Obligation ArqivaTech 6.75% ( XS1879638697 ) en GBP

ArqivaTech

100 % ▼

Royaume-Uni

XS1879638697 ( en GBP )

6.75% par an ( paiement semestriel )

29/09/2023 - Obligation échue

Prospectus brochure de l'obligation Arqiva XS1879638697 en GBP 6.75%, échue

100 000 GBP

625 000 000 GBP

Arqiva est une société britannique de télécommunications fournissant des infrastructures et des services de diffusion pour la télévision, la radio et les communications mobiles.

L'Obligation émise par ArqivaTech ( Royaume-Uni ) , en GBP, avec le code ISIN XS1879638697, paye un coupon de 6.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 29/09/2023

LISTING OFFERING MEMORANDUM
NOT FOR GENERAL DISTRIBUTION
IN THE UNITED STATES
6SEP201803533322
ARQIVA BROADCAST FINANCE PLC
£625,000,000 6.750% Senior Notes due 2023
unconditionally and irrevocably guaranteed by Arqiva Financing No 2 Limited, Arqiva Broadcast Parent Limited and Arqiva
Broadcast Intermediate Limited
Arqiva Broadcast Finance plc, a public limited company existing under the laws of England and Wales (the Issuer), is
offering £625,000,000 in aggregate principal amount of its 6.750% Senior Notes due 2023 (the Notes). The Notes will mature
on 30 September 2023. Interest on the Notes will be payable on 31 March and 30 September of each year, commencing on
31 March 2019. Prior to 30 September 2020, the Issuer will be entitled, at its option, to redeem all or a portion of the Notes
by paying the relevant ``make-whole'' premium (the Applicable Premium) plus accrued and unpaid interest. Prior to
30 September 2020, the Issuer may also redeem at its option up to 40% of the original aggregate principal amount of the
Notes using the net proceeds from certain equity offerings at the redemption price set forth in this Offering Memorandum, if
at least 60% of the originally issued aggregate principal amount of the Notes remains outstanding. At any time on or after
30 September 2020, the Issuer may redeem all or part of the Notes by paying the relevant specified premium plus accrued
and unpaid interest. Additionally, the Notes may be redeemed upon the occurrence of certain changes in applicable tax law
at their outstanding principal amount plus accrued and unpaid interest. Upon the occurrence of a change of control, the
Issuer may be required to make an offer to purchase the Notes. See ``Terms and Conditions''.
The Notes will be senior obligations of the Issuer and will be guaranteed (the Guarantees) by Arqiva Financing No 2 Limited
(AF No 2 and the Intermediate Guarantor), Arqiva Broadcast Parent Limited (the Parent Guarantor) and Arqiva Broadcast
Intermediate Limited (Intermediate HoldCo and, together with the Intermediate Guarantor and the Parent Guarantor, the
Guarantors). The Notes will rank pari passu in right of payment with all existing and future indebtedness of the Issuer that is
not subordinated in right of payment to the Notes and will rank senior to any existing and future indebtedness of the Issuer
that is expressly subordinated in right of payment to the Notes. The Notes will be structurally subordinated to the Senior
Financing (as defined herein).
The Notes and the Guarantees will be secured by first ranking fixed and floating security interests over all (or substantially
all) of the assets of the Issuer and each of the Guarantors, including the shares in each of the Issuer and the Intermediate
Guarantor held by the Parent Guarantor, the shares in Intermediate HoldCo held by the Intermediate Guarantor and the
shares in the Senior Parent held by Intermediate HoldCo. See ``Terms and Conditions--Condition 3.3 (Transaction Security)''.
The Guarantees and the Transaction Security (as defined herein) will be subject to contractual limitations and may be
released under certain circumstances.
This offering memorandum (this Offering Memorandum) includes information on the terms of the Notes and the
Guarantees, including redemption and purchase prices, security, covenants and transfer restrictions. Application has been
made to list the Notes on the official list (the Official List) of the Luxembourg Stock Exchange and to admit them to trading
on the Euro MTF market of the Luxembourg Stock Exchange (the Euro MTF Market). The Euro MTF Market is not a
regulated market pursuant to the provisions of Directive 2004/39/EC. This Offering Memorandum constitutes a prospectus
for purpose of Part IV of the Luxembourg law on prospectuses for securities dated July 10, 2005, as amended.
Investing in the Notes involves certain risks. Please see ``Risk Factors'' beginning on page 49.
Price for the Notes: 100.000% plus accrued interest, if any, from the Issue Date
The Notes and the Guarantees have not been, and will not be, registered under the United States Securities Act of 1933, as
amended (the Securities Act) or with any securities regulatory authority of any state or other jurisdiction of the United States.
Subject to certain exemptions, the Notes may not be offered or sold within the United States to, or for the account or benefit of,
U.S. persons (as defined in Regulation S under the Securities Act (Regulation S)). The Notes may be offered and sold only to
non-U.S. persons (as defined in Regulation S) outside the United States in offshore transactions in reliance upon
Regulation S. Investors in the Notes will be deemed to have made or be required to make certain representations and
warranties in connection with purchasing the Notes. For a description of certain restrictions on resales and transfers, as to
which each purchaser of Notes will be deemed to have acknowledged, represented and agreed, see ``Plan of Distribution'' and
``Transfer Restrictions'' in this Offering Memorandum.
The Notes are expected to be delivered in book-entry form through Euroclear Bank S.A./N.V. (Euroclear) and/or
Clearstream Banking, soci´et´e anonyme (Clearstream, Luxembourg) on or about 1 October 2018 (the Issue Date).
Joint Global Coordinators and Joint Bookrunners
BofA Merrill Lynch
HSBC
Joint Bookrunners
Deutsche Bank
ING
Lloyds Bank Corporate Markets
Listing Offering Memorandum dated 20 November 2018

