00% plus accrued interest, if any, from the Issue Date
The Notes and the Notes Guarantees have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or the laws
of any other jurisdiction. The Notes and the Notes Guarantees 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 under the U.S. Securities Act ("Rule 144A") and to certain
persons in offshore transactions in reliance on Regulation S under the U.S. Securities Act ("Regulation S"). You are hereby notified that sellers of the Notes and the
Notes Guarantees may be relying on the exemption from the provisions of Section 5 of the U.S. Securities Act provided by Rule 144A. Outside the United States, sellers
may be relying on Regulation S under the U.S. Securities Act. See "Notice to Investors" and "Transfer Restrictions" for additional information about eligible offerees
and transfer restrictions.
Joint Global Coordinators and Bookrunning Managers
Goldman Sachs International
J.P. Morgan
Nomura
Joint Bookrunners
Deutsche Bank
HSBC
Lloyds Bank
The Royal Bank of Scotland
The date of this listing circular is July 24, 2015


TABLE OF CONTENTS
Page
Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
35
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
68
Capitalisation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
69
Selected Historical Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
70
Management's Discussion and Analysis of Our Financial Condition and Results of Operations . . . . . . . . . .
74
Industry . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
105
Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
111
Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
143
Principal Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
146
Related Party Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
147
Description of Other Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
148
Description of the Senior Secured Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
176
Description of the Senior Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
249
Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
319
Certain Limitations on Validity and Enforceability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
326
Book-Entry, Delivery and Form . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
330
Transfer Restrictions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
334
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
336
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
338
Independent Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
339
Enforceability of Judgments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
340
Where You Can Find More Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
341
Listing and General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
342
Index to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-1
i


We have not authorised anyone to provide any information or to make any representations other than those
contained in this listing circular. We take no responsibility for, and can provide no assurance as to the reliability
of, any other information that others may give you. The information contained in this listing circular is current
only as of its date. Our business, results of operations, financial condition and prospects may have changed since
that date.
We have prepared this listing circular, and we are solely responsible for its contents. You are responsible for
making your own examination of us and your own assessment of the merits and risks of investing in the Notes. In
making your investment decision, you should not consider any information in this listing circular to be
investment, legal or tax advice. You should consult your own counsel, accountant and other advisors for legal,
tax, business, financial and related advice regarding purchasing the Notes. By purchasing the Notes, you will be
deemed to have acknowledged that:
·
you have reviewed this listing circular;
·
you have had an opportunity to request, receive and review additional information that you need from us;
·
you have made certain acknowledgements, representations and agreements as set forth under the caption
"Transfer Restrictions;" and
·
the Initial Purchasers are not responsible for, and are not making any representation to you concerning, our
future performance or the accuracy or completeness of this listing circular.
None of the Initial Purchasers undertakes to review the financial condition or affairs of any of the Issuers or the
Guarantors during the life of the Notes nor to advise any investor or potential investor in the Notes of any
information coming to the attention of any of the Initial Purchasers.
THE SECURITIES DESCRIBED HEREIN HAVE NOT BEEN RECOMMENDED BY ANY
UNITED STATES FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY
AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE
ACCURACY
OR
DETERMINED
THE
ADEQUACY
OF
THIS
DOCUMENT.
ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The distribution of this offering memorandum and the Offering and sale of the Notes in certain jurisdictions may
be restricted by law. The Issuers and the Initial Purchasers (as defined below) require persons into whose
possession this listing circular comes to inform themselves about and to observe any such restrictions, and
neither the Issuers nor the Initial Purchasers shall have any responsibility therefor. This listing circular does not
constitute an offer of, or an invitation to purchase, the Notes in any jurisdiction in which such offer or invitation
would be unlawful. For further information, see "Transfer Restrictions."
The Notes are subject to restrictions on transferability and resale and may not be transferred or resold except as
permitted under the U.S. Securities Act and all other applicable securities laws. See "Plan of Distribution" and
"Transfer Restrictions." You should be aware that you may be required to bear the financial risks of this
investment for an indefinite period of time.
We have prepared this listing circular solely for use in connection with the listing of the Notes. In the United
States, you may not distribute this listing circular or make copies of it without our prior written consent other
than to people you have retained to advise you in connection with this the Notes.
This listing circular summarises material documents and other information, and we refer you to them for a more
complete understanding of what we discuss in this listing circular. In making an investment decision, you must
rely on your own examination of us and the terms of the Offering and the Notes, including the merits and risks
involved. See "Where You Can Find More Information."
