Bond Hemaïa 8.5% ( XS1075845526 ) in EUR

Hemaïa

100 % ▼

Netherlands

XS1075845526 ( in EUR )

8.5% per year ( payment 1 time a year)

15/12/2019 - Bond has expired

Prospectus brochure of the bond Hema XS1075845526 in EUR 8.5%, expired

100 000 EUR

150 000 000 EUR

HEMA is a Dutch multinational retailer offering a wide range of affordable homeware, clothing, cosmetics, and food products.

Hema's EUR 150,000,000 8.5% bond (XS1075845526), issued in the Netherlands, matured on December 15, 2019, with a minimum trading size of EUR 100,000 and was redeemed at 100% of its face value.

NOT FOR GENERAL DISTRIBUTION
IN THE UNITED STATES
28MAY201414050861
HEMA Bondco I B.V.
g250,000,000 Senior Secured Floating Rate Notes due 2019
g315,000,000 6.25% Senior Secured Fixed Rate Notes due 2019
HEMA Bondco II B.V.
g150,000,000 8.50% Senior Notes due 2019
HEMA Bondco I B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) organized and established under the laws of the Netherlands
(the ``Senior Secured Notes Issuer''), is offering e250 million aggregate principal amount of its senior secured floating rate notes due 2019 (the ``Senior Secured Floating Rate
Notes'') and e315 million aggregate principal amount of its 6.25% senior secured fixed rate notes due 2019 (the ``Senior Secured Fixed Rate Notes'' and, together with the Senior
Secured Floating Rate Notes, the ``Senior Secured Notes''). HEMA Bondco II B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid)
organized and established under the laws of the Netherlands (the ``Senior Notes Issuer'' and, together with the Senior Secured Notes Issuer, the ``Issuers''), is offering e150 million
aggregate principal amount of its 8.50% senior notes due 2019 (the ``Senior Notes'' and, together with the Senior Secured Notes, the ``Notes'').
The Senior Secured Floating Rate Notes will bear interest at a rate per annum, reset quarterly, equal to three-month EURIBOR plus 5.25%. The Senior Secured Notes Issuer will
pay interest on the Senior Secured Floating Rate Notes quarterly on each March 15, June 15, September 15 and December 15, commencing on September 15, 2014. The Senior
Secured Floating Rate Notes will mature on June 15, 2019. The Senior Secured Notes Issuer will pay interest on the Senior Secured Fixed Rate Notes semi-annually on each
June 15 and December 15, commencing on December 15, 2014. The Senior Secured Fixed Rate Notes will mature on June 15, 2019. The Senior Notes Issuer will pay interest on
the Senior Notes semi-annually on each June 15 and December 15, commencing on December 15, 2014. The Senior Notes will mature on December 15, 2019.
Prior to June 15, 2015, the Senior Secured Notes Issuer may redeem some or all the Senior Secured Floating Rate Notes, prior to June 15, 2016, the Senior Secured Notes Issuer
may redeem some or all of the Senior Secured Fixed Rate Notes and prior to December 15, 2016, the Senior Notes Issuer may redeem some or all of the Senior Notes, in each
case at a price equal to 100% of the principal amount of the relevant Notes redeemed, plus accrued and unpaid interest, if any, plus a ``make whole'' premium, as described in this
offering memorandum.
The Senior Secured Notes Issuer may redeem some or all the Senior Secured Floating Rate Notes and the Senior Secured Fixed Rate Notes on or after June 15, 2015, and
June 15, 2016 respectively, and the Senior Notes Issuer may redeem some or all of the Senior Notes on or after December 15, 2016, in each case at the redemption prices set out
in this offering memorandum, plus accrued and unpaid interest, if any.
Prior to June 15, 2015, the Senior Secured Notes Issuer may redeem up to 40% of the original aggregate principal amount of the Senior Secured Floating Rate Notes (including
Additional Senior Secured Floating Rate Notes) with the net cash proceeds from certain equity offerings at a price equal to 100.000% plus three month EURIBOR plus 5.25% of the
principal amount of the relevant Notes redeemed, plus accrued and unpaid interest, if any, provided that at least 60% of the original aggregate principal amount of the relevant
Notes (including Additional Senior Secured Floating Rate Notes) remains outstanding after the redemption.
Prior to June 15, 2016, the Senior Secured Notes Issuer may redeem up to 40% of the original aggregate principal amount of the Senior Secured Fixed Rate Notes (including
Additional Senior Secured Fixed Rate Notes) with the net cash proceeds from certain equity offerings at a price equal to 106.250% of the principal amount of the relevant Notes
redeemed, plus accrued and unpaid interest, if any, provided that at least 60% of the original aggregate principal amount of the relevant Notes (including Additional Senior
Secured Fixed Rate Notes) remains outstanding after the redemption.
Prior to December 15, 2016, the Senior Notes Issuer may redeem up to 40% of the original aggregate principal amount of the Senior Notes (including Additional Senior Notes)
with the net cash proceeds from certain equity offerings at a price equal to 108.500% of the principal amount of the relevant Notes redeemed, plus accrued and unpaid interest, if
any, provided that at least 60% of the original aggregate principal amount of the relevant Notes (including Additional Senior Notes) remains outstanding after the redemption.
Further, the Issuers may redeem all, but not part, of the Notes at a price equal to 100% of the principal amount plus accrued and unpaid interest, if any, and any additional