CONTENTS
Forward Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7
Presentation of Financial and Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8
Certain Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12
Historical and Current Market and Industry Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
13
Glossary of Technical Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
14
Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
16
Summary Corporate and Financing Structure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
26
The Offering . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
28
Overview of Senior Financing and Shareholder Financing . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
34
Summary Historical Consolidated Financial and Other Information . . . . . . . . . . . . . . . . . . . . . .
42
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
49
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
86
Capitalisation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
87
Selected Historical Consolidated Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
89
Management's Discussion and Analysis of Financial Condition and Results of Operations . . . . . .
95
Industry . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
120
Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
139
Regulation of the Communications Industry in the United Kingdom . . . . . . . . . . . . . . . . . . . . . .
167
Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
180
Principal Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
186
Summary of the Transaction Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
187
Description of Certain Financing Arrangements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
200
Overview of Senior Hedges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
216
Terms and Conditions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
220
Defined Terms for the Purposes of the Common Terms Agreement . . . . . . . . . . . . . . . . . . . . . .
267
Forms of the Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
309
Book-Entry Clearance Procedure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
311
Description of the Issuer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
313
Description of the Intermediate Guarantor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
315
Description of the Parent Guarantor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
317
Description of Intermediate HoldCo . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
319
Certain Tax Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
321
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
323
Transfer Restrictions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
326
Certain Insolvency Law Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
327
General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
328
Index of Defined Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
331
Index to the Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-1
1

