Obligation CEMSA 3.125% ( XS1964617879 ) en EUR

CEMSA

100 % ▲

Mexique

XS1964617879 ( en EUR )

3.125% par an ( paiement semestriel )

18/03/2026

Prospectus brochure de l'obligation CEMEX SAB de CV XS1964617879 en EUR 3.125%, échéance 18/03/2026

100 000 EUR

400 000 000 EUR

19/09/2025 ( Dans 69 jours )

CEMEX SAB de CV est une entreprise mexicaine multinationale de matériaux de construction, produisant et distribuant du ciment, du béton prêt à l'emploi, des agrégats et d'autres produits de construction dans le monde entier.

L'Obligation émise par CEMSA ( Mexique ) , en EUR, avec le code ISIN XS1964617879, paye un coupon de 3.125% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 18/03/2026

OFFERING MEMORANDUM
400,000,000
CEMEX, S.A.B. de C.V.
3.125% Senior Secured Notes due 2026
Unconditionally Guaranteed by
CEMEX México, S.A. de C.V., CEMEX Concretos, S.A. de C.V.,
Empresas Tolteca de México, S.A. de C.V., New Sunward Holding B.V., CEMEX España, S.A.,
Cemex Asia B.V., CEMEX Corp., CEMEX Finance LLC, Cemex Africa & Middle East Investments B.V.,
CEMEX France Gestion (S.A.S.), Cemex Research Group AG and CEMEX UK
The notes offered hereby (the "Notes") will bear interest at the rate of 3.125 % per year. Interest on the Notes is payable on March 19 and
September 19 of each year, beginning on September 19, 2019. The Notes will mature on March 19, 2026. We may redeem some or all of the
Notes on or after March 19, 2022 at the prices and as described under the caption "Description of Notes--Optional Redemption." Prior to March
19, 2022, we may redeem the Notes in whole or in part, at a redemption price equal to the greater of (i) the principal amount of the Notes and
(ii) a "Make-Whole Amount," plus accrued and unpaid interest, if any, to the redemption date, as described under "Description of Notes--
Optional Redemption." In addition, as described under "Description of Notes--Optional Redemption," on or prior to March 19, 2022, we may
redeem up to 35% of the Notes from the proceeds of certain equity offerings. We may also redeem the Notes, in whole but not in part, at a price
equal to 100% of their principal outstanding amount, plus accrued and unpaid interest, if any, to the redemption date and any additional amounts
payable, in the event of certain changes in tax laws, or the official interpretation of such laws, as described under "Description of Notes--
Optional Redemption." If a change in control event described under "Description of Notes--Change of Control" occurs, we may be required to
offer to purchase the Notes from the holders.
The Notes will be, and approximately U.S.$9.3 billion principal amount of our other obligations as December 31, 2018 are, secured by a
first-priority security interest over (i) substantially all the shares of CEMEX México, S.A. de C.V., Cemex Operaciones México, S.A. de C.V.,
CEMEX TRADEMARKS HOLDING Ltd., New Sunward Holding B.V. and CEMEX España, S.A. (together, the "Collateral") and (ii) all
proceeds of such Collateral. As described herein, the Collateral securing the Notes is subject to control by our creditors under the 2017 Credit
Agreement (as described herein). The Notes will rank equally in right of payment with all other existing and future indebtedness of CEMEX,
S.A.B. de C.V. secured by the Collateral pursuant to the terms of the Intercreditor Agreement (as defined under "Description of Notes"). The
Notes will cease to be secured in accordance with the provisions of the Intercreditor Agreement. See "Description of Notes--Security Interest"
and "Description of Notes--Intercreditor Agreement."
Prior to this offering, there has been no market for the Notes. Application has been made to the Irish Stock Exchange plc trading as
Euronext Dublin ("Euronext Dublin") for the approval of this document as listing particulars (the "Listing Particulars"). Application has been
made to Euronext Dublin for the Notes to be admitted to the Official List (the "Official List") and trading on the Global Exchange Market, which
is the exchange regulated market of Euronext Dublin. The Global Exchange Market is not a regulated market for the purposes of Directive
2014/65/EU, as amended ("MiFID II").
Investing in the Notes involves risks. See "Risk Factors" beginning on page 15 of this offering memorandum and the sections
entitled "Risk Factors" in CEMEX, S.A.B. de C.V.'s Annual Report on Form 20-F for the year ended December 31, 2017 (the "2017
Annual Report") and CEMEX, S.A.B. de C.V.'s report on Form 6-K, filed with the Securities and Exchange Commission (the " SEC")
on March 11, 2019 (the "March 11 6-K"), which are incorporated by reference into this offering memorandum.
The Notes and the Note Guarantees (as described herein) have not been and will not be registered under the U.S. Securities Act of
1933, as amended (the "Securities Act"). Prospective purchasers that are qualified institutional buyers are hereby notified that the sellers
of the Notes may be relying on an exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A under the
Securities Act. Outside the United States, the offering is being made in reliance on Regulation S under the Securities Act. See "Transfer
Restrictions; Notice to Investors" for additional information about eligible offerees and transfer restrictions.
THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE MEXICAN NATIONAL SECURITIES
REGISTRY (REGISTRO NACIONAL DE VALORES, OR "RNV"), MAINTAINED BY THE MEXICAN NATIONAL BANKING AND
SECURITIES COMMISSION (COMISIÓN NACIONAL BANCARIA Y DE VALORES, OR "CNBV"), AND THEREFORE MAY NOT
BE OFFERED OR SOLD PUBLICLY IN MEXICO, EXCEPT THAT THE NOTES MAY BE OFFERED AND SOLD IN MEXICO TO
INVESTORS THAT QUALIFY AS INSTITUTIONAL AND QUALIFIED INVESTORS SOLELY PURSUANT TO THE PRIVATE
PLACEMENT EXEMPTION SET FORTH IN ARTICLE 8 OF THE MEXICAN SECURITIES MARKET LAW (LEY DEL MERCADO
DE VALORES, OR THE "MEXICAN SECURITIES MARKET LAW")." UPON THE ISSUANCE OF THE NOTES, WE WILL
NOTIFY THE CNBV OF THE ISSUANCE OF THE NOTES, INCLUDING THE PRINCIPAL TERMS AND CONDITIONS OF THE
NOTES AND THE OFFERING OF THE NOTES OUTSIDE MEXICO. SUCH NOTICE WILL BE SUBMITTED TO THE CNBV TO
COMPLY WITH ARTICLE 7, SECOND PARAGRAPH OF THE MEXICAN SECURITIES MARKET LAW AND FOR
STATISTICAL AND INFORMATION PURPOSES ONLY, AND THE DELIVERY TO AND THE RECEIPT BY THE CNBV OF
SUCH NOTICE, DOES NOT CONSTITUTE OR IMPLY ANY CERTIFICATION AS TO THE INVESTMENT QUALITY OF THE
NOTES OR OF OUR SOLVENCY, LIQUIDITY OR CREDIT QUALITY OR THE ACCURACY OR COMPLETENESS OF THE
INFORMATION SET FORTH IN THIS OFFERING MEMORANDUM. THE INFORMATION CONTAINED IN THIS OFFERING
MEMORANDUM IS THE EXCLUSIVE RESPONSIBILITY OF THE ISSUER AND HAS NOT BEEN REVIEWED OR
AUTHORIZED BY THE CNBV.
In making an investment decision, all investors who may acquire Notes from time to time, must rely on their own review and examination
of us and the Issuer. The Issuer accepts responsibility for the information contained in this offering memorandum. To the best of the Issuer's

