Bond Ineos Group 2.125% ( XS1577947440 ) in EUR

Ineos Group

99.43 % ▲

United Kingdom

XS1577947440 ( in EUR )

2.125% per year ( payment 2 times a year)

14/11/2025

Prospectus brochure of the bond Ineos Holdings XS1577947440 en EUR 2.125%, maturity 14/11/2025

15/11/2025 ( In 160 days )

Ineos is a privately-owned multinational chemicals company with operations across petrochemicals, specialty chemicals, and oil and gas.

Ineos Holdings' EUR-denominated bond (XS1577947440) with a 2.125% coupon, maturing on November 14, 2025, is currently trading at 99.08% of its face value, paying semi-annually.

NOT FOR GENERAL CIRCULATION
IN THE UNITED STATES
OFFERING MEMORANDUM
INEOS Finance plc
550,000,000 21/8% Senior Secured Notes due 2025
Guaranteed on a senior secured basis by
INEOS Group Holdings S.A., INEOS Luxembourg I S.A., INEOS Holdings Limited
and certain of their subsidiaries
INEOS Finance plc (the "Issuer") is offering (the "Offering") 550,000,000 aggregate principal amount of its
21/8% Senior Secured Notes due 2025 (the "Notes"). Interest will accrue from November 3, 2017 and be payable
semi-annually on the Notes on May 15 and November 15 of each year, beginning May 15, 2018.
The Notes will mature on November 15, 2025. Some or all of the Notes may be redeemed prior to November 15,
2020, by paying 100% of the principal amount of such Notes plus a "make-whole" premium, and at any time on or after
November 15, 2020, at the redemption prices set forth in this offering memorandum. In addition, at any time on or prior to
November 15, 2020, we may redeem up to 40% of the aggregate principal amount of the Notes with the net proceeds of
certain equity offerings.
Upon the occurrence of certain events constituting a "change of control," each holder of the Notes may require the
Issuer to repurchase all or a portion of its Notes. All of the Notes may also be redeemed at 100% of their principal amount
plus accrued interest if at any time the Issuer or any guarantor becomes obligated to pay withholding taxes as a result of
certain changes in law.
The Notes are the Issuer's senior secured obligations and (i) rank pari passu in right of payment with all of the
Issuer's existing and future indebtedness that is not subordinated to the Notes; and (ii) are guaranteed by INEOS Group
Holdings S.A. (the "Parent"), INEOS Luxembourg I S.A. ("Lux I"), INEOS Holdings Limited and certain of their
subsidiaries on a senior secured basis (together, the "Guarantors"). Within 30 days (or in the case of certain deposit account
and security account control agreements and certain real property collateral, 60 days and 90 days, respectively) after
issuance, the Notes and the guarantees will be secured by first ranking liens (subject to certain exceptions) on the same
assets that secure the 2023 Senior Secured Notes and the Senior Secured Term Loans as more fully described in
"Description of the Collateral and Guarantees," and elsewhere in this offering memorandum.
This offering memorandum includes more detailed information on the terms of the Notes, the guarantees and the
security interests as briefly described above, including redemption and repurchase prices, security, covenants and transfer
restrictions and thus, the offering memorandum should be read as a whole by any prospective purchaser in making a
determination as to whether to invest in the Notes. This offering memorandum may only be used for the purposes for which
it has been published.
Currently there is no public market for the Notes. Application has been made to list the Notes on the Official List
of the Luxembourg Stock Exchange and for trading on the Euro MTF market of the Luxembourg Stock Exchange (the
"Euro MTF Market"). This offering memorandum constitutes a prospectus for purposes of Part IV of the Luxembourg law
on prospectus securities dated July 10, 2005, as amended. The Euro MTF market is not a regulated market pursuant to the
provisions of Directive 2004/39/EC on markets in financial instruments. The Euro MTF market falls within the scope of
Regulation (EC) 596/2014 on market abuse and the Directive 2014/57/EU on criminal sanctions for market abuse.
Investing in the Notes involves risks that are described in the "Risk Factors" section beginning on page 19 of this offering
memorandum.