NOTICES
The Notes will be obligations of the Issuer only. They will not be obligations or responsibilities of, or
guaranteed by, any of the other parties to the transactions described in this Offering Memorandum (other
than pursuant to the Guarantees) and any suggestion otherwise, express or implied, is expressly excluded.
If any withholding or deduction for or on account of tax is applicable to the Notes, payments on the Notes
will be made subject to such withholding or deduction, and (subject to certain exceptions) the Issuer being
obliged to pay additional amounts as a consequence.
Notes will be represented on issue by beneficial interests in Global Notes, in fully registered form, without
interest coupons attached, which will be deposited with, and be registered in the name of, a nominee of a
common depositary for Euroclear and Clearstream, Luxembourg. Ownership interests in the Global Notes
will be shown on, and transfers thereof will only be effected through, records maintained by Euroclear and
Clearstream, Luxembourg and their respective participants. Notes in definitive, certificated and fully
registered form will be issued only in the limited circumstances described herein. In each case, purchasers
and transferees of Notes will be deemed to have made certain representations and agreements. See ``Forms
of the Notes'', ``Plan of Distribution'' and ``Transfer Restrictions'' in this Offering Memorandum.
IMPORTANT NOTICES
This Offering Memorandum is being distributed only to, and is directed only at, relevant persons. This
Offering Memorandum, or any of its contents, must not be acted on or relied on by persons who are not
relevant persons. Any investment or investment activity to which this Offering Memorandum relates is
available only to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such
investments will be engaged in only with, relevant persons.
Neither the delivery of this Offering Memorandum nor the offering, sale or delivery of the Notes shall in
any circumstances imply that the information contained herein concerning the Issuer or the Guarantors
(together, the Obligors) is correct at any time subsequent to the date hereof or that there has been no
adverse change in the financial position of the Issuer or the Obligors as of any time subsequent to the date
indicated in the document containing the same. None of the Joint Global Coordinators and the Joint
Bookrunners, the Financial Advisor, the Note Trustee, the Security Trustee or the other parties undertakes
to review the financial condition or affairs of any of the Issuer or the Obligors for as long as any Notes are
outstanding or to advise any investor in the Notes of any information coming to their attention.
This Offering Memorandum is not intended to provide the basis of any credit or other evaluation and
should not be considered as a recommendation by the Issuer, any member of the Group (as defined
below), Merrill Lynch International and HSBC Bank plc (the Joint Global Coordinators), Deutsche
Bank AG, London Branch, ING Bank N.V., London Branch and Lloyds Bank Corporate Markets plc
(together with the Joint Global Coordinators, the Joint Bookrunners), N M Rothschild & Sons Limited
(the Financial Advisor), Deutsche Trustee Company Limited (the Note Trustee), Deutsche Trustee
Company Limited (the Security Trustee) or any of the other parties that any recipient of this Offering
Memorandum should purchase any of the Notes.
This Offering Memorandum does not constitute an offer to sell or the solicitation of an offer to buy any
Notes in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such
jurisdiction. The distribution of this Offering Memorandum and the offer or sale of Notes may be
restricted by law in certain jurisdictions. The Issuer, the Joint Global Coordinators and the Joint
Bookrunners do not represent that this Offering Memorandum may be lawfully distributed, or that any
Notes may be lawfully offered, in compliance with any applicable registration or other requirements in any
such jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for
facilitating any such distribution or offering. In particular, no action has been taken by the Issuer, the Joint
Global Coordinators and the Joint Bookrunners which is intended to permit a public offering of any Notes
or distribution of this Offering Memorandum in any jurisdiction where action for that purpose is required.
Accordingly, no Notes may be offered or sold, directly or indirectly, and neither this Offering
Memorandum nor any advertisement or other offering material may be distributed or published in any
jurisdiction, except circumstances that will result in compliance with any applicable laws and regulations.
Persons into whose possession this Offering Memorandum or any Notes may come must inform themselves
about, and observe, any such restrictions on the distribution of this Offering Memorandum and the
offering and sale of Notes. In particular, there are restrictions on the distribution of this Offering
Memorandum and the offer or sale of Notes in the United States and the European Economic Area
(including the United Kingdom).
2