amounts, if any, upon the occurrence of certain changes in applicable tax law. Upon the occurrence of certain change of control events, the Issuers may be required to offer to
redeem the Notes at 101% of the principal amount redeemed, plus accrued and unpaid interest, if any.
The Senior Secured Notes will be senior secured obligations of the Senior Secured Notes Issuer and will rank pari passu in right of payment with all of the Senior Secured Notes
Issuer's unsubordinated indebtedness, senior to all of the Senior Secured Notes Issuer's indebtedness that is subordinated in right of payment to the Senior Secured Notes and
effectively senior to all the Senior Secured Notes Issuer's unsecured indebtedness to the extent of the value of the assets securing the Senior Secured Notes. The Senior Notes
will be senior obligations of the Senior Notes Issuer and will rank pari passu in right of payment with all of the Senior Notes Issuer's unsubordinated indebtedness and senior to all
of the Senior Notes Issuer's indebtedness that is subordinated in right of payment to the Senior Notes.
The Senior Secured Notes will be guaranteed on a senior basis by the Senior Secured Notes Guarantors (as defined herein) and the Senior Notes will be guaranteed on a senior
subordinated basis by the Senior Notes Guarantors (as defined herein).
The Senior Secured Notes and the guarantees thereof (the ``Senior Secured Notes Guarantees'') will be secured by a first-priority security interest over (i) all present and future
equity interests in each of the Issuers and in each of the Senior Secured Notes Guarantors, (ii) substantially all of the assets of the Senior Notes Issuer, the Company and certain of
its subsidiaries that also secure the Company's obligations under the Revolving Credit Facility Agreement (as defined herein), subject to certain agreed security principles, (iii) the
Subordinated Company Liabilities (as defined herein) and (iv) a security interest over the proceeds loans made by the Issuers to the Company on the Issue Date (the ``Senior
Secured Notes Collateral''). The Senior Notes and the guarantees thereof (the ``Senior Notes Guarantees'' and, together with the Senior Secured Notes Guarantees, the ``Notes
Guarantees'') will be secured, on a basis junior to the Senior Secured Notes, by a security interest over (i) substantially all the assets of the Senior Notes Issuer, (ii) all present and
future equity interests in each of the Issuers and the Company, (iii) the Subordinated Company Liabilities and (iv) the proceeds loans made by the Issuers to the Company on the
Issue Date (the ``Senior Notes Collateral'' and, together with the Senior Secured Notes Collateral, the ``Collateral''). For a more detailed description of the Collateral (as defined
herein), see ``Description of the Senior Secured Notes--Security'' and ``Description of the Senior Notes--Security.'' Pursuant to the terms of the Intercreditor Agreement (as
defined herein), any liabilities in respect of obligations under the Revolving Credit Facility Agreement or in respect of certain hedging obligations, in each case, that are secured by
assets that also secure our obligations under the Senior Secured Notes and the Senior Secured Notes Guarantees will receive priority with respect to any proceeds received upon
any enforcement action over any Collateral. The Senior Notes will receive any proceeds from the Collateral only after all obligations under the Senior Secured Notes have been
paid in full.
There is currently no public market for the Notes. 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. The Euro MTF of the Luxembourg Stock Exchange is not a regulated market within the meaning of the provisions of Directive 2004/39/EC on markets in
financial instruments, as amended. There is no assurance that the Notes will be listed and admitted to trade on the Euro MTF.
The Notes will be represented on issue by one or more global notes which we expect will be delivered in book-entry form through the facilities of Euroclear Bank SA/NV
(``Euroclear'') and Clearstream Banking, soci´
et´
e anonyme (``Clearstream'') on June 17, 2014 (the ``Issue Date'').
Investing in the Notes involves a high degree of risk. See ``Risk Factors'' beginning on page 29.
Senior Secured Floating Rate Notes Price: 100.0% of principal plus accrued interest, if any, from the Issue Date.
Senior Secured Fixed Rate Notes Price: 100.0% of principal plus accrued interest, if any, from the Issue Date.
Senior Notes Price: 100.0% of principal plus accrued interest, if any, from the Issue Date.
The Notes and Note 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 and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the U.S. Securities Act. Accordingly, the offering of the Notes and Note Guarantees is being made inside the United States only to ``qualified
institutional buyers'' (``QIBs'') as defined in Rule 144A under the U.S. Securities Act (``Rule 144A'') in compliance with Rule 144A and outside the United States in offshore
transactions in reliance on Regulation S under the U.S. Securities Act (``Regulation S''). Prospective purchasers that are QIBs are hereby notified that the Initial
Purchasers (as defined herein) may be relying on the exemption from the provisions of Section 5 of the U.S. Securities Act provided by Rule 144A. See ``Notice to
Investors'' for additional information about eligible offerees and transfer restrictions.
Sole Global Coordinator and Physical Bookrunner
Credit Suisse
Joint Bookrunners
ABN AMRO
BNP PARIBAS
Citigroup
J.P. Morgan
The Royal Bank of Scotland
The date of this prospectus is August 12, 2014.