Issue price for the Notes: 100.000% plus accrued interest from the issue date, if any.
The Notes and the guarantees have not been, and will not be, registered under the U.S. Securities Act of
1933, as amended (the "Securities Act"), or the securities laws of any other jurisdiction. The Notes are being offered
and sold only to (i) qualified institutional buyers in accordance with Rule 144A under the Securities Act and
(ii) non-U.S. persons outside the United States in accordance with Regulation S under the Securities Act. For
further details about eligible offerees and resale restrictions, please see "Notice to Investors."
Delivery of the Notes was made to investors in book-entry form through Euroclear Bank SA/NV ("Euroclear")
and Clearstream Banking, société anonyme ("Clearstream") on November 3, 2017. Interests in each global note will be
exchangeable for the relevant definitive Notes only in certain limited circumstances. See "Book-Entry; Delivery and
Form."
Joint Global Coordinators
J.P. Morgan
Barclays
Citigroup
Joint Bookrunners
BMO Capital Markets Credit Suisse Deutsche Bank ING Lloyds Bank
The date of this offering memorandum is November 15, 2017.

You should rely only on the information contained in this offering memorandum. None of the Issuer, the
Guarantors, any other members of the Group or any of the initial purchasers (each, as defined herein) has authorized anyone
to provide you with different information. If anyone provides you with different or inconsistent information, you should not
rely on it. None of the Issuer, the Guarantors, any other members of the Group 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 at any date other than the date on the front of this offering
memorandum. Our business, financial condition, results of operations and prospects may have changed since that date.
TABLE OF CONTENTS
PRESENTATION OF FINANCIAL AND NON-IFRS INFORMATION ....................................................................
x
CERTAIN DEFINITIONS ............................................................................................................................................. xii
EXCHANGE RATE INFORMATION .......................................................................................................................... xvii
FORWARD-LOOKING STATEMENTS ...................................................................................................................... xviii
TAX CONSIDERATIONS............................................................................................................................................. xx
TRADEMARKS AND TRADE NAMES ...................................................................................................................... xx
HISTORICAL AND CURRENT MARKET AND INDUSTRY DATA....................................................................... xx
SUMMARY....................................................................................................................................................................
1
RECENT DEVELOPMENTS ........................................................................................................................................
9
THE OFFERING............................................................................................................................................................ 11
SUMMARY HISTORICAL CONSOLIDATED AND OTHER FINANCIAL INFORMATION ................................ 15
RISK FACTORS ............................................................................................................................................................ 19
THE TRANSACTIONS ................................................................................................................................................. 48
USE OF PROCEEDS ..................................................................................................................................................... 49
CAPITALIZATION ....................................................................................................................................................... 50
SELECTED CONSOLIDATED FINANCIAL INFORMATION ................................................................................. 51
OPERATING AND FINANCIAL REVIEW AND PROSPECTS................................................................................. 54
INDUSTRY AND MARKET OVERVIEW................................................................................................................... 81
BUSINESS ..................................................................................................................................................................... 94
THE ISSUER................................................................................................................................................................ 126
MANAGEMENT ........................................................................................................................................................... 127
PRINCIPAL SHAREHOLDERS ................................................................................................................................
129
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS ............................................................. 130
DESCRIPTION OF OTHER INDEBTEDNESS ........................................................................................................... 133
DESCRIPTION OF THE NOTES................................................................................................................................ 155
DESCRIPTION OF THE COLLATERAL AND THE GUARANTEES....................................................................... 247
LIMITATIONS ON VALIDITY AND ENFORCEABILITY OF THE GUARANTEES AND THE SECURITY
INTERESTS ............................................................................................................................................................... 255
BOOK-ENTRY; DELIVERY AND FORM................................................................................................................... 293
CERTAIN TAX CONSIDERATIONS .......................................................................................................................... 297
NOTICE TO INVESTORS ............................................................................................................................................ 302
PLAN OF DISTRIBUTION........................................................................................................................................... 306
LEGAL MATTERS........................................................................................................................................................ 309
INDEPENDENT AUDITORS ....................................................................................................................................... 309
WHERE YOU CAN FIND MORE INFORMATION.................................................................................................... 310
SERVICE OF PROCESS AND ENFORCEMENT OF JUDGMENTS......................................................................... 311
LISTING AND GENERAL INFORMATION............................................................................................................... 320
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS..................................................................................... F-1
GLOSSARY OF SELECTED TERMS.......................................................................................................................... G-1
i