PRIIPS REGULATION / PROSPECTUS DIRECTIVE / PROHIBITION OF SALES TO EEA RETAIL
INVESTORS
The Notes are not intended to be offered, sold or otherwise made available to and should not be offered,
sold or otherwise made available to any retail investor in the European Economic Area (EEA). For these
purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point
(11) of Article 4(1) of Directive 2014/65/EU (as amended, MiFID II); (ii) a customer within the meaning
of Directive 2002/92/EC (as amended, the Insurance Mediation Directive), where that customer would not
qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified
investor as defined in Directive 2003/71/EC (as amended, the Prospectus Directive). Consequently, no key
information document required by Regulation (EU) No 1286/2014 (as amended, the PRIIPs Regulation)
for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been
prepared and therefore offering or selling the Notes or otherwise making them available to any retail
investor in the EEA may be unlawful under the PRIIPS Regulation. This Offering Memorandum has been
prepared on the basis that any offer of Notes in any Member State of the EEA will be made pursuant to an
exemption under the Prospectus Directive from the requirement to publish a prospectus for offers of
Notes. This Offering Memorandum is not a prospectus for the purposes of the Prospectus Directive.
Each person contemplating making an investment in the Notes should make its own investigation and
analysis of the creditworthiness of the Issuer and the Obligors and its own determination of the suitability
of any such investment, with particular reference to its own investment objectives and experience and any
other factors which may be relevant to it in connection with such investment. A prospective investor who is
in any doubt whatsoever as to the risks involved in investing in the Notes should consult independent
professional advisers.
In making an investment decision, investors must rely on their own examination of the Issuer and the
Guarantors and the terms of the Notes being offered, including the merits and risks involved.
The Notes may not be a suitable investment for all investors. Each potential investor in the Notes must
determine the suitability of that investment in light of its own circumstances. In particular, each potential
investor should:
·
have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits
and risks of investing in the Notes and the information contained in this Offering Memorandum;
·
have access to, knowledge of and appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the Notes and the impact the Notes will have on its
overall investment portfolio;
·
have sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes,
including Notes with principal or interest payable in one or more currencies or where the currency for
principal or interest payments is different from the potential investor's currency;
·
understand thoroughly the terms of the Notes and be familiar with the behaviour of any relevant
indices and financial markets; and
·
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for
economic, interest rate and other factors that may affect its investment and its ability to bear the
applicable risks.
The Notes are complex financial instruments. Sophisticated institutional investors generally do not
purchase complex financial instruments as stand-alone investments. They purchase complex financial
instruments as a way to reduce risk or enhance yield with an understood, measured, appropriate addition
of risk to their overall portfolios. A potential investor should not invest in Notes which are complex
financial instruments unless it has the experience (either alone or with a financial adviser) to evaluate how
the Notes will perform under changing conditions, the resulting effects on the value of the Notes and the
impact this investment will have on the potential investor's overall investment portfolio.
In addition, the investment activities or certain investors are subject to legal investment laws and
regulations, or review or regulation by certain authorities. Each potential investor should consult its legal
advisers to determine whether and to what extent Notes are legal investments for it, Notes can be used as
security for indebtedness and other restrictions apply to its purchase or pledge of any Notes. Financial
institutions should consult their legal advisors or the appropriate regulators to determine the appropriate
treatment of Notes under any applicable risk-based capital or similar rules.
3

The distribution of this Offering Memorandum and the offering, sale or delivery of the Notes in certain
jurisdictions may be restricted by law. Persons into whose possession this Offering Memorandum comes
are required by the Issuer, the Joint Global Coordinators and the Joint Bookrunners to inform themselves
about and to observe any such restrictions. This Offering Memorandum does not constitute, and may not
be used for the purposes of, an offer to or solicitation by any person to subscribe or purchase any Notes in
any jurisdiction or in any circumstances in which such an offer or solicitation is not authorised or is
unlawful.
In connection with the issue of the Notes, Merrill Lynch International acting as stabilising manager (the
Stabilising Manager) (or person(s) acting on its behalf) may over-allot Notes or effect transactions with a
view to supporting the market price of the Notes at a level higher than that which might otherwise prevail.
However, there is no assurance that the Stabilising Manager (or persons acting on its behalf) will
undertake stabilisation action. Any stabilisation 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 date of the issue of the Notes and 60 days after
the date of the allotment of the Notes. Any stabilisation action or over-allotment must be conducted by the
Stabilising Manager (or person(s) acting on its behalf) in accordance with all applicable laws and rules.
In connection with this new issue of Notes, the Joint Global Coordinators and the Joint Bookrunners do
not act for or provide services, including providing any advice, in relation to this new issue of Notes to any
person other than the Issuer. The Joint Global Coordinators and the Joint Bookrunners will not regard any
person other than the Issuer, including actual or prospective holders of the Notes, as its client in relation to
this new issue of Notes. Accordingly, the Joint Global Coordinators and the Joint Bookrunners will not be
responsible to anyone other than the Issuer for providing the protections (regulatory or otherwise)
afforded to its clients.
If you are in any doubt about the contents of this Offering Memorandum you should consult your
stockbroker, bank manager, solicitor, accountant or other financial advisor. It should be remembered that
the price of securities and the income from them can go down as well as up.
In this Offering Memorandum, words denoting the singular number only shall include the plural number
also and vice versa.
Neither the U.S. Securities and Exchange Commission, or any state securities commission or any other
regulatory authority has approved or disapproved these securities nor have any of the foregoing authorities
passed upon or endorsed the merits of this offering or the accuracy or adequacy of this offering
memorandum. Any representation to the contrary is a criminal offence.
MIFID II PRODUCT GOVERNANCE/PROFESSIONAL INVESTORS AND ECPS ONLY TARGET
MARKET
Solely for the purposes of each manufacturer's product approval process, the target market assessment in
respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible
counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for
distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person
subsequently offering, selling or recommending the Notes (a distributor) should take into consideration
the manufacturers' target market assessment; however, a distributor subject to MiFID II is responsible for
undertaking its own target market assessment in respect of the Notes (by either adopting or refining the
manufacturers' target market assessment) and determining appropriate distribution channels.
SETTLEMENT
Each purchaser of the Notes will be deemed to have made the representations, warranties and
acknowledgements that are described in this Offering Memorandum under the section entitled ``Notice to
Investors.''
The Group expects that delivery of the Notes will be made against payment on the Notes on or about the
date specified on the cover page of this Offering Memorandum, which will be eleven business days
following the date of pricing of the Notes (this settlement cycle is being referred to as ``T+11''). Trades in
the secondary market generally are required to settle in three to five business days, unless the parties to
any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes on the date
of pricing or the next seven succeeding business days will be required, by virtue of the fact that the Notes
initially will settle in T+11, to specify an alternate settlement cycle at the time of any such trade to prevent
4