CONTENTS
SUMMARY . . . . . . . . . . . . . . . . . . . . . . . .
1
DESCRIPTION OF THE SENIOR NOTES . . . . .
248
RISK FACTORS . . . . . . . . . . . . . . . . . . . . .
29
BOOK-ENTRY; DELIVERY AND FORM . . . .
333
USE OF PROCEEDS . . . . . . . . . . . . . . . . . .
64
TAX CONSIDERATIONS . . . . . . . . . . . . . . .
338
CAPITALIZATION . . . . . . . . . . . . . . . . . . .
65
LIMITATIONS ON VALIDITY AND
SELECTED HISTORICAL CONSOLIDATED
ENFORCEABILITY OF THE NOTES
FINANCIAL INFORMATION . . . . . . . . . . .
66
GUARANTEES AND SECURITY INTERESTS .
345
MANAGEMENT'S DISCUSSION AND
PLAN OF DISTRIBUTION . . . . . . . . . . . . . .
358
ANALYSIS OF FINANCIAL CONDITION
NOTICE TO INVESTORS . . . . . . . . . . . . . . .
361
AND RESULTS OF OPERATIONS . . . . . . . .
69
LEGAL MATTERS . . . . . . . . . . . . . . . . . . .
364
INDUSTRY . . . . . . . . . . . . . . . . . . . . . . . .
92
INDEPENDENT AUDITORS . . . . . . . . . . . . .
364
BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . .
100
WHERE TO FIND ADDITIONAL
MANAGEMENT . . . . . . . . . . . . . . . . . . . . .
127
INFORMATION . . . . . . . . . . . . . . . . . . . .
364
PRINCIPAL SHAREHOLDER . . . . . . . . . . . .
131
SERVICE OF PROCESS AND ENFORCEMENT
DESCRIPTION OF CERTAIN RELATED
OF CIVIL LIABILITIES . . . . . . . . . . . . . . .
365
PARTY TRANSACTIONS . . . . . . . . . . . . . .
133
LISTING AND GENERAL INFORMATION . . . .
368
DESCRIPTION OF OTHER INDEBTEDNESS . .
134
INDEX TO FINANCIAL STATEMENTS . . . . . .
F-1
DESCRIPTION OF THE SENIOR SECURED
NOTES . . . . . . . . . . . . . . . . . . . . . . . . .
159
You should rely only on the information contained in this offering memorandum. None of the Issuers, the
Guarantors or any of the Initial Purchasers has authorized anyone to provide you with information that is
different from the information contained herein. If given, any such information should not be relied upon. None
of the Issuers, the Guarantors or any of the Initial Purchasers is making an offer of the Notes in any jurisdiction
where the offering is not permitted. You should not assume that the information contained in this offering
memorandum is accurate as of any date other than the date on the front of this offering memorandum.
i

IMPORTANT INFORMATION ABOUT THE OFFERING
This offering memorandum does not constitute an offer or solicitation by anyone in any jurisdiction in
which such offer or solicitation is not authorized or to any person to whom it is unlawful to make such offer
or solicitation. No action has been, or will be, taken to permit a public offering in any jurisdiction where
action would be required for that purpose. Accordingly, the Notes may not be offered or sold, directly or
indirectly, nor may this offering memorandum be distributed, in any jurisdiction except in accordance with
the legal requirements applicable in such jurisdiction.
This offering memorandum has been prepared by us solely for use in connection with this offering. This
offering memorandum does not constitute an offer to any person or to the public generally to subscribe for
or otherwise acquire Notes. Each prospective investor, by accepting delivery of and accessing this offering
memorandum, agrees to the foregoing.
In making an investment decision, prospective investors must rely on their own examination of our
company and the terms of this offering, including the merits and risks involved. In addition, none of the
Issuers, the Guarantors, the Initial Purchasers, the Trustees, the Paying Agent, the Transfer Agent and the
Security Agent (each, as defined below) nor any of their respective representatives are making any
representation to you regarding the legality of an investment in the Notes, and you should not construe
anything in this offering memorandum as legal, business, tax or other advice. You should consult your own
advisors as to the legal, tax, business, financial and related aspects of an investment in the Notes. You must
comply with all laws applicable in any jurisdiction in which you buy, offer or sell the Notes or possess or
distribute this offering memorandum, and you must obtain all applicable consents and approvals; none of
the Issuers, the Guarantors nor the Initial Purchasers shall have any responsibility for any of the foregoing
legal requirements.
This offering memorandum is based on information provided by us and other sources that we believe to be
reliable. The Initial Purchasers, the Trustees, the Paying Agent, the Transfer Agent and the Security Agent
(each, as defined below) are not making any representation or warranty, express or implied, that this
information is accurate or complete and are not responsible for this information. To the fullest extent
permitted by law, the Initial Purchasers, the Trustees, the Paying Agent, the Transfer Agent and the
Security Agent (each, as defined below) do not accept any responsibility for the contents of this offering
memorandum or for any other statement made or purported to be made by the Issuers in connection with
the issuance and Offering. The Initial Purchasers accordingly disclaim all and any liability whether arising
in tort or contract or otherwise which they might otherwise have in respect of this offering memorandum
or any such statement. The Initial Purchasers do not undertake to review the financial condition or affairs
of the Issuers or any Guarantor during the life of the Notes or to advise any investor or potential investor
in the Notes of any information coming to the attention of any Initial Purchaser. Nothing contained in this
offering memorandum is, or shall be relied upon as, a promise or representation by any of the Initial
Purchasers as to the past or future. In this offering memorandum, we have summarized certain documents
and other information in a manner we believe to be accurate, but we refer you to the actual documents for
a more complete understanding.
We accept responsibility for the information contained in this offering memorandum. To the best of our
knowledge and belief, 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
material that is likely to affect the import of such information.
The information contained in this offering memorandum is correct as of the date hereof. Neither the
delivery of this offering memorandum at any time after the date of publication nor any subsequent
commitment to purchase the Notes shall, under any circumstances, create an implication that there has
been no change in the information set forth in this offering memorandum or in our business since the date
of this offering memorandum.
The information contained in this offering memorandum under the caption ``Exchange Rate Information''
includes extracts from information and data publicly released by official and other sources. While we
accept responsibility for accurately summarizing such information, we accept no further responsibility in
respect thereto.
By receiving this offering memorandum, you acknowledge that you have had an opportunity to request
from us for review, and that you have received, all additional information you deem necessary to verify the
accuracy and completeness of the information contained in this offering memorandum. You also
ii