IMPORTANT INFORMATION
We have prepared this offering memorandum solely for use in connection with the offer of the Notes to qualified
institutional buyers under Rule 144A under the Securities Act and to non-U.S. persons (within the meaning of Regulation S
under the Securities Act) outside the United States under Regulation S under the Securities Act. We have not authorized its
use for any other purpose. By accepting delivery of this offering memorandum, you agree to these restrictions. Please see
"Notice to Investors."
This offering memorandum is based on information provided by us and by other sources that we believe are
reliable. We cannot assure you that information included herein is accurate or complete. No representation or warranty,
express or implied, is made by the initial purchasers as to the accuracy or completeness of any information set forth in this
offering memorandum, and nothing contained in this offering memorandum is or shall be relied upon as a promise or
representation, whether as to the past or the future. This offering memorandum summarizes certain documents and other
information and we refer you to them for a more complete understanding of the discussions in this offering memorandum.
We will make copies of certain documents available to you upon request. In making an investment decision, you must rely
on your own examination of our company, the terms of the offering and the Notes, including the merits and risks involved.
By purchasing the Notes, you will be deemed to have made the acknowledgments, representations, warranties and
agreements described under the caption "Notice to Investors" in this offering memorandum. You should understand that
you may be required to bear the financial risks of your investment for an indefinite period of time.
We are not making any representation to any purchaser of the Notes regarding the legality of an investment in the
Notes by such purchaser under any legal investment or similar laws or regulations. You should not consider any
information in this offering memorandum to be legal, business or tax advice. You should consult your own attorney,
business advisor and tax advisor for legal, business and tax advice regarding an investment in the Notes.
We reserve the right to withdraw the offering of the Notes at any time and we and the initial purchasers reserve the
right to reject any commitment to subscribe for the Notes in whole or in part and to allot to any prospective purchaser less
than the full amount of the Notes sought by such purchaser. The initial purchasers and certain related entities may acquire
for their own account a portion of the Notes. Please see "Plan of Distribution."
You must comply with all applicable laws and regulations in force in any applicable jurisdiction and you must
obtain any consent, approval or permission required by you for the purchase, offer or sale of the Notes under the laws and
regulations in force in the jurisdiction to which you are subject or in which you make such purchase, offer or sale, and
neither we nor the initial purchasers will have any responsibility therefor.
This offering memorandum is not an offer to sell, or a solicitation of an offer to buy, any Notes by any person in
any jurisdiction in which it is unlawful for such person to make such an offering 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.
None of the U.S. Securities and Exchange Commission (the "SEC"), any state securities commission or any other
regulatory authority has approved or disapproved these securities nor have any of the foregoing authorities passed upon or
endorsed the merits of the Offering or the accuracy or adequacy of this offering memorandum. Any representation to the
contrary is a criminal offense.
We accept responsibility for the information contained in this offering memorandum. We have made all
reasonable inquiries and confirm to the best of our knowledge, information and belief that the information contained in this
offering memorandum with regard to us and our affiliates and the Notes is true and accurate in all material respects, that the
opinions and intentions expressed in this offering memorandum are honestly held and that we are not aware of any other
facts, the omission of which would make this offering memorandum or any statement contained herein misleading in any
material respect.
The information contained 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 the
information concerning exchange rate information, we accept no further responsibility in respect of such information. The
information set out in relation to sections of this offering memorandum describing clearing and settlement arrangements,
including the section entitled "Book-Entry; Delivery and Form," is subject to 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.
ii

The Notes are subject to restrictions on transferability and resale and may not be transferred or resold except as
permitted under the Securities Act and applicable securities laws of any other jurisdiction pursuant to registration or
exemption therefrom. Prospective purchasers should be aware that they may be required to bear the financial risks of this
investment for an indefinite period of time. See "Notice to Investors."
iii