knowledge (having taken all reasonable care to ensure that such is the case), the information contained in this offering memorandum as of the
date hereof is in accordance with the facts and does not omit anything likely to affect the import of such information.
Price for Notes: 100.000% plus accrued interest, if any, from March 19, 2019.
The Notes will be ready for delivery on or about March 19, 2019 only in book-entry form through the facilities of Euroclear Bank S.A./N.V.
("Euroclear"), as operator of the Euroclear System, and Clearstream Banking, société anonyme, Luxembourg ("Clearstream").
Joint Bookrunners
BNP PARIBAS
BofA Merrill Lynch
Citigroup
Santander
March 19, 2019

INTRODUCTION
CEMEX, S.A.B. de C.V. is a publicly traded variable stock corporation (sociedad anónima bursátil de capital
variable) organized under the laws of the United Mexican States ("Mexico"). Unless otherwise indicated or except
as the context otherwise may require, references in this offering memorandum to the "Issuer" refer to CEMEX,
S.A.B. de C.V. and references to, "CEMEX," "we," "us" or "our" refer to CEMEX, S.A.B. de C.V. and its
consolidated entities. See note 1 to our audited consolidated financial statements in CEMEX, S.A.B. de C.V.'s
report on Form 6-K, filed with the SEC on February 28, 2019 (the "February 28 6-K"), which is incorporated by
reference in this offering memorandum.
References in this offering memorandum to total debt plus other financial obligations do not include our debt
and other financial obligations held by us. See note 16 to our audited consolidated financial statements included in
the February 28 6-K, which is incorporated by reference in this offering memorandum, for a detailed description of
our other financial obligations. The calculation of total debt plus other financial obligations as referred to in this
offering memorandum differs from the calculation of total debt and analogous financial obligations under the
facilities agreement, dated as of July 19, 2017 (the "2017 Credit Agreement"), entered into among CEMEX, S.A.B.
de C.V. and certain of its subsidiaries named therein, the financial institutions named therein, Citibank Europe PLC,
UK Branch, as agent, and Wilmington Trust (London) Limited, as security agent (the "Security Agent").
The Issuer's obligations under the Notes will be unconditionally guaranteed by CEMEX México, S.A. de C.V.
("CEMEX México"), CEMEX Concretos, S.A. de C.V. ("CEMEX Concretos"), Empresas Tolteca de México, S.A.
de C.V. ("Empresas Tolteca"), New Sunward Holding B.V. ("New Sunward"), CEMEX España, S.A. ("CEMEX
España"), Cemex Asia B.V. ("CEMEX Asia"), CEMEX Corp., CEMEX Finance LLC ("CEMEX Finance"), Cemex
Africa & Middle East Investments B.V. ("CEMEX Africa & Middle East Investments"), CEMEX France Gestion
(S.A.S.) ("CEMEX France"), Cemex Research Group AG ("CEMEX Research Group") and CEMEX UK.
References in this offering memorandum to (i) a "Guarantor" refers to each of CEMEX México, CEMEX Finance,
CEMEX Concretos, Empresas Tolteca, New Sunward, CEMEX España, CEMEX Asia, CEMEX Corp., CEMEX
Africa & Middle East Investments, CEMEX France, CEMEX Research Group and CEMEX UK, or collectively, the
"Guarantors," (ii) a "Mexican Guarantor" refers to each of CEMEX México, CEMEX Concretos and Empresas
Tolteca , or collectively, the "Mexican Guarantors," (iii) a "Dutch Guarantor" refers to each of New Sunward,
CEMEX Asia and CEMEX Africa & Middle East Investments, or collectively, the "Dutch Guarantors," and (iv) a
"U.S. Guarantor" refers to each of CEMEX Corp. and CEMEX Finance, or collectively, the "U.S. Guarantors."
This offering memorandum has been prepared by us solely for use in connection with the proposed offering of
the Notes and for application to Euronext Dublin for the approval of this document as Listing Particulars. This
offering memorandum is personal to each offeree and does not constitute an offer to any other person or to the
public generally to subscribe for or otherwise acquire Notes. You are authorized to use this offering memorandum
solely for the purpose of considering the purchase of the Notes.
In making an investment decision, prospective investors must rely on their own examination of the Issuer and
the terms of the offering, including the merits and risks involved. Prospective investors should not construe anything
in this offering memorandum as legal, business or tax advice. Each prospective investor should consult its own
advisors as needed to make its investment decision and to determine whether it is legally permitted to purchase the
Notes under applicable securities or similar laws or regulations.
We have furnished the information in this offering memorandum. You acknowledge and agree that the Initial
Purchasers (as defined below) make no representation or warranty, express or implied, as to the accuracy or
completeness of such information, and nothing contained in this offering memorandum is, or shall be relied upon as,
a promise or representation by the Initial Purchasers. This offering memorandum contains summaries believed to be
accurate with respect to certain documents, but reference is made to the actual documents for complete information.
All such summaries are qualified in their entirety by such reference. Copies of documents referred to herein will be
made available to prospective investors upon request to us.
The distribution of this offering memorandum and the offering and sale of the Notes in certain jurisdictions may
be restricted by law. We and the Initial Purchasers require persons into whose possession this offering memorandum
comes to inform themselves about and to observe any such restrictions. This offering memorandum does not
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constitute an offer of, or an invitation to purchase, any of the Notes in any jurisdiction in which such offer or sale
would be unlawful.
NOTICE TO PROSPECTIVE INVESTORS IN THE UNITED STATES
Neither the SEC nor any state or foreign (including the CNBV) securities commission has approved or