acknowledge that you have not relied on the Initial Purchasers in connection with your investigation of the
accuracy of this information or your decision whether to invest in the Notes.
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 the applicable state securities laws, pursuant to
registration or exemption therefrom. As a prospective investor, 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 ``Notice to Investors.''
The Notes will be available initially only in book-entry form. We expect that the Notes sold pursuant to this
offering memorandum will be issued in the form of one or more global notes, which will be deposited with,
or on behalf of, a common depositary and registered in the name of the nominee of the common
depositary for the accounts of Euroclear and Clearstream. Beneficial interests in the global notes will be
shown on, and transfers of beneficial interests in the global notes will be effected only through, records
maintained by Euroclear and Clearstream and their direct and indirect participants, as applicable. After
the initial issuance of the global notes, Notes in certificated form will be issued in exchange for the global
notes only as set forth in each of the indentures governing the Notes (the ``Indentures''). See ``Book-Entry;
Delivery and Form.''
The information set out in relation to sections of this offering memorandum describing clearing
arrangements, including the section ``Book-Entry; Delivery and Form,'' is subject to any change in, or
reinterpretation of, the rules, regulations and procedures of Euroclear or Clearstream currently in effect.
While we accept responsibility for accurately summarizing the information concerning Euroclear and
Clearstream, we accept no further responsibility in respect of such information. Euroclear and Clearstream
are not under any obligation to perform or continue to perform under such clearing arrangements and
such arrangements may be modified or discontinued by any of them at any time. We will not, nor will any
of our agents, have responsibility for the performance of the respective obligations of Euroclear and
Clearstream or their respective participants. Investors wishing to use these clearing systems are advised to
confirm the continued applicability of these arrangements.
The Issuers reserve the right to withdraw the offering at any time. The Issuers and the Initial Purchasers
also reserve the right to reject any offer to purchase the Notes in whole or in part for any reason or no
reason and to allot to any prospective purchaser less than the full amount of the Notes sought by it. The
Initial Purchasers and certain of their respective related entities may acquire, for their own accounts, a
portion of the Notes.
We cannot guarantee that the application we will make to the Official List of the Luxembourg Stock
Exchange for the Notes to be listed and admitted to trading on the Euro MTF Market of the Luxembourg
Stock Exchange will be approved as of the settlement date for the Notes or at any time thereafter, and
settlement of the Notes is not conditional on obtaining this admission to trading.
STABILIZATION
IN CONNECTION WITH THE OFFERING OF THE NOTES, CREDIT SUISSE SECURITIES
(EUROPE) LIMITED OR ONE OF ITS AFFILIATES OR PERSONS ACTING ON ITS BEHALF
(THE ``STABILIZING MANAGER'') MAY OVER-ALLOT NOTES OR EFFECT TRANSACTIONS
WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE NOTES AT A LEVEL HIGHER
THAN THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, THERE IS NO ASSURANCE
THAT A STABILIZING MANAGER WILL UNDERTAKE STABILIZATION ACTION. ANY
STABILIZATION ACTION MAY BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE
PUBLIC DISCLOSURE OF THE TERMS OF THE OFFERING OF THE NOTES IS MADE AND, IF
BEGUN, MAY BE ENDED AT ANY TIME, BUT IT MUST END NO LATER THAN 30 DAYS
AFTER THE ISSUE DATE, OR NO LATER THAN 60 DAYS AFTER THE DATE OF THE
ALLOTMENT OF THE NOTES, WHICHEVER IS EARLIER.
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 ``Notice to Investors'' section
of this offering memorandum.
SETTLEMENT CYCLE FOR THE NOTES
We expect that the delivery of the Notes will be made against payment therefor on June 17, 2014, which
will be the fifth business day following the date of pricing of the Notes (such settlement cycle being herein
iii