We reserve the right to withdraw the Offering of the Notes at any time, and the Initial Purchasers reserve the
right to reject any commitment to subscribe for the Notes in whole or in part and to allot to any prospective
purchaser less than the full amount of the Notes sought by such purchaser. Any Initial Purchaser or certain of
their affiliates may acquire for their own account a portion of the Notes.
ii


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.
See "Risk Factors" for a description of some important risks related to an investment in the Notes described in
this listing circular.
IN
CONNECTION WITH
THIS OFFERING, GOLDMAN SACHS INTERNATIONAL (THE
"STABILISING MANAGER") (OR ANY PERSON ACTING ON BEHALF OF THE STABILISING
MANAGER) MAY OVER-ALLOT OR EFFECT TRANSACTIONS FOR A LIMITED PERIOD OF
TIME WITH A VIEW TO SUPPORTING THE MARKET PRICES OF THE NOTES AT A LEVEL
HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, THE STABILISING
MANAGER IS NOT OBLIGATED TO DO THIS AND THERE CAN BE NO ASSURANCE THAT THE
STABILISING MANAGER (OR ANY PERSON ACTING ON BEHALF OF THE STABILISING
MANAGER) WILL UNDERTAKE STABILISATION ACTION. ANY STABILISATION ACTION, IF
COMMENCED, MAY BE DISCONTINUED AT ANY TIME, AND MUST BE BROUGHT TO AN END
AFTER A LIMITED PERIOD.
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A
LICENSE HAS BEEN FILED UNDER 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 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.
iii


NOTICE TO INVESTORS
European Economic Area
This listing circular has been prepared on the basis that any offer of Notes in any Member State of the European
Economic Area 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
within that Member State of Notes, which are the subject of the offering contemplated in this listing circular, may
only do so in circumstances in which no obligation arises for either of the Issuers or the Initial Purchasers to
publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to
Article 16 of the Prospectus Directive, in each case, in relation to such offer. None of the Issuers or the Initial
Purchasers has authorised, nor do they authorise, the making of any offer of Notes in circumstances in which an
obligation arises for the Issuers or the Initial Purchasers to publish a prospectus or supplement a prospectus for
such offer. The expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto,
including the 2010 PD Amending Directive, to the extent implemented in the Member State), and includes any
relevant implementing measure in the Member State and the expression "2010 PD Amending Directive" means
Directive 2010/73/EU.
Luxembourg
The Notes may not be offered to the public in Luxembourg, except that they may be offered in Luxembourg in
the following circumstances:
·
in the period beginning on the date of publication of a prospectus in relation to those Offered Securities
which have been approved by the Commission de surveillance du secteur financier (CSSF) in Luxembourg
or, where appropriate, approved in another relevant European Union Member State and notified to the
CSSF, all in accordance with the Prospectus Directive and ending on the date which is 12 months after the
date of such publication;
·
at any time to legal entities which are authorised or regulated to operate in the financial markets or, if not so
authorised or regulated, whose corporate purpose is solely to invest in securities;
·
at any time to any legal entity which has two or more of (1) an average of at least 250 employees during the
last fiscal year; (2) a total balance sheet of more than 43,000,000 and (3) an annual net turnover of more
than 50,000,000, as shown in its last annual or consolidated accounts; or
·
at any time in any other circumstances which do not require the publication by the Issuers of a prospectus
pursuant to article 5 of the Luxembourg law of July 10, 2005 implementing article 3 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
Luxembourg 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 the Notes, as defined in the
Law of July 10, 2005 on prospectuses for securities and implementing Directive 2003/71/EC of the European
Parliament and of the Council of November 4, 2003 on the prospectus to be published when securities are offered
to the public or admitted to trading (the "Prospectus Directive"), or any variation thereof or amendment thereto.