disapproved of these securities or determined if this offering memorandum is truthful or complete. Any
representation to the contrary is a criminal offense.
The Notes are subject to restrictions on transferability and resale and may not be transferred or resold except as
permitted under the Securities Act and the applicable state securities laws pursuant to registration or exemption
therefrom. As a prospective purchaser, you should be aware that you may be required to bear the financial risks of
this investment for an indefinite period of time. Please refer to the sections in this offering memorandum entitled
"Plan of Distribution" and "Book-Entry; Delivery and Form."
NOTICE TO POTENTIAL INVESTORS IN CANADA
The Notes may be sold only to purchasers in the provinces of Alberta, British Columbia, New Brunswick, Nova
Scotia, Ontario, Prince Edward Island and Quebec purchasing, or deemed to be purchasing, as principal that are
accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the
Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration
Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the Notes must be made in
accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable
securities laws.
Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for
rescission or damages if this offering memorandum (including any amendment thereto) contains a misrepresentation,
provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed
by the securities legislation of the purchaser's province or territory. The purchaser should refer to any applicable
provisions of the securities legislation of the purchaser's province or territory for particulars of these rights or
consult with a legal advisor.
Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the initial
purchasers are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts
of interest in connection with this offering.
NOTICE TO PROSPECTIVE INVESTORS IN THE EUROPEAN ECONOMIC AREA
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 (the "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
MiFID II; (ii) a customer within the meaning of Directive 2002/92/EC, as amended or superseded (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 or
superseded (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. In addition,
this offering memorandum is not a prospectus under the Prospectus Directive, and has been prepared on the basis
that any offer of the Notes in any member state of the EEA will be made pursuant to an exemption under the
Prospectus Directive from the requirement to produce a prospectus for offers of the Notes.
MIFID II PRODUCT GOVERNANCE
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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.
STABILIZATION
In connection with this offering, Citigroup Global Markets Limited (the "Stabilizing Manager") (or persons
acting on behalf of the Stabilizing Manager) may over-allot Notes or effect transactions with a view to supporting
the market price of the Notes during the stabilization period at a level higher than that which might otherwise prevail.
However, stabilization action may not necessarily occur. Any stabilization action may begin on or after the date on
which adequate public disclosure of the terms of the offer of the Notes is made and, if begun, may be ended at any
time, but it must end no later than 30 calendar days after the date on which the Issuer received the proceeds of the
issue, or no later than 60 calendar days after the date of allotment of the Notes, whichever is the earlier. Any
stabilization action or over-allotment must be conducted by the Stabilizing Manager (or persons acting on behalf of
the Stabilizing Manager) in accordance with all applicable laws and rules.
NOTICE TO PROSPECTIVE INVESTORS IN THE UNITED KINGDOM
This offering memorandum is only being distributed to, and is only directed at, (i) persons who are outside the
United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth companies and other persons to
whom it may lawfully be communicated, falling within Article 49(2)(a) to (e) of the Order (each such person being
referred to as "relevant persons"). This offering memorandum and its contents should not be distributed, published
or reproduced (in whole or in part) or disclosed by recipients to any other persons in the United Kingdom. Any
person in the United Kingdom that is not a relevant person should not act or rely on this document or any of its
contents.
ENFORCEABILITY OF CIVIL LIABILITIES
CEMEX, S.A.B. de C.V. is a publicly traded variable stock corporation (sociedad anónima bursátil de capital
variable) organized under the laws of Mexico. Substantially all members of its board of directors and the majority of
the members of its senior management reside in Mexico, and all or a significant portion of the assets of those
persons may be, and the majority of its assets are, located outside the United States. As a result, it may not be
possible for you to effect service of process within the United States upon such persons or to enforce against them or
against CEMEX, S.A.B. de C.V. in U.S. courts judgments predicated upon the civil liability provisions of the federal
securities laws of the United States. There is doubt as to the enforceability in Mexico, either in original actions or in
actions for enforcement of judgments of U.S. courts, of civil liabilities predicated on the U.S. federal securities laws.
Currently, no treaty exists between the United States and Mexico for the reciprocal enforcement of judgments
issued in the other country. Generally, Mexican courts would enforce final judgments rendered in the United States,
subject to the principles of reciprocity and comity as well as the provisions of Mexican law relating to the
enforcement of foreign judgments in Mexico, consisting of the review by Mexican courts of the United States
judgments in order to ascertain whether Mexican legal principles of due process and the non-violation of Mexican