failed settlement. Purchasers of the Notes who wish to trade the Notes on the date of pricing or the next
seven succeeding business days should consult their own advisors. See ``Plan of Distribution.''
RESPONSIBILITY STATEMENTS
The Obligors accept responsibility for the information contained in this Offering Memorandum. To the
best of the knowledge of the Obligors (each having taken all reasonable care to ensure that such is the
case) the information contained in this Offering Memorandum is in accordance with the facts and does not
omit anything likely to affect the import of such information.
No person has been authorised to give any information or to make representations other than the
information or the representations contained in this Offering Memorandum in connection with the Issuer,
the Guarantors, any member of the Group or the offering or sale of the Notes and, if given or made, such
information or representations must not be relied upon as having been authorised by the Obligors, any
member of the Group, the Financial Advisor, the Joint Global Coordinators and Joint Bookrunners, the
Note Trustee, the Security Trustee or any other party. Neither the delivery of this Offering Memorandum
nor any offering or sale of Notes made in connection herewith shall, under any circumstances, constitute a
representation or create any implication that there has been no change in the affairs of the Issuer, the
Guarantors or any member of the Group since the date hereof. Unless otherwise indicated herein, all
information in this Offering Memorandum is given as of the date of this Offering Memorandum. This
document does not constitute an offer of, or an invitation by, or on behalf of, the Issuer or any Joint Global
Coordinators and Joint Bookrunners to subscribe for, or purchase, any of the Notes.
No representation, warranty or undertaking, express or implied, is made and no responsibility or liability is
accepted by the other parties as to the accuracy or completeness of the information contained in this
Offering Memorandum or any other information supplied in connection with the Notes or their
distribution. The statements made in this paragraph are without prejudice to the responsibility of the
Issuer for the information contained in this Offering Memorandum. Each person receiving this Offering
Memorandum acknowledges that such person has not relied on the Joint Global Coordinators and Joint
Bookrunners, the Note Trustee, the Security Trustee or any other party nor on any person affiliated with
any of them in connection with its investigation of the accuracy of such information or its investment
decision.
The Financial Advisor, which is authorised and regulated by the Financial Services Authority in the United
Kingdom, is acting for the Issuer and the Group and no one else in relation to the offering of the Notes by
the Issuer and will not be responsible to anyone other than the Issuer or the Group for providing the
protections afforded to clients of the Financial Advisor nor for providing advice in relation to the proposed
issue of Notes by the Issuer. The Financial Advisor is not acting as a Joint Bookrunner or Initial Purchaser
in connection with this offering, and accordingly, the Financial Advisor; is neither purchasing Notes nor
offering Notes to investors in connection with this offering.
NOTICE TO LUXEMBOURG INVESTORS
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 TO TRADING OF THE NOTES ON THE
LUXEMBOURG STOCK EXCHANGE'S EURO MTF MARKET AND LISTING ON THE OFFICIAL LIST
OF THE LUXEMBOURG STOCK EXCHANGE AND EXCEPT IN CIRCUMSTANCES WHICH DO NOT
CONSTITUTE AN OFFER OF SECURITIES TO THE PUBLIC.
NOTICE REGARDING U.S. SECURITIES LAWS
THE NOTES OFFERED PURSUANT TO THIS OFFERING MEMORANDUM HAVE NOT BEEN AND
WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE
SECURITIES ACT), AND MAY BE OFFERED AND SOLD ONLY TO NON-U.S. PERSONS OUTSIDE
THE UNITED STATES IN ``OFFSHORE TRANSACTIONS'' AS DEFINED IN, AND IN ACCORDANCE
WITH, REGULATION S UNDER THE SECURITIES ACT (REGULATION S). THE TERM ``U.S.
PERSONS'' HAS THE MEANING GIVEN TO IT IN REGULATION S.
5