referred to as ``T+5''). Under Rule 15(c)6-1 under the U.S. Exchange Act (as defined herein), trades in the
secondary market generally are required to settle in three business days, unless the parties to any such
trade expressly agree otherwise. Accordingly, purchasers who wish to trade Notes on the date of pricing or
the next two succeeding business days will be required, by virtue of the fact that the Notes initially will
settle T+5, to specify an alternative settlement cycle at the time of any such trade to prevent a failed
settlement. Purchasers of Notes who wish to trade Notes on the date of pricing or the next two succeeding
business days should consult their advisors.
NOTICE TO INVESTORS IN THE UNITED STATES
The Notes and the Notes Guarantees have not been and will not be registered under the U.S. Securities
Act or with any securities regulatory authority of any state or other jurisdiction in the United States and
may not be offered or sold in the United States, except to qualified institutional buyers within the meaning
of Rule 144A, in reliance on the exemption from the registration requirements of the U.S. Securities Act
provided by Rule 144A. The Notes may be offered and sold outside the United States in reliance on
Regulation S. Prospective investors are hereby notified that sellers of the Notes may be relying on the
exemption from the registration requirements of Section 5 of the U.S. Securities Act provided by
Rule 144A. For a description of certain restrictions on transfers of the Notes, see ``Notice to Investors.''
Neither the U.S. Securities and Exchange Commission (the ``SEC''), any U.S. state securities commission
nor any non-U.S. securities authority has approved or disapproved of these securities or determined that
this offering memorandum is accurate or complete. Any representation to the contrary is a criminal
offence.
NOTICE TO NEW HAMPSHIRE RESIDENTS ONLY
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION
FOR A LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW
HAMPSHIRE REVISED STATUTES ANNOTATED (``RSA 421-B'') WITH THE STATE
OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY
REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE
CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW HAMPSHIRE
THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT
MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION
OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS
THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS
OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY
PERSONS, 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.
NOTICE TO INVESTORS IN THE EUROPEAN ECONOMIC AREA
This offering memorandum is not a prospectus and is being distributed to a limited number of recipients
for the sole purpose of assisting such recipients in determining whether to proceed with a further
investigation of the purchase of, or subscription for, the Notes. This offering memorandum has been
prepared on the basis that all offers of the Notes will be made pursuant to an exemption under the
Prospectus Directive, as implemented in Member States of the European Economic Area (the ``EEA''),
from the requirement to produce a prospectus for offers of the Notes. Accordingly, any person making or
intending to make any offer within the EEA of the Notes, which are the subject of the placement
contemplated in this offering memorandum, should only do so in circumstances in which no obligation
arises for us or any of the Initial Purchasers to produce a prospectus for such offer. Neither the Issuers nor
the Initial Purchasers have authorized, nor do they authorize, the making of any offer of Notes through any
financial intermediary, other than offers made by the Initial Purchasers, which constitute the final
placement of the Notes contemplated in this offering memorandum.
In relation to each Member State of the EEA that has implemented the Prospectus Directive (each, a
``Relevant Member State''), each Initial Purchaser has represented and agreed that with effect from and
iv

including the date on which the Prospectus Directive is implemented in that Relevant Member State (the
``Relevant Implementation Date'') it has not made and will not make an offer of Notes that are the subject
of this offering memorandum to the public in that Relevant Member State prior to the publication of a
prospectus in relation to Notes that has been approved by the competent authority in that Relevant
Member State or, where appropriate, approved in another Relevant Member State and notified to the
competent authority in that Relevant Member State, all in accordance with the Prospectus Directive,
except that it may, with effect from and including the Relevant Implementation Date, make an offer of the
Notes in the Relevant Member State at any time:
(a) to any legal entity that is a qualified investor as defined in the Prospectus Directive;
(b) to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the
2010 PD Amending Directive, 150 natural or legal persons (other than qualified investors as
defined in the Prospectus Directive), as permitted under the Prospectus Directive; or
(c) in any other circumstances falling within Article 3(2) of the Prospectus Directive;
provided that no such offer of Notes shall result in a requirement for the publication by the Issuers or the
Initial Purchasers of a prospectus pursuant to Article 3 of the Prospectus Directive or a supplement to a
prospectus pursuant to Article 16 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 any Relevant Member State means the communication in any form and by any means of sufficient
information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to
purchase or subscribe for the Notes, as the same may be varied in that Member State by any measure
implementing the Prospectus Directive in that Member State; the expression ``Prospectus Directive''
means the Directive 2003/71/EC of November 4, 2003 (and amendments thereto, including the 2010 PD
Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant
implementing measure in the Relevant Member State, and the expression ``2010 PD Amending Directive''
means the Directive 2010/73/EU of the European Parliament and of the Council of November 24, 2010.
NOTICE TO INVESTORS IN THE UNITED KINGDOM
This issue and distribution of this offering memorandum is restricted by law. This offering memorandum is
not being distributed by, nor has it been approved for the purposes of section 21 of the Financial Services
and Markets Act 2000 by, a person authorized under the Financial Services and Markets Act 2000. This
offering memorandum is for distribution only to, and is only directed at, persons who (i) are outside the
United Kingdom or (ii) have professional experience in matters relating to investments (being investment
professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the ``Financial Promotion Order'')); (iii) are persons falling within
Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Financial
Promotion Order or (iv) are persons to whom an invitation or inducement to engage in investment activity
(within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the
issue or sale of any Notes may otherwise lawfully be communicated or caused to be communicated (all
such persons together being referred to as ``relevant persons''). Accordingly, by accepting delivery of this
offering memorandum, 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 offering memorandum should be
published, reproduced, distributed or otherwise made available in whole or in part to any other person
without our prior written consent. 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.
NOTICE TO INVESTORS IN THE NETHERLANDS
This offering memorandum is directed only at qualified investors (gekwalificeerde beleggers) as defined in
the Prospectus Directive, as amended and as implemented in the Netherlands. The Notes have not, may
not and will not be offered to the public in the Netherlands, other than exclusively to qualified investors
(gekwalificeerde beleggers). This offering memorandum must not be acted on or relied on by persons who
are not qualified investors (gekwalificeerde beleggers). Any investment or investment activity to which this
offering memorandum relates is available only to qualified investors (gekwalificeerde beleggers) and will be
v