STABILIZATION
IN CONNECTION WITH THE OFFERING, J.P. MORGAN SECURITIES PLC, (THE "STABILIZING
MANAGER") (OR PERSONS ACTING ON BEHALF OF THE STABILIZING MANAGER) MAY OVER-ALLOT
NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE NOTES
AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, STABILIZATION
MAY NOT NECESSARILY OCCUR. ANY STABILIZATION ACTION MAY BEGIN ON OR AFTER THE DATE ON
WHICH ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE OFFER OF THE NOTES IS MADE AND, IF
BEGUN, MAY CEASE AT ANY TIME, BUT IT MUST END NO LATER THAN THE EARLIER OF 30 DAYS AFTER
THE ISSUE DATE OF THE NOTES AND 60 DAYS AFTER THE DATE OF THE ALLOTMENT OF THE NOTES.
ANY STABILIZATION ACTION OR OVER-ALLOTMENT MUST BE CONDUCTED BY THE STABILIZATION
MANAGER (OR PERSONS ACTING ON BEHALF OF THE STABILIZATION MANAGER) IN ACCORDANCE
WITH ALL APPLICABLE LAWS AND RULES.
NOTICE TO U.S. INVESTORS
Each purchaser of the Notes will be deemed to have made the representations, warranties and acknowledgments
that are described in this offering memorandum under the section titled "Notice to Investors."
The Notes and the guarantees have not been and will not be registered under the 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 Securities Act
provided by Rule 144A thereunder. For a description of certain further restrictions on resale or transfer of the Notes, please
see "Notice to Investors."
THE NOTES MAY NOT BE OFFERED TO THE PUBLIC WITHIN ANY JURISDICTION. BY ACCEPTING
DELIVERY OF THIS OFFERING MEMORANDUM, YOU AGREE NOT TO OFFER, SELL, RESELL, TRANSFER
OR DELIVER, DIRECTLY OR INDIRECTLY, ANY NOTES TO THE PUBLIC.
NOTICE TO EEA INVESTORS
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 defined below) from the requirement to produce a prospectus for offers of the
Notes. In relation to each member state (a "Member State") of the European Economic Area (the "EEA") which has
implemented the Prospectus Directive (each, a "Relevant Member State"), with effect from and including the date on which
the Prospectus Directive is implemented in that Relevant Member State no offer of Notes to the public in that Relevant
Member State may be made other than:
(a)
to any legal entity which is a qualified investor as defined in the Prospectus Directive;
(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 dealer or dealers 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 referred to in clauses (a) to (c) above shall require the publication by the Issuer or
any dealer 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. 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 dealer to produce a
prospectus for such offer. Neither the Issuer nor any dealer has authorized, nor do they authorize, the making of any offer of
Notes through any financial intermediary, other than offers made by any dealer, which constitute the final placement of the
Notes contemplated in this offering memorandum.
For the purposes of this restriction, 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
iv

expression "Prospectus Directive" means Directive 2003/71/EC (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 Directive 2010/73/EU.
NOTICE TO GERMAN INVESTORS
The Offering is not a public offering in Germany. The Notes may only be offered, sold and acquired in accordance
with the provisions of the German Securities Prospectus Act (Wertpapierprospektgesetz) (the "Securities Prospectus Act"),
as amended, the Commission Regulation (EC) No. 809/2004 of April 29, 2004, as amended, and any other applicable
German law governing the issue, offering and sale of securities. No application will be made under German law to permit a
public offer of Notes in Germany. This offering memorandum has not been approved for purposes of a public offer of the
Notes under the Securities Prospectus Act or the Prospectus Directive (as defined above) and accordingly the Notes are not
being, and may not be, offered or advertised publicly or by public promotion in Germany. 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. Any resale of the
Notes in Germany must be made in accordance with the Securities Prospectus Act and other applicable laws. The Issuer has
not filed, and does not intend to file, a securities prospectus with the German Federal Financial Supervisory Authority
(Bundesanstalt für Finanzdienstleistungsaufsicht) ("BaFin") or obtain a notification to the BaFin from another competent
authority of a member state of the European Economic Area.
NOTICE TO U.K. INVESTORS
In the United Kingdom, this offering memorandum is being distributed only to and is directed only at: (a) persons
who are "investment professionals" falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (the "Order"), (b) high net worth companies, unincorporated associations and other bodies within
the categories described in Article 49(2)(a) to (d) of the Order and (c) any other 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 (the "FSMA")) in connection with the issue or sale of any Notes may otherwise lawfully be communicated or caused
to be communicated. Each initial purchaser: (a) has only communicated or caused to be communicated and will only
communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the
meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of any Notes in circumstances in
which Section 21(1) of the FSMA does not apply to the Issuer and (b) has complied and will comply with all applicable
provisions of the FSMA in respect of anything done by it in relation to any Notes in, from or otherwise involving the United
Kingdom.
NOTICE TO LUXEMBOURG INVESTORS
This offering memorandum has not been approved by and will not be submitted for approval to the Luxembourg
regulator of the financial sector (Commission de Surveillance du Secteur Financier) (the "CSSF") or a competent authority
in another EU Member State for notification to the CSSF, for purposes of public offering or sale of securities in the Grand
Duchy of 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 circular, prospectus, form of application, advertisement or
other material may be reproduced, 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 Luxembourg Act of July 10, 2005 on prospectuses for securities, as amended, nor provided to any
person other than the recipient thereof. The Notes are offered to a limited number of sophisticated investors in all cases
under circumstances designed to preclude a distribution, which would be other than a private placement. All public
solicitations are banned and the sale may not be publicly advertised.
v