law or public policy (orden público), among other requirements set forth in law or jurisprudence, have been duly
complied with, without reviewing the merits of the subject matter of the case.
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The information in this offering memorandum also includes statistical data regarding the production,
distribution, marketing and sale of cement, ready-mix concrete, clinker and aggregates. We generated some of this
data internally, and some were obtained from independent industry publications and reports that we believe to be
reliable sources. We have not independently verified the data obtained from external sources nor sought the consent
of any organizations to refer to their reports in this offering memorandum. We believe that we have accurately
reproduced this data, and as far as we are aware and able to ascertain from such independent industry publications
and reports, no facts have been omitted which would render the reproduced information inaccurate or misleading.
Certain information contained herein was extracted from information published by various official sources as
identified herein. This information includes several reported rates of inflation, exchange rates and information
relating to certain of the countries in which we operate. We have not participated in the preparation or compilation
of any of such information and accept no responsibility therefor except that we confirm that this information has
been accurately reproduced, and as far as we are aware and are able to ascertain from the published information, no
facts have been omitted which would render the reproduced information inaccurate or misleading.
Other than as disclosed or incorporated by reference in this offering memorandum, we are not involved, and
have not been involved in any governmental, legal or arbitration proceeding which may have or has had during the
previous 12 months, a material effect on our financial condition or profitability and, so far as we are aware, no such
governmental, legal or arbitration proceeding is pending or threatened.
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CERTAIN TECHNICAL TERMS
When used herein, the terms set forth below mean the following:
·
Aggregates are sand and gravel, which are mined from quarries. They give ready-mix concrete its
necessary volume and add to its overall strength. Under normal circumstances, one cubic meter of
fresh concrete contains two metric tons of gravel and sand.
·
Clinker is an intermediate cement product made by sintering limestone, clay, and iron oxide in a kiln
at around 1,450 degrees Celsius. One metric ton of clinker is used to make approximately 1.1 metric
tons of gray portland cement.
·
Gray portland cement, used for construction purposes, is a hydraulic binding agent with a
composition by weight of at least approximately 95% clinker and up to 5% of a minor component
(usually calcium sulfate) which, when mixed with sand, stone or other aggregates and water, produces
either concrete or mortar.
·
Petroleum coke (pet coke) is a by-product of the oil refining coking process.
·
Ready-mix concrete is a mixture of cement, aggregates, and water.
·
Tons means metric tons. One metric ton equals 1.102 short tons.
·
White cement is a specialty cement used primarily for decorative purposes.
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TABLE OF CONTENTS
Page
AVAILABLE INFORMATION ................................................................................................................................. vii
INCORPORATION OF DOCUMENTS BY REFERENCE ......................................................................................viii
SUMMARY .................................................................................................................................................................. 1
CEMEX ......................................................................................................................................................................... 1
SUMMARY OF THE OFFERING ............................................................................................................................... 7
RISK FACTORS ......................................................................................................................................................... 14
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS ....................................... 24
USE OF PROCEEDS .................................................................................................................................................. 26
CAPITALIZATION OF CEMEX ............................................................................................................................... 27
DESCRIPTION OF NOTES ....................................................................................................................................... 31
BOOK-ENTRY; DELIVERY AND FORM ............................................................................................................... 83
TRANSFER RESTRICTIONS; NOTICE TO INVESTORS ...................................................................................... 86
IMPORTANT TAX CONSIDERATIONS ................................................................................................................. 89
PLAN OF DISTRIBUTION ...................................................................................................................................... 103
INDEPENDENT AUDITORS .................................................................................................................................. 109
GENERAL INFORMATION .................................................................................................................................... 110
ANNEX A ................................................................................................................................................................. A-1
vi