ACCORDINGLY, THE OFFER IS NOT BEING MADE IN THE UNITED STATES OR TO U.S. PERSONS
AND THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER, OR AN INVITATION TO APPLY FOR,
OR AN OFFER OR INVITATION TO PURCHASE OR SUBSCRIBE FOR, ANY NOTES IN THE UNITED
STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS.
ANY PERSON WHO SUBSCRIBES OR ACQUIRES THE NOTES WILL BE DEEMED TO HAVE
REPRESENTED, WARRANTED AND AGREED, BY ACCEPTING DELIVERY OF THIS OFFERING
MEMORANDUM OR DELIVERY OF THE NOTES, THAT IT IS NOT A U.S. PERSON AND THAT IT IS
SUBSCRIBING OR ACQUIRING THE NOTES IN COMPLIANCE WITH RULE 903 OF REGULATION S
IN AN ``OFFSHORE TRANSACTION'' AS DEFINED IN REGULATION S.
IN ADDITION, UNTIL 40 DAYS AFTER THE COMMENCEMENT OF THE OFFERING OF THE
NOTES, AN OFFER OR SALE OF THE NOTES WITHIN THE UNITED STATES BY A BROKER/
DEALER (WHETHER OR NOT PARTICIPATING IN THE OFFERING) MAY VIOLATE THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.
ANY PERSON IN THE UNITED STATES OR ANY U.S. PERSON WHO OBTAINS A COPY OF THIS
OFFERING MEMORANDUM IS REQUIRED TO DISREGARD IT.
AVAILABLE INFORMATION
For so long as the Notes are listed on the Euro MTF Market and the rules of the Luxembourg exchange so
require, copies of the Issuer's and the Guarantors' organisational documents, the Intercreditor Agreement,
the Note Trust Deed, the Security Agreement and the most recent consolidated financial statements
published by the Group may be inspected and obtained at the office of the Principal Paying Agent.
6

FORWARD LOOKING STATEMENTS
This Offering Memorandum contains various forward-looking statements regarding events and trends that
are subject to risks and uncertainties that could cause the actual results and financial position of the Issuer
and/or the Obligors to differ materially from the information presented herein. When used in this Offering
Memorandum, the words ``estimate'', ``project'', ``intend'', ``anticipate'', ``believe'', ``expect'', ``should'' and
similar expressions, as they relate to the Issuer, the Obligors and their management, are intended to
identify such forward-looking statements. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date hereof. Save as otherwise required by any
rules or regulations, neither the Issuer nor the Guarantors undertake any obligations publicly to release
the result of any revisions to these forward-looking statements to reflect events or circumstances after the
date hereof or to reflect the occurrence of unanticipated events.
The risks and uncertainties referred to above include:
·
the level of demand for the Group's infrastructure or services;
·
actions or decisions by governmental and regulatory bodies, or changes in the regulatory framework in
which the Group operates, which may impact the ability of the Group to carry on its businesses;
·
changes or advances in technology, and availability of resources such as spectrum, necessary to use
new or existing technology, or customer and consumer preferences regarding technology;
·
a breach or another critical disruption in the Group's technical or information infrastructure;
·
the ability of the Group to develop, expand and maintain its broadcast and telecommunications
infrastructure;
·
the ability of the Group to create products which are competitive or accepted by customers;
·
the ability of the Group to successfully deliver its significant contracts within budget or at all;
·
the ability of the Group to realise its orderbook or its Projected EBITDA;
·
the Group's dependency on a limited number of key customers for a large percentage of its revenue;
·
the creditworthiness and financial strength of the Group's key customers;
·
the ability of the Group to provide uninterrupted or quality services;
·
the ability of the Group to effectively manage demand for its leased satellite transmission capacity;
·
the Group's reliance on third parties for key equipment, technology, site access and services;
·
the failure of the Group to attract and retain high-quality personnel;
·
work stoppages and other labour matters;
·
natural disasters and other unforeseen events;
·
the performance of the markets in the UK, the EU and the wider region in which the Group operates;
·
the ability of the Group to comply with environmental and health, data protection, anti-money
laundering, anti-bribery and sanctions regulations;
·
the ability of the Group to deliver on its cost savings programme;
·
the consolidation of telecommunication service providers;
·
factors outside the Group's control, including inclement weather and the outbreak of contagious
disease;
·
the Group's pensions commitments;
·
the Group's potential liability for distributing content broadcast by its customers over its network;
·
regulatory prohibition or limitation on the disposal of certain of the Group's central assets; and
·
tax losses, a portion of which may not be available in certain circumstances.
Any forward looking statements contained in this Offering Memorandum speak only as at the date of this
Offering Memorandum. Without prejudice to any requirements under applicable laws and regulations, the
Issuer and the Guarantors expressly disclaim any obligation or undertaking to disseminate after the date of
this Offering Memorandum any updates or revisions to any forward looking statements contained herein
to reflect any change in expectations thereof or any change in events, conditions or circumstances on which
any such forward looking statement is based.
7