NOTICE TO NORWEGIAN INVESTORS
This offering memorandum has not and will not be registered with the Financial Supervisory Authority of
Norway. Accordingly, the Notes shall not, directly or indirectly, be sold or offered to be sold in Norway or to Norwegian
tax-residents, except that the Notes may be offered:
(a)
to "professional investors" as defined in Section 7-1 and Sections 10-2 to 10-5 of the Norwegian
Securities Regulation of June 29, 2007 No. 876;
(b)
to fewer than 150 natural or legal persons (other than "professional investors") as defined in Section 7-1
in the Norwegian Securities Regulation of June 29, 2007 No. 876, subject to obtaining the prior consent
of the relevant initial purchaser for any such offer; or
(c)
in any other circumstances provided that no such offer of Notes shall result in a requirement for the
registration, or the publication by the Issuer or the initial purchasers, of a prospectus pursuant to the
Norwegian Securities Trading Act of June 29, 2007 No. 75.
NOTICE TO DANISH INVESTORS
This offering memorandum has not been filed with or approved by the Danish Financial Supervisory Authority or
any other authority in the Kingdom of Denmark. The Notes have not been offered or sold and may not be offered, sold or
delivered directly or indirectly in the Kingdom of Denmark, unless in compliance with the Danish Securities Trading Act
(Consolidated Act No. 1530 of 2 February 2015 on Trading of Securities etc., as amended from time to time) and any
Executive Orders issued thereunder and in compliance with Executive Order no. 623 of 24 April 2015 issued pursuant to
the Danish Financial Business Act (Consolidated Act No. 182 of 18 February 2015 on financial business, as amended from
time to time).
NOTICE TO DUTCH INVESTORS
The Notes are not, will not and may not be, directly or indirectly, offered or acquired in the Netherlands, and this
offering memorandum may not be circulated in the Netherlands, as part of an initial distribution or any time thereafter,
other than to individuals or legal entities who or which qualify as qualified investors (gekwalificeerde beleggers) within the
meaning of article 1:1 of the Financial Supervision Act (Wet op het financieel toezicht), as amended from time to time.
NOTICE TO SWEDISH INVESTORS
This offering memorandum is not a prospectus and has not been prepared in accordance with the prospectus
requirements provided for in the Swedish Financial Instruments Trading Act (Sw. lagen (1991:980) om handel med
finansiella instrument) nor any other Swedish enactment. Neither the Swedish Financial Supervisory Authority (Sw.
Finansinspektionen) nor any other Swedish public body has examined, approved or registered this offering memorandum
or will examine, approve or register this offering memorandum. Accordingly, this offering memorandum may not be made
available, nor may the Notes otherwise be marketed and offered for sale, in Sweden other than in circumstances that
constitute an exemption from the requirement to prepare a prospectus under the Swedish Financial Instruments Trading
Act.
NOTICE TO SWISS INVESTORS
The Notes may not be publicly offered, sold or advertised, directly or indirectly, in, into or from Switzerland and
will not be listed on the SIX Swiss Exchange Ltd. or any other exchange or regulated trading facility in Switzerland.
Neither this offering memorandum nor any other offering or marketing material relating to the Notes constitutes a
prospectus as such term is understood pursuant to article 652a or article 1156 of the Swiss Federal Code of Obligations or a
listing prospectus within the meaning of the listing rules of the SIX Swiss Exchange Ltd., and neither this offering
memorandum nor any other offering or marketing material relating to the Notes may be publicly distributed or otherwise
made publicly available in Switzerland.
vi

