Bond Telenet Group 4.875% ( XS1266726592 ) in EUR

Telenet Group

100 % ▼

Belgium

XS1266726592 ( in EUR )

4.875% per year ( payment 2 times a year)

14/07/2027

Prospectus brochure of the bond Telenet Group Holding XS1266726592 en EUR 4.875%, maturity 14/07/2027

100 000 EUR

530 000 000 EUR

15/07/2026 ( In 104 days )

Telenet Group Holding is a Belgian telecommunications company providing cable television, internet, and telephony services primarily in Flanders and Brussels, also offering mobile services through partnerships.

Telenet Group Holding (XS1266726592) issued a ?530,000,000 4.875% bond maturing on July 14, 2027, currently trading at 100% of its face value with a minimum lot size of ?100,000 and semi-annual coupon payments.

it
LISTING PARTICULARS

530,000,000 4 7/8% Senior Secured Notes due 2027
issued by, but with limited recourse to,

Telenet Finance VI Luxembourg S.C.A.
Telenet Finance VI Luxembourg S.C.A. is a corporate partnership limited by shares, société en commandite par
actions, incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office at 2, rue Peternelchen,
L-2370 Howald, Luxembourg and registered with the Luxembourg Trade and Companies Register under number B171030
(the "Issuer"). All of the ordinary shares of the Issuer are owned directly by Stichting Telenet Finance VI Luxembourg, a
foundation (stichting) established under the laws of The Netherlands (the "Foundation"), and all of the general partnership
shares of the Issuer are owned by Telenet Finance VI S.à r.l. (the "GP"). The Issuer offered 530 million aggregate principal
amount of its 4 7/8% senior secured notes due 2027 (the "Notes"). The Notes mature on July 15, 2027. The Issuer pays
interest on the Notes semi-annually in cash in arrears on each January 15 and July 15, commencing on January 15, 2016.
The proceeds from the offering of the Notes are used by the Issuer to fund a loan in a principal amount equal to 530
million (the "Finco Loan") borrowed under an additional facility (the "Facility AB") under the Senior Credit Facility (as
defined in these "Listing Particulars"), borrowed by Telenet International Finance S.à r.l., a private limited liability
company (société à responsabilité limitée), incorporated under the laws of the Grand Duchy of Luxembourg, having its
registered office at 2, Rue Peternelchen, L-2370 Howald, Luxembourg and registered with the Luxembourg Trade and
Companies Register under number B155066 ("Telenet International Finance"). Telenet International Finance is an entity
wholly owned by Telenet NV. Telenet NV is 99.99% owned by Telenet Service Center BVBA ("Telenet Service Center").
Telenet Service Center is 99.99% owned by Telenet Group Holding NV ("Telenet Group Holding"). The obligations of
Telenet International Finance under the Finco Loan are guaranteed by Telenet NV. The Issuer is dependent upon payments
on the Finco Loan and Related Agreements (as defined herein) to make payments under the Notes. The Issuer will apply all
payments it receives under the Finco Loan and such Related Agreements, including in respect of principal, premiums, interest
and any additional amounts following certain tax events, to make corresponding payments under the Notes.
The accession agreement related to the Finco Loan provides for the payment of certain premiums in connection with
certain voluntary and mandatory prepayments of the Finco Loan that enables the Issuer to pay the premiums payable in
respect of corresponding redemptions of the Notes, as described in "Description of the Notes--Optional Redemption". Some
or all of the Notes may be redeemed at any time prior to July 15, 2021, at a price equal to 100% of the principal amount of
the Notes redeemed plus accrued and unpaid interest to (but excluding) the redemption date and the "make whole" premium,
as described in these Listing Particulars . The Notes may be redeemed at any time on or after July 15, 2021 at the redemption
prices set forth in these Listing Particulars. In addition, at any time prior to July 15, 2018, the Issuer may redeem up to 40%
of the Notes (including Additional Notes, if any) with the net proceeds of one or more specified equity offerings at the
redemption prices set forth in these Listing Particulars. Prior to July 15, 2021, during each 12-month period commencing on
the Issue Date (as defined herein), the Issuer may redeem up to 10% of the principal amount of the Notes (including
Additional Notes, if any) at a redemption price equal to 103% of the principal amount thereof plus accrued and unpaid
interest to (but excluding) the redemption date.
Following a change of control as defined in the Senior Credit Facility, Telenet International Finance will be
required, at the election of the Majority Lenders under, and as defined in, the Senior Credit Facility, to prepay the Finco Loan
plus a payment in an amount equal to 1% of the principal amount of the Finco Loan. Following any such repayment, the
Issuer will redeem all of the Notes issued under the indenture governing the Notes (the "Indenture") at a redemption price
equal to 101% of the principal amount thereof plus accrued and unpaid interest to the date of redemption. See "Description of
the Notes--Redemption and Repurchase--Redemption upon a Change of Control". In the event of certain asset sales, Telenet
International Finance may elect, at its option, to (i) offer to prepay a principal amount of the Finco Loan equal to the
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aggregate principal amount of the Notes tendered in a related asset sale offer to be made by the Issuer (not to exceed the
available proceeds from the related asset sale) or (ii) subject to the payment of certain premiums, prepay the Finco Loan in an