engaged in only with qualified investors (gekwalificeerde beleggers). Recipients of this offering
memorandum are not permitted to transmit it to any other person. For the purposes of this provision, the
expression ``offer of notes to the public'' in relation to any Notes in the Netherlands means to make a
sufficiently specific offer addressed to more than one person as referred to in section 217(1) of Book 6 of
the Dutch Civil Code to conclude a contract to purchase or otherwise acquire the Notes, or to issue an
invitation to make an offer of the Notes.
NOTICE TO INVESTORS IN BELGIUM
This offering memorandum relates to a private placement of the Notes and does not constitute an offer or
solicitation to the public in Belgium to subscribe for or acquire the Notes. The offering has not been and
will not be notified to, and this offering memorandum has not been, and will not be, approved by the
Belgian Financial Services and Markets Authority (Autoriteit voor Financi¨
ele Diensten en Markten/Autorit´
e
des Services et March´
es Financiers) pursuant to the Belgian laws and regulations applicable to the public
offering of notes. Accordingly, the offering, as well as any other materials relating to the offering, may not
be advertised, the Notes may not be offered or sold, and this offering memorandum or any other
information circular, brochure or similar document may not be distributed, directly or indirectly, (i) to any
other person located and/or resident in Belgium other than in circumstances which do not constitute an
offer to the public in Belgium pursuant to the Belgian Act of June 16, 2006 on the public offering of
investment instruments and the admission of investment instruments to trading on a regulated market or
(ii) to any persons qualifying as a consumer within the meaning of the Belgian Act of April 6, 2010 on
market practices and consumer protection (effective May 31, 2014, the Belgian Act of April 6, 2010 will
become Book VI of the new Belgian Economic Law Code). This offering memorandum has been issued to
the intended recipient for personal use only and exclusively for the purpose of the offer. Therefore it may
not be used for any other purpose, nor passed on to any other person in Belgium.
NOTICE TO INVESTORS IN LUXEMBOURG
This offering memorandum has not been approved by and will not be submitted for approval to the
Luxembourg Financial Services Authority (Commission de Surveillance du Secteur Financier, CSSF) or a
competent authority of another EU Member State for notification to the CSSF, where applicable, for the
purposes of public offering or sale of the Notes in the Grand Duchy of Luxembourg (``Luxembourg'').
Accordingly, the Notes may not be offered or sold to the public in Luxembourg directly or indirectly, and
neither this offering memorandum nor any other offering circular, prospectus, form of application,
advertisement or other material may be distributed, or otherwise made available in or from, or published
in, Luxembourg except in circumstances which do not constitute an offer of securities to the public
requiring the publication of a prospectus in accordance with the Luxembourg Act of July 10, 2005 on
prospectuses for securities, as amended, (the ``Prospectus Act'') and implementing the Prospectus
Directive. Consequently, this offering memorandum and any other offering circular, prospectus, form of
application, advertisement or other material may only be distributed to (i) Luxembourg qualified investors
as defined in the Prospectus Act, (ii) no more than 149 prospective investors, which are not qualified
investors and/or (iii) in any other circumstance contemplated by the Prospectus Act.
NOTICE TO INVESTORS IN FRANCE
This offering memorandum has not been prepared in the context of a public offering of financial securities
in France within the meaning of Article L.411-1 of the French Code mon´
etaire et financier and Title I of
Book II of the R`
eglement G´
en´
eral of the Autorit´
e des march´
es financiers (the French financial markets
authority, or ``AMF''). Consequently, the Notes may not be, directly or indirectly, offered or sold to the
public in France (``offre au public de titres financiers''), and neither this offering memorandum nor any
offering or marketing materials relating to the Notes must be made available or distributed in any way that
would constitute, directly or indirectly, an offer to the public in France.
The Notes may only be offered or sold in France to qualified investors (``investisseurs qualifi´
es'') and/or to
providers of investment services relating to portfolio management for the account of third parties
(``personnes fournissant le service d'investissement de gestion de portefeuille pour le compte de tiers''), all as
defined in and in accordance with Articles L.411-1, L.411-2, D.411-1, D.744-1, D.754-1 and D.764-1 of the
French Code mon´
etaire et financier.
Prospective investors in France are informed that:
(a) this offering memorandum has not been and will not be submitted for clearance to the AMF;
vi