PRESENTATION OF FINANCIAL AND OTHER INFORMATION
Presentation of Financial Information
The financial information presented and discussed in this Offering Memorandum has, unless otherwise
indicated, been extracted from the audited consolidated financial statements of Arqiva Broadcast Parent
Limited as at and for each of the years ended 30 June 2016 (including unaudited comparative financial
information as at and for the year ended 30 June 2015), 30 June 2017 (including unaudited comparative
financial information as at and for the year ended 30 June 2016) and 30 June 2018 (including unaudited
comparative financial information as at and for the year ended 30 June 2017) (altogether, the Financial
Statements), prepared and presented in accordance with International Financial Reporting Standards as
adopted by the EU (IFRS) and presented in pounds sterling. The Financial Statements, the notes thereto
and the respective independent auditor's reports are included in this Offering Memorandum starting at
page F-1.
The audited consolidated financial statements as at and for each of the years ended 30 June 2016, 2017 and
2018 have been audited by PricewaterhouseCoopers LLP, the independent auditor of Arqiva Broadcast
Parent Limited.
The preparation of financial information in conformity with IFRS requires the use of certain critical
accounting estimates, and requires management to exercise its judgement in the process of applying the
Group's accounting policies. The areas involving a higher degree of management judgement or complexity,
or areas where assumptions and estimates are significant to the consolidated financial information are
disclosed in Note 4 to the Financial Statements, included elsewhere in this Offering Memorandum.
The financial information set forth in this Offering Memorandum has been subjected to rounding
adjustments for ease of presentation. Accordingly, in certain instances, the sum of the numbers in a column
or a row in tables may not conform exactly to the total figure given for that column or row. Percentage
figures included in this Offering Memorandum have not been calculated on the basis of rounded figures
but have been calculated on the basis of such amounts prior to rounding.
Prospective Noteholders should read the Financial Statements of the Group and the notes thereto
included elsewhere in this Offering Memorandum, together with ``Management's Discussion and Analysis of
Financial Condition and Results of Operations''.
Unless otherwise indicated, the financial results and information presented in this Offering Memorandum
is the historical consolidated financial information of Arqiva Broadcast Parent Limited and not that of the
Issuer. See ``Certain Definitions''. The Issuer is a wholly owned subsidiary of Arqiva Broadcast Parent
Limited.
Non-IFRS Financial Measures
This Offering Memorandum contains certain non-IFRS measures and ratios, including EBITDA, EBITDA
margin, net cash inflow from operating activities, maintenance capital expenditure and growth capital
expenditure (contracted and non-contracted), which are not required by, nor presented in accordance with
IFRS. For a reconciliation of these measures, see ``Selected Historical Consolidated Financial Information.''
The Group presents these non-IFRS measures because the Group believes that they and similar measures
are widely used by certain investors, securities analysts and other interested parties as supplemental
measures of performance and liquidity. The non-IFRS measures may not be comparable to 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 the Group's operating results as reported under IFRS. Non-IFRS
measures such as EBITDA, EBITDA margin, net cash inflow from operating activities, maintenance
capital expenditure and growth capital expenditure (contracted and non-contracted) are not measurements
of the Group's performance or liquidity under IFRS or any other generally accepted accounting principles.
In particular, investors should not consider EBITDA, EBITDA margin, operating cash flow after capital
and financial investment activities, maintenance capital expenditure and growth capital expenditure
(contracted and non-contracted) as an alternative to (a) operating profit or profit for the period (as
determined in accordance with IFRS) as a measure of the Group's operating performance, (b) cash flows
from operating, investing and financing activities as a measure of the Group's ability to meet its cash needs
or (c) any other measures of performance under generally accepted accounting principles.
These non-IFRS measures have limitations as analytical tools, and investors should not consider them in
isolation, or as a substitute for an analysis of the Group's results as reported under IFRS.
8