aggregate amount equal to the available proceeds from the related asset sale, and, in the case of clauses (i) and (ii), the Issuer
will redeem a corresponding amount of the Notes. See "Description of the Notes--Redemption and Repurchase--Disposal
Proceeds". Further, the Notes may be redeemed at a price equal to their principal amount plus accrued and unpaid interest
upon the occurrence of certain changes in tax law. See "Description of the Notes--Redemption and Repurchase--Redemption
for Changes in Withholding Taxes". Further, in connection with a Telenet Group Transfer (as defined in these Listing
Particulars), subject to the receipt of certain consents of the noteholders, certain Notes may be redeemed, or an offer to
redeem certain Notes may be made, at a price equal to 101% of the principal amount of the Notes redeemed plus accrued and
unpaid interest to the redemption date.
The Notes are limited recourse obligations of the Issuer. In each case where amounts of principal, interest and other
amounts (if any) are stated to be payable in respect of the Notes, the obligation of the Issuer to make any such payment shall
constitute the obligation only to account to holders of the Notes for an amount equivalent to sums of principal, interest and
other amounts (if any) actually received by or for the account of the Issuer pursuant to the Finco Loan and the Related
Agreements between the Issuer and Telenet International Finance and/or Telenet NV, as the case may be. Neither Telenet
Group Holding nor any of its subsidiaries guarantee or provide any credit support to the Issuer with respect to its obligations
under the Notes. Other than under the limited circumstances described herein, holders of the Notes do not have a direct claim
on the cash flow or assets of Telenet Group Holding or any of its subsidiaries, and neither Telenet Group Holding nor any of
its subsidiaries has any obligation, contingent or otherwise, to pay amounts due under the Notes, or to make funds available
to the Issuer for those payments, other than the obligations of Telenet International Finance to make payments to the Issuer
pursuant to the Finco Loan and the Related Agreements.
The Notes are senior obligations of the Issuer. The Notes are secured by, among other things, a first-ranking security
interest in all of the limited shares (actions de commanditaire) and the bank account of the Issuer, a first-ranking security
interest in all of the shares (parts sociales) of the GP and a first-ranking security interest over the Issuer's rights to and
benefits in the Finco Loan (including all rights of the Issuer as a lender under the Senior Credit Facility (including the
guarantees and security granted in respect thereof)). In addition, other than in certain limited circumstances specified herein,
holders of the Notes will not have any recourse to the Issuer other than in respect of amounts received by the Issuer under the
Senior Credit Facility and the Related Agreements. For a description of the terms of the Notes, see "Description of the
Notes".
Upon no less than 8 business days notice from Telenet International Finance to the Issuer, Telenet International
Finance may direct the implementation of the Belgian SPV Issuer Accession (as defined herein) and, in connection therewith,
a special purpose financing company incorporated under the laws of Belgium for the purpose of assuming the Issuer's rights
and obligations under the Notes, the Indenture, the Finco Loan, the Related Agreements and the other Finance Documents (as
defined in the Senior Credit Facility) (the "Belgian SPV Issuer") will assume the Issuer's obligations under the Notes, the
Indenture, and the Related Agreements and the Issuer will assign, novate or transfer its rights and interests in the Finco Loan
to the Belgian SPV Issuer. Upon consummation of the Belgian SPV Issuer Accession, the Belgian SPV Issuer will succeed
to, and be substituted for, and may exercise every right and power of, Telenet Finance VI Luxembourg S.C.A. under the
Notes, the Indenture, the Finco Loan, the Related Agreements and the other Finance Documents (as defined in the Senior
Credit Facility) and upon such substitution, Telenet Finance VI Luxembourg S.C.A. will be released from its obligations
under the Notes, the Indenture, the Finco Loan, the Related Agreements and the other Finance Documents (as defined in the
Senior Credit Facility). In addition, following completion of the Belgian SPV Issuer Accession, Telenet International Finance
may elect to implement the Finco Loan Borrower Exchange (as defined herein), whereby the Finco Loan will pursuant to
certain transactions be exchanged, refinanced or otherwise replaced by a new additional facility under the Senior Credit
Facility borrowed by Telenet NV or another borrower under the Senior Credit Facility that is incorporated under the laws of
Belgium (the "Belgian Borrower"). See "Description of the Notes--Post-Closing Belgian SPV Issuer Accession and Finco
Loan Borrower Exchange".
See "Risk Factors" beginning on page 34 for a discussion of certain risks that you should consider in
connection with an investment in any of the Notes.
The Notes 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 securities laws of any other jurisdiction. The Issuer offered the Notes only to (i) qualified
institutional buyers in accordance with Rule 144A under the U.S. Securities Act and (ii) to non-U.S. persons outside
the United States in accordance with Regulation S under the U.S. Securities Act. For a description of certain
restrictions on the transfer of the Notes see "Plan of Distribution" and "Transfer Restrictions".
51998745_6