(b) in compliance with Articles L.411-2, D.411-1, D.744-1, D.754-1 and D.764-1 of the French Code
mon´
etaire et financier, any investors subscribing for the Notes should be acting for their own account;
and
(c) the direct and indirect distribution or sale to the public of the Notes acquired by them may only be
made in compliance with Articles L.411-1, L.411-2, L.412-1 and L.621-8 through L.621-8-3 of the
French Code mon´
etaire et financier.
NOTICE TO INVESTORS IN GERMANY
The offering of the Notes is not a public offering in the Federal Republic of Germany. The Notes may only
be offered, sold and acquired in accordance with the provisions of the Securities Prospectus Act of the
Federal Republic of Germany (the ``Securities Prospectus Act,'' Wertpapierprospektgesetz, WpPG), as
amended, and any other applicable German law. No application has been made under German law to
publicly market the Notes in or out of the Federal Republic of Germany. The Notes are not registered or
authorized for distribution under the Securities Prospectus Act and accordingly may not be, and are not
being, offered or advertised publicly or by public promotion. Therefore, this offering memorandum is
strictly for private use and the offer is only being made to recipients to whom the document is personally
addressed and does not constitute an offer or advertisement to the public. The Notes will only be available
to, and this offering memorandum and any other offering material in relation to the Notes is directed only
at, persons who are qualified investors (qualifizierte Anleger) within the meaning of Section 2, No. 6 of the
Securities Prospectus Act or who are subject of another exemption in accordance with Section 3
paragraph 2 of the Securities Prospectus Act. Any resale of the Notes in Germany may be made only in
accordance with the Securities Prospectus Act and other applicable laws.
FORWARD-LOOKING STATEMENTS
This offering memorandum contains ``forward-looking statements'' within the meaning of the securities
laws of certain jurisdictions, including statements under the captions ``Summary,'' ``Risk Factors,''
``Management's Discussion and Analysis of Financial Condition and Results of Operations,'' ``Industry,''
``Business'' and in other sections. In some cases, these forward-looking statements can be identified by the
use of forward-looking terminology, including the words ``believes,'' ``could,'' ``estimates,'' ``anticipates,''
``expects,'' ``intends,'' ``may,'' ``will,'' ``plans,'' ``continue,'' ``ongoing,'' ``potential,'' ``predict,'' ``project,''
``target,'' ``seek,'' ``should'' or ``would'' or, in each case, their negative or other variations or comparable
terminology or by discussions of strategies, plans, objectives, targets, goals, future events or intentions.
These forward-looking statements include all matters that are not historical facts. They appear in a number
of places throughout this offering memorandum and include statements regarding our intentions, beliefs or
current expectations concerning, among other things, our results of operations, financial condition,
liquidity, prospects, growth, strategies and dividend policy and the industry in which we operate.
By their nature, forward-looking statements involve known and unknown risks and uncertainties because
they relate to events and depend on circumstances that may or may not occur in the future. Forward-
looking statements are not guarantees of future performance. You should not place undue reliance on
these forward-looking statements.
Many factors may cause our results of operations, financial condition, liquidity and the development of the
industry in which we compete to differ materially from those expressed or implied by the forward-looking
statements contained in this offering memorandum.
These factors include, among others:
·
general economic conditions worldwide and particularly in the Benelux;
·
the execution of our business and store expansion strategies;
·
our ability to compete effectively;
·
our ability to grow our e-commerce platform;
·
our ability to predict or fulfill consumer preferences or demand accurately;
·
potential challenges related to the launch of new products and expanding into new product units;
·
potential damages to our brand or reputation;
vii