EBITDA, as used in this Offering Memorandum, is defined as operating profit (taken from the Group's
consolidated income statement data) before depreciation and amortisation, exceptional operating
expenses and one-off items where the earnings or charges are not considered to be indicative of the
Group's on-going operations, e.g. profit or loss on the disposal of non-current assets.
EBITDA margin, as used in this Offering Memorandum, is defined as EBITDA divided by group revenue.
EBITDA and EBITDA margin do not reflect and are not adjusted for:
·
the significant interest expense, or the cash requirements necessary, to service interest or principal
payments on the Group's debts;
·
any cash or non cash corporation taxes that the Group may incur;
·
certain non-cash income and expense items that are reflected in the Group's profit and loss statement
such as depreciation and amortisation; and
·
the impact of earnings or charges resulting from certain matters the Group considers not to be
indicative of its ongoing operations.
Net cash inflow from operating activities, as used in this Offering Memorandum, is defined as EBITDA
before exceptional items, working capital and certain other items.
Maintenance capital expenditure, as used in this Offering Memorandum, is defined as expenditure that is
incurred to deliver cost-savings, productivity enhancements, to extend the useful life of existing
non-current assets, or replace worn out and obsolete non-current assets with new ones in order to support
existing contracts.
Growth capital expenditure--contracted, as used in this Offering Memorandum, is defined as capital
expenditure that is incurred to deliver new or renewal revenues and which is supported by a signed
customer contract.
Growth capital expenditure--non-contracted, as used in this Offering Memorandum, is defined as capital
expenditure that is incurred to deliver revenues and which is supported by a business case but on which
there is no signed customer contract at the time at which expenditure is incurred and reported.
Other companies in the Group's industry may calculate EBITDA, EBITDA margin, net cash inflow from
operating activities, maintenance capital expenditure and growth capital expenditure (contracted and
non-contracted) differently from the manner that the Group does, limiting its usefulness as a comparative
measure.
Projected EBITDA
This Offering Memorandum also includes Projected EBITDA for the years ended 30 June 2019 and
31 December 2018. The Group is required to report Projected EBITDA further to the reporting covenants
under the Senior Financing (as defined herein). See ``Selected Historical Consolidated Financial
Information''.
Projected EBITDA is based on management estimates, is not part of the Group's consolidated financial
information or financial accounting records and has not been audited or otherwise reviewed by
independent auditors, consultants or experts. The Group's use or computation of this metric may not be
comparable to the use or computation of a similarly titled measures reported by other companies in the
broadcast, media or communications industry. Projected EBITDA should not be considered in isolation or
as an alternative measure of performance or consistent with any performance measure under IFRS. This
metric is forward-looking information that is subject to significant risks and uncertainties that could cause
the actual results and financial position of the Group to differ materially. Investors are cautioned to not
place undue reliance on such forecast data. See ``Forward Looking Statements.''
The prospective financial information included in this Offering Memorandum has been prepared by, and is
the responsibility of, the Group's management. The Group and its management believe that Projected
EBITDA has been prepared on a reasonable basis, reflecting the best estimates and judgments, and
represent, to the best of management's knowledge and opinion, the Group's expected course of action.
However, because this information is highly subjective, it should not be relied on as necessarily indicative
of future results.
9