Application has been made to the Luxembourg Stock Exchange (the "LxSE") in its capacity as competent body
under the Luxembourg Act dated 10 July 2005 on prospectuses for securities, as amended (the "Prospectus Act 2005"), to
approve these Listing Particulars as a prospectus for the purposes of article 61 of the Prospectus Act 2005. Application has
also been to the LxSE for the Notes to be admitted to the official list of the LxSE (the "Official List") and to be admitted to
trading on the LxSE's Euro MTF market (the "Euro MTF Market"). The Euro MTF Market is not a regulated market within
the meaning of Directive 2004/39/EC on markets in financial instruments. These Listing Particulars constitute a prospectus
for the purposes of Part IV of the Luxembourg law dated July 10, 2005 on prospectuses for securities as amended. These
Listing Particulars shall only be used for the purposes for which it has been published.
The Notes are in registered form in denominations of 100,000 and integral multiples of 1,000 in excess thereof.
The Notes are represented on issue by one or more global notes, which were delivered through Euroclear Bank S.A./N.V.
("Euroclear") and Clearstream Banking, société anonyme ("Clearstream"), as applicable, on July 24, 2015 (the "Issue
Date"). Interests in the global notes are exchangeable for the relevant definitive notes only in certain limited circumstances.
See "Book-Entry, Delivery and Form".
Issue Price for the Notes: 98.885% plus accrued interest from the issue date.

Joint lead and book-running managers

Goldman Sachs International
J.P. Morgan
RBC Capital Markets
Société Générale
The date of these Listing Particulars is August 11, 2015
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You should rely only on the information contained in these Listing Particulars. Neither the Issuer or Telenet
Group Holding nor any of the Initial Purchasers (as defined herein) has authorized anyone to provide you with
different information. Neither the Issuer or Telenet Group Holding nor any of the Initial Purchasers is making an
offer of the Notes in any jurisdiction where this offer is not permitted. You should not assume that the information
contained in these Listing Particulars is accurate at any date other than the date on the front of these Listing
Particulars.
TABLE OF CONTENTS