AVAILABLE INFORMATION
CEMEX, S.A.B. de C.V. is a "foreign private issuer" within the meaning of the rules of the SEC. CEMEX,
S.A.B. de C.V. files periodic reports and other information with the SEC consistent with the requirements for a
foreign private issuer. This information is available to the public at the SEC's website at www.sec.gov. The
information on the SEC's website, which might be accessible through a hyperlink resulting from this URL, is not
and shall not be deemed to be incorporated into this offering memorandum.
In reviewing the agreements included as exhibits to CEMEX, S.A.B. de C.V.'s SEC filings, please remember
they are included to provide you with information regarding their terms and are not intended to provide any other
factual or disclosed information about us or the other parties to the agreements.
The agreements may contain representations and warranties by each of the parties to the applicable agreement.
These representations and warranties have been made solely for the benefit of the other parties to the applicable
agreement and:
·
should not in all instances be treated as categorical statements of fact, but rather as a way of allocating
the risk to one of the parties if those statements prove to be inaccurate;
·
have been qualified by disclosures that were made to the other party in connection with the negotiation
of the applicable agreement, which disclosures are not necessarily reflected in the agreement;
·
may apply standards of materiality in a way that is different from what may be viewed as material to
you or other investors; and
·
were made only as of the date of the applicable agreement or such other date or dates as may be
specified in the agreement and are subject to more recent developments.
Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they
were made or at any other time.
At all times when CEMEX, S.A.B. de C.V. is required to file any financial statements or reports with the SEC,
CEMEX, S.A.B. de C.V. will use its best efforts to file all required statements or reports in a timely manner in
accordance with the rules and regulations of the SEC. In addition, at any time when CEMEX, S.A.B. de C.V. is not
subject to or is not current in its reporting obligations under Section 13 or Section 15(d) of the U.S. Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or is exempt from the registration requirements of
Section 12(g) of the Exchange Act pursuant to Rule 12g3-2(b) thereunder and any Notes remain outstanding (or if
otherwise required with respect to the Issuer or the other Guarantors), CEMEX, S.A.B. de C.V. will make available,
upon request, to any holder and any prospective purchaser of Notes that are "restricted securities" under the
Securities Act, the information referred to in Rule 144A(d)(4) under the Securities Act in order to permit resale of
the Notes in compliance with Rule 144A.
In addition, for so long as the Notes are listed on the Global Exchange Market of Euronext Dublin, copies of the
following items will be available in physical form at Avenida Ricardo Margáin Zozaya # 325, Colonia Valle del
Campestre, San Pedro Garza García, Nuevo León, 66265, México:
·
these Listing Particulars;
·
a copy of the by-laws (estatutos sociales), as amended, of the Issuer;
·
the consolidated audited financial statements of CEMEX, S.A.B. de C.V. and its subsidiaries as of
December 31, 2018 and 2017, and for the years ended December 31, 2018, 2017 and 2016; and
·
a copy of the indenture governing the Notes and the Note Guarantees.
vii