·
our ability to address future developments with respect to the safety and quality of our products or
health concerns;
·
our ability to provide superior customer experience;
·
our ability to adequately establish and protect our intellectual property rights and the confidentiality
of our proprietary information and know-how;
·
potential infringements of third-parties' intellectual property and other potential litigation;
·
the effectiveness of our advertising and marketing programs;
·
our dependence on suppliers located outside the European Union for a significant portion of our
products, on a few manufacturers for certain products and services, on the availability of raw materials
and on the ability of our suppliers to meet our requirements;
·
our ability to locate and develop relationships with a sufficient number of new suppliers;
·
the availability of adequate remedies against our suppliers for defective merchandise and for
unsatisfactory services;
·
the impact of weak sales during peak selling seasons, severe or unseasonal weather conditions and
catastrophic events;
·
the impact of our franchise ownership structure;
·
potential risks to our facilities;
·
the increase of transportation costs and disruption of transportation services;
·
our ability to obtain and renew the licenses for the properties in which we operate our stores, and our
ability to renew or replace our store leases at favorable terms;
·
our ability to maintain our currently favorable working capital position;
·
our ability to maintain certain licenses for the performance of our business;
·
the impact of increases in the rate of taxes (especially the value added tax) or other applicable tariffs;
·
the impact of the numerous statutes and regulations that we are subject to and complaints from
customers and other third parties;
·
the impact of changes in credit and debit card provider requirements or applicable regulations;
·
the impact of shop crime and fraud in our stores;
·
the impact of the use of social media;
·
our dependence on our information technology systems;
·
our ability to protect confidential information of our customers and network against security breaches;
·
the impact of labor relations problems;
·
our ability to recruit or retain key management and personnel;
·
potential liabilities that may not be covered by insurance;
·
currency fluctuations;
·
the impact of any increase of our pension fund contributions;
·
the impact of changes in accounting standards or interpretations issued by standard-setting bodies for
IFRS;
·
our substantial leverage and ability to generate sufficient cash to service our debt and to refinance
these borrowings upon maturity;
·
risks associated with our structure, the Notes, the Notes Guarantees, the Collateral and our other
borrowings; and
·
other factors discussed under ``Risk Factors'' and elsewhere in this offering memorandum.
viii

These risks and others described under ``Risk Factors'' are not exhaustive. Other sections of this offering
memorandum describe additional factors that could adversely affect our results of operations, financial
condition, liquidity and the development of the industry in which we operate. New risks can emerge from
time to time, and it is not possible for us to predict all such risks, nor can we assess the impact of all such
risks on our business or the extent to which any risks, or combination of risks and other factors, may cause
actual results to differ materially from those contained in any forward-looking statements. Given these
risks and uncertainties, you should not rely on forward-looking statements as a prediction of actual results.
Any forward-looking statements are only made as of the date of this offering memorandum, and we do not
intend, and do not assume any obligation, to update forward-looking statements set forth in this offering
memorandum. You should interpret all subsequent written or oral forward-looking statements attributable
to us or to persons acting on our behalf as being qualified by the cautionary statements in this offering
memorandum. As a result, you should not place undue reliance on these forward-looking statements.
INDUSTRY AND MARKET DATA
The market and competitive position data in the sections ``Summary,'' ``Risk Factors,'' ``Management's
Discussion and Analysis of Financial Condition and Results of Operations,'' ``Industry'' and ``Business'' of this
offering memorandum are estimates by management based on industry publications, surveys or studies
conducted by management or by third party industry consultants and market research firms, or publicly
available information from sources that are generally believed to be reliable. We sourced a substantial
portion of the market data presented in this offering memorandum from a report produced by a third party
consultant in May 2014, which details the results of a market survey and analysis that we commissioned.
The accuracy and completeness of such information is not guaranteed and has not been independently
verified. Additionally, industry publications, surveys or studies generally state that the information
contained therein has been obtained from sources believed to be reliable, but the accuracy or completeness
of such information is not guaranteed and in some instances the sources do not assume liability for such
information. We cannot assure you of the accuracy and completeness of such information, and we have not
independently verified such market data. We do, however, accept responsibility for the correct
reproduction of this information.
Some of the information herein has also been extrapolated from market data, reports, surveys and studies
using our experience and internal estimates. Elsewhere in this offering memorandum, statements
regarding the industry in which we operate and our position in this industry are based solely on our
experience, internal studies, estimates and surveys, and our own investigation of market conditions. We
believe that the sources of such information in this offering memorandum are reliable, but there can be no
assurance that any of these assumptions is accurate or correctly reflects our position in our industry, and
none of our internal surveys or information has been verified by any independent sources.
In addition, market data and statistics, including brand satisfaction, consumer trends, market shares, brand
awareness and NPS scores, are generally based on market research, interviews and surveys conducted by us
and third party industry consultants that were generally conducted during 2011 through 2014. Such market
research is largely based on sampling and subjective judgments by both the researchers and the
respondents, and there is no assurance that the responses received are reflective of actual market
conditions or sentiment. Further, please be aware that the data and statistical information in this offering
memorandum may differ from information provided by our competitors or from information found in
current or future studies conducted by market research institutes, consultancy firms or independent
sources.
While we are not aware of any misstatements regarding the industry or similar data presented herein, such
data involve risks and uncertainties and are subject to change based on various factors, including those
discussed under the heading ``Risk Factors'' in this offering memorandum. As a result, neither we nor the
Initial Purchasers make any representation as to the accuracy or completeness of any such information in
this offering memorandum.
TRADEMARKS AND TRADE NAMES
We own or have rights to certain trademarks, trade names or service marks that we use in conjunction with
the operation of our businesses. Each trademark, trade name or service mark of any other company
appearing in this offering memorandum belongs to its holder. Some of the trademarks we own or have the
right to use include ``HEMA''. Solely for convenience, the trademarks, trade names and copyrights referred
to in this offering memorandum are listed without the , and TM symbols, but we will assert, to the
fullest extent under applicable law, our rights to these trademarks, trade names and service marks.
ix