GENERAL DESCRIPTION OF TELENET'S BUSINESS, THE ISSUER AND THE OFFERING ......................................... 1
SUMMARY CORPORATE AND FINANCING STRUCTURE ............................................................................................. 11
THE OFFERING ....................................................................................................................................................................... 13
SUMMARY UNAUDITED CONDENSED PRO FORMA COMBINED FINANCIAL STATEMENT DATA OF TELENET
................................................................................................................................................................................................... 28
SUMMARY CONDENSED CONSOLIDATED HISTORICAL FINANCIAL AND OTHER DATA OF TELENET ........... 30
SUMMARY CONDENSED CONSOLIDATED HISTORICAL FINANCIAL DATA OF BASE COMPANY ..................... 34
RISK FACTORS ....................................................................................................................................................................... 36
USE OF PROCEEDS ................................................................................................................................................................ 73
CAPITALIZATION OF TELENET AND THE ISSUER ......................................................................................................... 74
TELENET GROUP HOLDING NV UNAUDITED CONDENSED PRO FORMA COMBINED FINANCIAL
STATEMENTS ......................................................................................................................................................................... 76
DESCRIPTION OF THE ISSUER ............................................................................................................................................ 83
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OF TELENET ............................................................................................................................................................................ 85
INDUSTRY AND MARKET OVERVIEW ............................................................................................................................ 110
DESCRIPTION OF TELENET'S BUSINESS........................................................................................................................ 114
DESCRIPTION OF BASE COMPANY ................................................................................................................................. 150
MANAGEMENT AND GOVERNANCE OF TELENET ...................................................................................................... 153
PRINCIPAL SHAREHOLDERS OF TELENET .................................................................................................................... 161
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS OF TELENET .............................................. 162
DESCRIPTION OF TELENET INTERNATIONAL FINANCE ........................................................................................... 163
DESCRIPTION OF TELENET NV ........................................................................................................................................ 167
DESCRIPTION OF THE SENIOR CREDIT FACILITY AND THE RELATED AGREEMENTS ...................................... 170
DESCRIPTION OF OTHER INDEBTEDNESS OF TELENET ............................................................................................ 195
DESCRIPTION OF THE NOTES ........................................................................................................................................... 198
BOOK-ENTRY, DELIVERY AND FORM ............................................................................................................................ 242
TRANSFER RESTRICTIONS ................................................................................................................................................ 246
TAX CONSIDERATIONS ...................................................................................................................................................... 251
CERTAIN EMPLOYEE BENEFIT PLAN CONSIDERATIONS .......................................................................................... 264
PLAN OF DISTRIBUTION .................................................................................................................................................... 267
LEGAL MATTERS ................................................................................................................................................................. 270
ENFORCEMENT OF JUDGMENTS ..................................................................................................................................... 271
INDEPENDENT AUDITORS ................................................................................................................................................ 273