United Kingdom
This listing circular is only being distributed to and is only directed at persons who (i) are investment
professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion)
Order 2005 (as amended) of the United Kingdom (the "Order"), (ii) are persons falling within Article 49(2)(a) to
(d) of the Order or (iii) 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 of the United Kingdom, or "FSMA")
in connection with the issue or sale of any Notes may lawfully be communicated or caused to be communicated
(all such persons together being referred to as "relevant persons"). Accordingly, by accepting delivery of this
listing circular, 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 document or
any of its contents. No part of this listing circular should be published, reproduced, distributed or otherwise made
available in whole or in part to any other person without the prior written consent of the Company. 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.
iv


Switzerland
Neither this listing circular nor any other offering or marketing material relating to the Offering, the Company or
the Notes have been or will be filed with or approved by any Swiss regulatory authority. In particular, this listing
circular will not be filed with, and the offer of Notes was not supervised by, the Swiss Financial Market
Supervisory Authority, and the offer of Notes has not been and will not be authorised under the Swiss Federal
Act on Collective Investment Schemes (the "CISA"). The investor protection afforded to acquirers of interests in
collective investment schemes under the CISA does not extend to acquirers of Notes.
USE OF TERMS
Unless otherwise specified or the context requires otherwise in this listing circular, references to:
·
"2013 fiscal year" are to the 53 week period ended March 30, 2013 with respect to NLRGL.
·
"2013 Refinancing Transactions" are to:
·
the issuance by New Look Bondco I plc of the Existing Notes;
·
the purchase by the Company of the former PIK loans that were validly tendered and accepted in
exchange for the Existing PIK Loans and cash, which was funded by the proceeds of the offering of the
Existing Notes;
·
the repayment of all outstanding indebtedness under the former mezzanine facility agreement and the
payment of related accrued interest and break costs in connection with the cancellation of the former
mezzanine facility agreement;
·
the repayment of all outstanding indebtedness under the former senior facilities agreement and the
payment of related accrued interest and break costs in connection with the cancellation of the former
senior facilities agreement;
·
the entry into the Existing Revolving Credit Facility; and
·
the payment of fees and expenses in connection with the foregoing transactions, including the fees and
expenses to be incurred in connection with the offering of the Existing Notes.
·
"2014 fiscal year" are to the 52 week period ended March 29, 2014 with respect to NLRGL.
·
"2015 fiscal year" are to the 52 week period ended March 28, 2015 with respect to NLRGL.
·
"Acquisition" are to the meaning ascribed to such term under "Summary--Recent Developments--The
Acquisition."
·
"Agreed Security Principles" are to the "Agreed Security Principles" set out in an annex to the Revolving
Credit Facility Agreement, as applied mutatis mutandis with respect to the Notes in good faith by the
Issuers.
·
"Apax" are to Apax Partners LLP or one or more funds or limited partnerships advised by Apax
Partners LLP or managed by Apax Partners Europe Managers Ltd or any of its affiliates or direct or indirect
subsidiaries from time to time.
·
"Brait" are to Brait SE or any of its affiliates or direct or indirect subsidiaries from time to time.
·
"Brait Acquisition Agreement" are to the acquisition agreement, dated as of May 14, 2015, by and among a
newly-incorporated entity formed by Brait, entities managed by Apax, entities managed by Permira, entities
holding the Tom Singh family interests and members of New Look's current and former senior management
team.
·
"CAGR" are to compound annual growth rate.
·
"Company" or "New Look Finance" are to New Look Finance Limited, incorporated in England and Wales
under the Companies Act 2006 on March 26, 2013 and registered with number 08462233.
·
"Completion Date" are to June 25, 2015.
·
"E-commerce" are to, collectively, our New Look E-commerce and Third-Party E-commerce operations.
·
"Escrow Accounts" are to, collectively, the Senior Secured Notes Escrow Accounts and the Senior Notes
Escrow Account.
·
"Escrow Agent" are to Deutsche Bank AG, London Branch, as Escrow Agent under the Escrow
Agreements.
v


·
"Escrow Agreements" are to, collectively, the Senior Secured Notes Escrow Agreement and the Senior
Notes Escrow Agreement.
·
"EU" are to the European Union.
·
"euro" or "" are to the lawful currency of the European Monetary Union.
·
"Euro Notes" are to the Floating Rate Senior Secured Notes.
·
"Existing Dollar Fixed Rate Senior Secured Notes" are to the $250 million aggregate principal amount of
8.375% senior secured notes due 2018 issued by New Look Bondco I plc on May 14, 2013.
·
"Existing Floating Rate Senior Secured Notes" are to the 175 million aggregate principal amount of
floating rate senior secured notes due 2018 issued by New Look Bondco I plc on May 14, 2013.