INCORPORATION OF DOCUMENTS BY REFERENCE
We incorporate by reference into this offering memorandum certain information CEMEX, S.A.B. de C.V. files
with the SEC, which means that we can disclose important information to you by referring to another document filed
separately with the SEC. We incorporate by reference into this offering memorandum our 2017 Annual Report, filed
with the SEC on April 30, 2018. In addition, we incorporate by reference into this offering memorandum CEMEX,
S.A.B. de C.V.'s reports on Form 6-K, filed with the SEC on July 20, 2018 (relating to CEMEX Colombia S.A.),
November 28, 2018, November 29, 2018, November 30, 2018, December 3, 2018, December 4, 2018, December 6,
2018, December 6, 2018, December 7, 2018, December 10, 2018, December 11, 2018, December 12, 2018,
December 14, 2018, December 17, 2018, December 18, 2018, December 19, 2018, December 20, 2018, December
21, 2018, January 16, 2019, February 1, 2019, February 20, 2019, February 28, 2019, February 28, 2019 (the
February 28 6-K; but only with respect to Exhibit 99.1 thereto) and March 11, 2019.
Any statement contained in the 2017 Annual Report and any other document incorporated by reference into this
offering memorandum, shall be considered to be modified or superseded for purposes of this offering memorandum
to the extent that a statement contained in this offering memorandum or the other reports incorporated by reference
herein modifies or supersedes such statement. Any statement that is modified or superseded shall not, except as so
modified or superseded, constitute a part of this offering memorandum. Certain of the information we incorporate by
reference into this offering memorandum may contain references to our website and our social media channels.
However, the contents of our website and social media channels are not incorporated by reference into this offering
memorandum.
In addition, any future reports on Form 6-K filed by CEMEX, S.A.B. de C.V. with the SEC after the date of this
offering memorandum and until the closing of this offering, which are identified in such Forms 6-K as being
incorporated into this offering memorandum, shall be considered to be incorporated in this offering memorandum by
reference and shall be considered a part of this offering memorandum from the date of filing of such documents.
Provided, however, any such future filings will not form a part of this offering memorandum for purposes of listing
on Euronext Dublin.
You may request a copy of the 2017 Annual Report and other incorporated documents, other than exhibits, and
the Issuer's by-laws (estatutos sociales), as amended, at no cost, by writing or telephoning us at the following:
CEMEX, S.A.B. de C.V.
Investor Relations
Avenida Ricardo Margáin Zozaya # 325
Colonia Valle del Campestre
San Pedro Garza García, Nuevo León, 66265
México
Tel: +5281-8888-4292
viii