LISTING AND GENERAL INFORMATION ........................................................................................................................ 274
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GLOSSARY ................................................................................................................................................................................ 1
INDEX OF FINANCIAL INFORMATION................................................................................................................................ 1
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NEITHER THE ISSUER NOR TELENET GROUP HOLDING, OR ANY OF ITS SUBSIDIARIES, HAS
AUTHORIZED ANY DEALER, SALES PERSON OR OTHER PERSON TO GIVE ANY INFORMATION OR
REPRESENT ANYTHING TO YOU OTHER THAN THE INFORMATION CONTAINED IN THESE LISTING
PARTICULARS. YOU MUST NOT RELY ON UNAUTHORIZED INFORMATION OR REPRESENTATIONS.
These Listing Particulars do not offer to sell or ask for offers to buy any of the securities in any jurisdiction
where it is unlawful, where the person making the offer is not qualified to do so, or to any person who cannot legally
be offered the securities.
The information in these Listing Particulars is current only as of the date on the cover page, and may change
after that date. For any time after the cover date of these Listing Particulars, Telenet Group Holding and its
subsidiaries do not represent that their affairs are the same as described or that the information in these Listing
Particulars is correct, nor does the Issuer imply those things by delivering these Listing Particulars or selling
securities to you. Telenet Group Holding and its subsidiaries will not guarantee or provide any credit support to the
Issuer with respect to its obligations under the Notes.
The Issuer and the Initial Purchasers offered to sell the Notes only in places where offers and sales are
permitted.
IN CONNECTION WITH THIS OFFERING OF NOTES, GOLDMAN SACHS INTERNATIONAL 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 GOLDMAN SACHS INTERNATIONAL WILL UNDERTAKE
ANY SUCH STABILIZATION ACTION. SUCH STABILIZATION ACTION, IF COMMENCED, MAY BEGIN ON
OR AFTER THE DATE OF ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE OFFER OF THE
NOTES AND MAY BE ENDED AT ANY TIME, BUT IT MUST END NO LATER THAN THE EARLIER OF
30 CALENDAR DAYS AFTER THE DATE ON WHICH THE ISSUER RECEIVED THE PROCEEDS OF THE
ISSUE AND 60 CALENDAR DAYS AFTER THE DATE OF ALLOTMENT OF THE NOTES.
The Issuer offered the Notes in reliance on exemptions from the registration requirements of the U.S. Securities Act.
These exemptions apply to offers and sales of securities that do not involve a public offering. The Notes have not been and
will not be registered with, recommended by or approved by the U.S. Securities and Exchange Commission (the "SEC") or
any other securities commission or regulatory authority, nor has the SEC or any such securities commission or authority
passed upon the accuracy or adequacy of these Listing Particulars. Any representation to the contrary is a criminal offense in
the United States.
These Listing Particulars are being provided for informational use solely in connection with consideration of a
purchase of the Notes (i) to U.S. investors that the Issuer reasonably believes to be qualified institutional buyers as defined in
Rule 144A under the U.S. Securities Act, and (ii) to certain persons in offshore transactions complying with Rule 903 or Rule
904 of Regulation S under the U.S. Securities Act. Its use for any other purpose is not authorized. These Listing Particulars
may not be copied or reproduced in whole or in part nor may it be distributed or any of its contents be disclosed to anyone
other than the qualified institutional buyers described in (a)(i) above or to persons considering a purchase of the Notes in
offshore transactions described in (a)(ii) above.
These Listing Particulars are for distribution only to persons who (i) are investment professionals, as such term is
defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the
"Financial Promotion Order"), (ii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies,
unincorporated associations, etc.") of the Financial Promotion Order, (iii) are outside the United Kingdom, 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 ("FSM Act")) 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").
These Listing Particulars are directed only at relevant persons and must not be acted on or relied on by persons who are not
relevant persons. Any investment or investment activity to which these Listing Particulars relate is available only to relevant
persons and will be engaged in only with relevant persons.
These Listing Particulars have been prepared on the basis that all offers of the Notes were made pursuant to an
exemption under Article 3 of Directive 2003/71/EC as amended by Directive 2010/73/EU (and as amended from time to
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51998745_6