·
"Existing Notes" are to, collectively, the Existing Sterling Fixed Rate Senior Secured Notes, the Existing
Dollar Fixed Rate Senior Secured Notes and the Existing Floating Rate Senior Secured Notes.
·
"Existing PIK Facility" are to the PIK loan facility agreement dated May 14, 2013 among, inter alios, New
Look Finance II plc as the borrower, the other guarantors and New Look Bondco I plc, as guarantors,
Goldman Sachs International and J.P. Morgan Limited as arrangers, the lenders thereunder and Goldman
Sachs Lending Partners LLC as administrative agent. The facility thereunder is referred to as the "Existing
PIK Facility" and the loans thereunder are referred to as the "Existing PIK Loans." The Existing PIK
Facility was repaid in full as part of the Refinancing Transactions. See "Use of Proceeds."
·
"Existing Revolving Credit Facility" are to our £75 million revolving credit facility entered into on May 3,
2013, between, inter alios, the Company, as borrower, the lenders, and Deutsche Bank AG, London Branch,
as arranger, facility agent and security agent and as amended and restated from time to time.
·
"Existing Sterling Fixed Rate Senior Secured Notes" are to the £500 million aggregate principal amount of
8.75% senior secured notes due 2018 issued by New Look Bondco I plc on May 14, 2013.
·
"Fixed Rate Senior Secured Notes" are to the Sterling Fixed Rate Senior Secured Notes.
·
"Floating Rate Senior Secured Notes" are to the 415 million aggregate principal amount of floating rate
senior secured notes due 2022 issued by the Senior Secured Notes Issuer.
·
"Former PIK Facility Agreement" are to the unsecured payment in kind loan term and facility agreement
dated May 30, 2006, among Pedalgreen, Goldman Sachs Credit Partners L.P., and the other parties thereto.
The facility thereunder is referred to as the "Former PIK Facility" and the loans thereunder are referred to
as the "Former PIK Loans."
·
"Franchise" are to New Look stores operated by our franchise partners predominantly in the Middle East,
Asia, Europe and North Africa.
·
"Guarantors" are, collectively, to the Senior Secured Notes Guarantors and the Senior Notes Guarantors
(each, a "Guarantor").
·
"IFRS" are to International Financial Reporting Standards, as adopted by the EU.
·
"Indentures" are to, collectively, the Senior Secured Notes Indenture and the Senior Notes Indenture.
·
"Initial Purchasers" are to, collectively, Goldman Sachs International; J.P. Morgan Securities plc; Nomura
International plc; Deutsche Bank AG, London Branch; HSBC Bank plc; Lloyds Bank plc; and The Royal
Bank of Scotland plc.
·
"Intercreditor Agreement" are to the intercreditor agreement entered into on the Completion Date, among,
inter alios, the Issuers, the Guarantors, the Security Agent, the lenders and agent under the Revolving Credit
Facility Agreement, certain counterparties under hedging obligations and the Trustee.
·
"Issue Date" are to June 24, 2015.
·
"Issuers" are to, collectively, the Senior Secured Notes Issuer and the Senior Notes Issuer.
·
"New Look," the "Group," "we," "us" or "our" are to NLRGL and its subsidiaries.
·
"New Look E-commerce" are to our own e-commerce and m-commerce operations.
·
"New Look International" are to our New Look directly operated stores in Belgium, China, France, Ireland,
the Netherlands and Poland and our concession stores operated in the Netherlands and Germany.
vi


·
"NLRGL" are to New Look Retail Group Limited, incorporated in England and Wales under the Companies
Act 2006 on May 9, 2006 and registered with number 05810406.
·
"Notes" are to, collectively, the Senior Secured Notes and the Senior Notes.
·
"Notes Guarantees" are to, collectively, the Senior Secured Notes Guarantees and the Senior Notes
Guarantees.
·
"Offering" are to the offering of the Notes.
·
"Paying Agent" are to Deutsche Bank AG, London Branch, as the Paying Agent under the Indentures with
respect to the Notes.
·
"Pedalgreen" are to Pedalgreen Limited incorporated in England and Wales under the Companies Act 2006
on May 9, 2006 and registered with number 05810408.
·
"Permira" are to Permira Advisers LLP or one or more funds or limited partnerships managed or advised by
Permira Advisers LLP or any of its affiliates or direct or indirect subsidiaries from time to time.
·
"pound sterling" or "£" are to the lawful currency of the United Kingdom.
·
"Redemption Date" are to the date of redemption of the Existing Notes, which occurred on June 26, 2015.
·
"Refinancing Transactions" are to:
·
the issuance by the Issuers of £1,201.2 million (equivalent) aggregate principal amount of Notes;
·
the entry into the Revolving Credit Facility and the discharge and termination of the Existing
Revolving Credit Facility;
·
the extension of the proceeds of the Notes as subordinated intercompany loans to the Company
(together, the "Proceeds Loans" and each a "Proceeds Loan");
·
the redemption in full of the outstanding Existing Notes, including payment of the relevant redemption
premiums and accrued and unpaid interest, with a portion of the proceeds of the Offering (the
"Redemption");
·
the repayment in full of the outstanding Existing PIK Loans under the Existing PIK Facility with a
portion of the proceeds of the Offering, including prepayment fees and accrued and unpaid interest, and
the discharge and termination of the Existing PIK Facility;
·
the settlement of currency hedging obligations in connection with the Existing Notes; and
·
the payment of costs, fees and expenses in connection with the foregoing transactions, including the
fees and expenses incurred in connection with the Offering; and the Acquisition.
·
"Registrar" are to Deutsche Bank Luxembourg S.A., as the Registrar under the Indentures with respect to
the Notes.
·
"Restricted Group" are to the Company and its subsidiaries.
·
"Retail Stock Management Programme" are to the new core business system programme, which will
upgrade and replace a number of our current systems with new global retail systems. The programme will
cover a number of core business capabilities throughout the stock management lifecycle from item creation
to financial reconciliation.
·
"Revolving Credit Facility" are to the £100 million revolving credit facility entered into on the Completion
Date, as may be amended or supplemented from time to time, among, inter alios, the Company, Deutsche
Bank AG, London Branch, as facility agent and the Security Agent, as described more fully under
"Description of Other Indebtedness--Revolving Credit Facility Agreement."
·
"Revolving Credit Facility Agreement" are to the agreement governing the Revolving Credit Facility.
·
"Sales" are to Gross transactional value, as defined under "Presentation of Financial and Other
Information."
·
"Security Agent" are to Deutsche Bank AG, London Branch, as security agent under the Intercreditor
Agreement and the Revolving Credit Facility, among other agreements.
·
"Security Document" are to an English law governed debenture entered into on the Redemption Date,
among the Company, the Security Agent and the other charging companies party thereto.
vii


·
"Senior Notes" are to the £200 million aggregate principal amount of 8.0% senior notes due 2023 issued by
the Senior Notes Issuer.
·
"Senior Notes Escrow Account" are to the escrow account into which the proceeds from the offering of the
Senior Notes, less certain deductions in respect of fees and expenses, were deposited on the Issue Date
pending consummation of the Acquisition.
·
"Senior Notes Escrow Agreement" are to the agreement dated the Issue Date, among the Senior Notes
Issuer, the Trustee and the Escrow Agent relating to the Senior Notes Escrow Accounts.
·
"Senior Notes Guarantees" are to guarantees issued by each of the Senior Notes Guarantors, in each case,
guaranteeing the Senior Notes.
·
"Senior Notes Guarantors" are to, collectively, Hamperwood Limited, the Company, New Look Group
Limited, New Look Limited, New Look Overseas Limited, New Look Retailers Limited and the Senior
Secured Notes Issuer (each, a "Senior Notes Guarantor").
·
"Senior Notes Indenture" are to the indenture dated the Issue Date governing the Senior Notes by and
among, inter alios, the Senior Notes Issuer, the Senior Notes Guarantors and the Trustee.
·
"Senior Notes Issuer" are to New Look Senior Issuer plc, incorporated in England and Wales under the
Companies Act 2006 on May 28, 2015 and registered with number 9612440.
·
"Senior Secured Notes" are to the Fixed Rate Senior Secured Notes and the Floating Rate Senior Secured
Notes.
·
"Senior Secured Notes Escrow Accounts" are to the escrow accounts into which the proceeds from the
offering of the Senior Secured Notes, less certain deductions in respect of fees and expenses, were deposited
on the Issue Date pending consummation of the Acquisition.
·
"Senior Secured Notes Escrow Agreement" are to the agreement dated the Issue Date among the Senior
Secured Notes Issuer, the Trustee and the Escrow Agent relating to the Senior Secured Notes Escrow
Accounts.