time, the "Prospective 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 should only do so in circumstances in which no obligation arises for the Issuer or any of the
Initial Purchasers to produce a prospectus for such offer. None of the Issuer, Telenet NV or the Initial Purchasers has
authorized, nor does any of them authorize, the making of any offer of the Notes through any financial intermediary, other
than offers made by the Initial Purchasers, which constitute the final placement of the Notes contemplated in these Listing
Particulars.
The Notes are subject to restrictions on transferability and resale and may not be transferred or resold except as
permitted under the U.S. Securities Act and all other applicable securities laws. See "Transfer Restrictions" and "Book-Entry,
Delivery and Form". You should be aware that you may be required to bear the financial risks of this investment for an
indefinite period of time.
The Issuer, Telenet NV and Telenet International Finance have prepared these Listing Particulars solely for use in
connection with this offering and for applying to the Luxembourg Stock Exchange for the Notes to be admitted to listing on
the Official List of the Luxembourg Stock Exchange and to trading on the Euro MTF Market.
You are not to construe the contents of these Listing Particulars as investment, legal or tax advice. You should
consult your own counsel, accountant and other advisers as to legal, tax, business, financial and related aspects of a purchase
of the Notes. You are responsible for making your own examination of Telenet Group Holding and its subsidiaries and your
own assessment of the merits and risks of investing in the Notes. None of the Issuer, Telenet NV, Telenet International
Finance or the Initial Purchasers is making any representation to you regarding the legality of an investment in the Notes by
you.
The information contained in these Listing Particulars has been furnished by the Issuer, Telenet NV and Telenet
International Finance and other sources the Issuer, Telenet NV and Telenet International Finance believe to be reliable. No
representation or warranty, express or implied, is made by the Initial Purchasers as to the accuracy or completeness of any of
the information set out in these Listing Particulars, and nothing contained in these Listing Particulars is or shall be relied
upon as a promise or representation by the Initial Purchasers, whether as to the past or the future. These Listing Particulars
contain summaries, believed by the Issuer, Telenet NV and Telenet International Finance to be accurate, of some of the terms
of specified documents, but reference is made to the actual documents, copies of which will be made available by the Issuer
and Telenet NV upon request, for the complete information contained in those documents. Copies of such documents and
other information relating to the issuance of the Notes is also available for inspection at the specified offices of the Principal
Paying Agent (as defined in these Listing Particulars) for so long as the Notes are Global Notes. All summaries of the
documents contained herein are qualified in their entirety by this reference.
Each of the Issuer (except as noted in the following paragraph), Telenet NV and Telenet International Finance
accept responsibility for the information contained in these Listing Particulars pertaining to itself, the Senior Credit Facility
and the Note Collateral. Telenet NV accepts responsibility for any information pertaining to Telenet Group Holding,
including the consolidated financial statements of Telenet Group Holding, and any information pertaining to its holding
companies, subsidiaries or affiliates contained in these Listing Particulars. Telenet NV has made all reasonable inquiries and
confirmed to the best of its knowledge, information and belief that the information contained in these Listing Particulars with
regard to Telenet Group Holding, each of its subsidiaries and affiliates, and the Notes is true and accurate in all material
respects, that the opinions and intentions expressed in these Listing Particulars are honestly held, and that it is not aware of
any other acts the omission of which would make these Listing Particulars or any statement contained herein misleading in
any material respect.
The Issuer accepts responsibility for the information contained in these Listing Particulars (except in relation to the
information in respect of Telenet Group Holding, each of its subsidiaries and affiliates, for which Telenet NV takes sole
responsibility). To the best of the knowledge and belief of each of the Issuer, Telenet NV and Telenet International Finance,
the information contained in these Listing Particulars for which it takes responsibility is in accordance with the facts and does
not omit anything likely to affect the import of such information.
No person is authorized in connection with any offering made pursuant to these Listing Particulars to give any
information or to make any representation not contained in these Listing Particulars, and, if given or made, any other
information or representation must not be relied upon as having been authorized by the Issuer, Telenet NV, Telenet
International Finance or the Initial Purchasers.
ii
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The Issuer reserves the right to withdraw this offering of the Notes at any time, and the Issuer and the Initial
Purchasers reserve the right to reject any commitment to subscribe for the Notes in whole or in part and to allot to you less
than the full amount of Notes subscribed for by you.
The distribution of these Listing Particulars and the offer and sale of the Notes may be restricted by law in some
jurisdictions. Persons into whose possession these Listing Particulars or any of the Notes come must inform themselves
about, and observe, any restrictions on the transfer and exchange of the Notes. See "Plan of Distribution" and "Transfer
Restrictions".
These Listing Particulars do not constitute an offer to sell or an invitation to subscribe for or purchase any of the
Notes in any jurisdiction in which such offer or invitation is not authorized or to any person to whom it is unlawful to make
such an offer or invitation. You must comply with all laws that apply to you in any place in which you buy, offer or sell any
Notes or possess these Listing Particulars. You must also obtain any consents or approvals that you need in order to purchase
any Notes. None of the Issuer, Telenet NV or the Initial Purchasers is responsible for your compliance with these legal
requirements.
The Notes are subject to restrictions on resale and transfer as described under "Plan of Distribution" and "Transfer
Restrictions". By purchasing any Notes, you are deemed to have made certain acknowledgments, representations and
agreements as described in those sections of these Listing Particulars. You may be required to bear the financial risks of
investing in the Notes for an indefinite period of time.
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE HAS
BEEN FILED UNDER RSA 421-B WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A
SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW
HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE THAT ANY DOCUMENT FILED
UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES IS TRUE, COMPLETE AND NOT
MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS
AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE OF NEW
HAMPSHIRE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR
RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY, OR TRANSACTION. IT IS
UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR
CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
NOTICE TO U.S. INVESTORS
Each purchaser of the Notes is deemed to have made the representations, warranties and acknowledgements that are
described in the Offering Memorandum under "Transfer Restrictions". The Notes have not been and will not be registered
under the U.S. Securities Act or the securities laws of any state of the United States and are subject to certain restrictions on
transfer. Prospective purchasers are hereby notified that the seller of any Note may be relying on the exemption from the
provisions of Section 5 of the U.S. Securities Act provided by Rule 144A. For a description of certain further restrictions on
resale or transfer of the Notes, see "Transfer Restrictions." The Notes may not be offered to the public within any
jurisdiction. By accepting delivery of these Listing Particulars, you agree not to offer, sell, resell, transfer or deliver, directly
or indirectly, any Note to the public.
NOTICE TO EUROPEAN ECONOMIC AREA INVESTORS
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 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 which are the subject of the offering contemplated by these Listing Particulars to the
public in that Relevant Member State other than:
(a)
to any legal entity which is a qualified investor as defined in the Prospectus Directive;
iii
51998745_6