·
"Senior Secured Notes Guarantees" are to guarantees issued by each of the Senior Secured Notes
Guarantors, in each case, guaranteeing the Senior Secured Notes.
·
"Senior Secured Notes Guarantors" are to, collectively, Hamperwood Limited, the Company, New Look
Group Limited, New Look Limited, New Look Overseas Limited, New Look Retailers Limited and the
Senior Notes Issuer (each, a "Senior Secured Notes Guarantor").
·
"Senior Secured Notes Indenture" are to the indenture dated the Issue Date governing the Senior Secured
Notes by and among, inter alios, the Senior Secured Notes Issuer, the Senior Secured Notes Guarantors and
the Trustee.
·
"Senior Secured Notes Issuer" are to New Look Secured Issuer plc, incorporated in England and Wales
under the Companies Act 2006 on May 28, 2015 and registered with number 9613066.
·
"Sterling Notes" are to the Sterling Fixed Rate Senior Secured Notes and the Senior Notes.
·
"Sterling Fixed Rate Senior Secured Notes" are to the £700 million aggregate principal amount of 6.5%
senior secured notes due 2022 issued by the Senior Secured Notes Issuer.
·
"Third-Party E-commerce" or "3PE" are to our partnerships with and the sale of our products through the
websites of our third-party e-commerce partners.
·
"Transfer Agent" are to Deutsche Bank Luxembourg S.A., as the Transfer Agent under the Indentures with
respect to the Notes.
·
"Trinitybrook" are to Trinitybrook Limited incorporated in England and Wales under the Companies Act
2006 on October 30, 2003 and registered with number 04948095.
·
"Trustee" refers to Deutsche Trustee Company Limited, as trustee under the Indentures.
·
"UK Retail" are to our UK Retail operating segment, which comprises of our operations and operating
results relating to our New Look owned stores in the United Kingdom.
·
"U.S. dollar," "dollar" or "$" are to the lawful currency of the United States.
viii


FORWARD LOOKING STATEMENTS
Certain of the statements made in this listing circular may be considered to be "forward looking statements," as
that term is defined in the U.S. Private Securities Litigation Reform Act of 1995, such as statements that include
the words "expect," "estimate," "believe," "project," "plan," "anticipate," "should," "intend," "probability,"
"risk," "may," "target," "goal," "objective" and similar expressions or variations on such expressions. These
statements appear in a number of places throughout this listing circular, including in the sections captioned "Risk
Factors," "Use of Proceeds," "Management's Discussion and Analysis of Our Financial Condition and Results
of Operations" and "Business." These statements concern, among other things:
·
strategies, outlook and growth prospects;
·
future plans and potential for growth;
·
trends affecting our financial condition or results of operations;
·
trends and developments affecting the markets in which we operate;
·
our liquidity, capital resources and capital expenditure;
·
the general economic outlook and industry trends;
·
competition in areas of our business; and
·
our plans to launch new or expand existing products.
Such forward looking statements are not guarantees of future performance and involve risks and uncertainties.
Our actual results may differ materially as a result of various factors. These factors include, but are not limited
to:
·
competitive pressures in the markets in which we operate;
·
our ability to anticipate, identify and respond to changing fashion trends and consumer preferences and
demands in a timely manner;
·
economic conditions, consumer confidence, spending patterns and market disruptions in our domestic or
foreign markets;
·
extreme or unseasonal weather conditions;
·
risks associated with E-commerce sales;
·
our ability to identify local demands and compete in international markets;
·
variations in raw material price and availability of raw material stock and inflationary pressure affecting
labour costs;
·
the reliability and availability of our supply chain;
·
our dependence on key personnel;
·
our dependence on the success of shopping centres and town centres in which our stores are located;
·
events that impact our reputation or brand value;
·
our capability to successfully implement our business strategy;
·
risks associated with conducting business in, and importing products from, developing countries;
·
our susceptibility to changes in holiday shopping patterns;
·
our ability to maintain proper inventory levels;
·
product defects;
·
negative public perceptions of us or our suppliers and other partners, including with respect to ethical
business practices;
·
our dependence on our warehousing and distribution infrastructure;
·
disruptions or other adverse events affecting our relationships with our service providers;
·
our dependence on third-party E-commerce business partners;
·
risks associated with lower gross margins from E-commerce sales;
ix