(b)
to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus
Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the
relevant Initial Purchaser or Initial Purchasers nominated by the Issuer for any such offer; or
(c)
in any other circumstances falling within Article 3(2) of the Prospectus Directive; provided that no such
offer of the Notes shall require the publication by the Issuer or any Initial Purchaser of a prospectus
pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the
Prospective Directive other than in reliance of Article 3(2)(b).
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 the Notes, as the same may be
varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State
and the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD
Amending Directive) and includes any relevant implementing measure in each Relevant Member State and the expression
"2010 PD Amending Directive" means Directive 2010/73/EU.
Each subscriber for or purchaser of the Notes in the offering located within a member state of the EEA will be
deemed to have represented, acknowledged and agreed that it is a "qualified investor" within the meaning of Article 2(1)(e)
of the Prospectus Directive. The Issuer, the Initial Purchasers and their affiliates, and others will rely upon the trust and
accuracy of the foregoing representation, acknowledgement and agreement. Notwithstanding the above, a person who is not a
qualified investor and who has notified the Initial Purchasers of such fact in writing may, with the consent of the Initial
Purchasers, be permitted to subscribe for or purchase the Notes in the offering.
NOTICE TO CERTAIN EUROPEAN INVESTORS
Austria These Listing Particulars have not been or will not be approved and/or published pursuant to the Austrian
Capital Markets Act (Kapitalmarktgesetz) as amended. Neither these Listing Particulars nor any other document connected
therewith constitutes a prospectus according to the Austrian Capital Markets Act and neither these Listing Particulars nor any
other document connected therewith may be distributed, passed on or disclosed to any other person in Austria. No steps may
be taken that would constitute a public offering of the Notes in Austria and the offering of the Notes may not be advertised in
Austria. Any offer of the Notes in Austria will only be made in compliance with the provisions of the Austrian Capital
Markets Act and all other laws and regulations in Austria applicable to the offer and sale of the Notes in Austria.
Belgium The Notes are not offered, directly or indirectly, to the public in Belgium. The Notes are being offered in
Belgium to qualified investors only, within the meaning of Article 3, §2, (a) and 10 of the Belgian law of June 16, 2006 on
the public offering of securities and admission of securities to trading on a regulated market ("Belgian Prospectus Law")
and/or on the basis of the other exemptions set out in Article 3, §2 of the Belgian Prospectus Law. Accordingly, these Listing
Particulars have not been and will not be notified to, or approved by, the Belgian Financial Services and Markets Authority
(Autoriteit voor Financiële Diensten en Markten/Autorité des services et marchés financiers) (the "FSMA"). This offering
cannot be advertised and these Listing Particulars and any other information, circular, brochure or similar documents may not
be distributed, directly or indirectly, in Belgium other than to said qualified investors or, as the case may be, other than on the
basis of the other exemptions set out in Article 3, §2 of the Belgian Prospectus Law.
Germany The Notes may be offered and sold in Germany only in compliance with the German Securities
Prospectus Act (Wertpapierprospektgesetz) as amended, the Commission Regulation (EC) No 809/2004 of April 29, 2004 as
amended, or any other laws applicable in Germany governing the issue, offering and sale of securities. These Listing
Particulars have not been approved under the German Securities Prospectus Act (Wertpapierprospektgesetz) or the Directive
2003/71/EC and accordingly the Notes may not be offered publicly in Germany.
France These Listing Particulars have not been prepared in the context of a public offering in France within the
meaning of Article L. 411-1 of the Code Monétaire et Financier and Title I of Book II of the Règlement Général of the
Autorité des marchés financiers (the "AMF") and therefore has not been submitted for clearance to the AMF. Consequently,
the Notes may not be, directly or indirectly, offered or sold to the public in France, and offers and sales of the Notes are only
made in France 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) and/or to qualified
investors (investisseurs qualifiés) and/or to a closed circle of investors (cercle restreint d'investisseurs) acting for their own
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accounts, as defined in and in accordance with Articles L. 411-2 and D. 411-1 of the Code of Monétaire et Financier. Neither
these Listing Particulars nor any other offering material may be distributed to the public in France.
Italy No action has been or will be taken which could allow an offering of the Notes to the public in the Republic
of Italy. Accordingly, the Notes may not be offered or sold directly or indirectly in the Republic of Italy, and these Listing
Particulars nor any other offering circular, prospectus, form of application, advertisement, other offering material or other
information relating to the Issuer or the Notes may be issued, distributed or published in the Republic of Italy, except under
circumstances that will result in compliance with all applicable laws, orders, rules and regulations. The Notes cannot be
offered or sold to any natural persons or to entities other than qualified investors (according to the definition provided for by
the Prospectus Directive) either on the primary or on the secondary market.
Grand Duchy of Luxembourg These Listing Particulars have not been approved by and will not be submitted for
approval to the Luxembourg competent authority under the Prospectus Act 2005, the Commission de surveillance du secteur
financier for the purposes of a public offering or sale, in the Grand Duchy of Luxembourg, of the Notes or admission to the
official list of the LxSE and trading on the LxSE's regulated market of the Notes. Accordingly, the Notes may not be offered
or sold to the public in Luxembourg, directly or indirectly, and neither these Listing Particulars nor any other 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 a public offer of securities to the public,
subject to prospectus requirements, in accordance with the Prospectus Act 2005.
The Netherlands The Notes (including rights representing an interest in each global note that represents the Notes)
may only be offered or sold in The Netherlands to qualified investors (as defined in the Prospectus Directive), unless such
offer is made in accordance with the Dutch Financial Supervision Act (Wet op het financieel toezicht).
Spain This offering has not been registered with the Comisión Nacional del Mercado de Valores and therefore the
Notes may not be offered in Spain by any means, except in circumstances which do not qualify as a public offer of securities
in Spain in accordance with article 30 bis of the Securities Market Act ("Ley 24/1988, de 28 de julio del Mercado de
Valores") as amended and restated, or pursuant to an exemption from registration in accordance with article 41 of the Royal
Decree 1310/2005 ("Real Decreto 1310/2005, de 4 de noviembre por el que se desarrolla parcialmente la Ley 24/1988, de 28
de julio, del Mercado de Valores, en materia de admisión a negociación de valores en mercados secundarios oficiales, de
ofertas públicas de venta o suscripción y del folleto exigible a tales efectos").
Switzerland The Notes offered hereby are being offered in Switzerland on the basis of a private placement only.
These Listing Particulars do not constitute a prospectus within the meaning of Art. 652A of the Swiss Federal Code of
Obligations.
United Kingdom These Listing Particulars are directed solely at persons who (i) are investment professionals, as
such term is defined in Article 19(5) of the Financial Promotion Order (ii) are persons falling within Article 49(2)(a) to
(d) ("high net worth companies, unincorporated associations, etc.") of the Financial Promotion Order (iii) are outside the
United Kingdom, or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the
meaning of Section 21 of the FMSA) in connection with the issue or sale of any Notes may otherwise be lawfully
communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). These
Listing Particulars must not be acted on or relied on by persons who are not relevant persons. Any investment or investment
activity to which these Listing Particulars relates is available only to relevant persons and will be engaged in only with
relevant persons. Any person who is not a relevant person should not act or rely on these Listing Particulars or any of its
contents.
THESE LISTING PARTICULARS CONTAIN IMPORTANT INFORMATION WHICH YOU SHOULD
READ BEFORE YOU MAKE ANY DECISION WITH RESPECT TO AN INVESTMENT IN THE NOTES
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