Neither this offering memorandum nor any other offering or marketing material relating to the Offering nor the
Issuer nor the Notes has been or will be filed with or approved by any Swiss regulatory authority. The Notes are not subject
to the supervision by any Swiss regulatory authority, e.g. the Swiss Financial Market Supervisory Authority FINMA
("FINMA"), and investors in the Notes will not benefit from protection or supervision by such authority.
NOTICE TO ITALIAN INVESTORS
(a)
This offering memorandum has not been prepared as part of a public offer in the Republic of Italy within
the meaning of Article 1, paragraph 1(t) of Legislative Decree No. 58 of February 24, 1998, as amended
(the "Consolidated Financial Act") and as such has not been submitted to the Commissione Nazionale
per la Società e la Borsa ("CONSOB") (the Italian Securities Exchange Commission) for its prior
approval. Accordingly, the Notes may not, and will not, be offered, sold or delivered, nor may copies of
this offering memorandum or of any other document relating to the Notes be distributed, in the Republic
of Italy, except: to qualified investors (investitori qualificati) as defined in Article 26, paragraph 1, letter
d) of CONSOB Regulation No. 16190 of October 29, 2007, as amended (the "Intermediaries
Regulation"), pursuant to Article 100, paragraph 1, letter a) of the Consolidated Financial Act and
Article 34-ter, paragraph 1, letter b) of CONSOB Regulation No. 11971 of May 14, 1999, as amended
(the "Issuers Regulation"), provided that such qualified investors will act in their capacity and not as
depositaries or nominee for other persons; or
(b)
in any other circumstances where an express exemption from compliance with the restrictions on offers
to the public applies, including, without limitation, as provided under Article 100 of the Consolidated
Financial Act and Article 34-ter of the Issuers Regulation.
Any offer, sale, resale, or delivery of the Notes or distribution of copies of this offering memorandum or any other
document relating to the Notes in the Republic of Italy under (a) or (b) above must be:
(a)
made by an investment firm, bank or financial intermediary permitted to conduct such activities in the
Republic of Italy in accordance with the Consolidated Financial Act, Legislative Decree No. 385 of
September 1, 1993 (the "Banking Act"); and Regulation No. 16190 of October 29, 2007 (in each case, as
amended from time to time);
(b)
in compliance with Article 129 of the Banking Act, as amended, and the implementing guidelines of the
Bank of Italy, as amended from time to time, pursuant to which the Bank of Italy may request
information on the issue or the offer of securities in the Republic of Italy; and
(c)
in compliance with any other applicable laws and regulations or requirement imposed by CONSOB or
other Italian authority.
Pursuant to Art. 100 bis of the Consolidated Financial Act, any subsequent resale to the public of securities which
were previously offered in the context of an offer exempted from the obligation to publish a prospectus shall be regarded as
a separate offer to the public in Italy unless it is exempted from the rules on public offering Article 100 of the Consolidated
Financial Act and Article 34-ter of the Issuers Regulation.
NOTICE TO SPANISH INVESTORS
The Notes may not be sold, offered or distributed to persons in Spain, except in circumstances which do not
constitute a public offer (oferta pública) of securities in Spain, within the meaning of the Royal Legislative Decree 4/2015,
of October 23, approving the amended and restated text of the Spanish Securities Market Law (texto refundido de la Ley del
Mercado de Valores aprobado por el Real Decreto Legislativo 4/2015, de 23 de octubre), as amended and restated, and
Royal Decree 1310/2005, of November 4, on the listing of securities, public offers and applicable prospectus (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), as amended from time to time (the "Spanish Securities Market Law").
Neither the Notes, this Offering nor this Offering Memorandum and its contents have been approved or registered with the
Spanish Securities and Exchange Commission (Comisión Nacional del Mercado de Valores), and therefore it is not
intended for the public offering of Notes in Spain.
vii

NOTICE TO FRENCH INVESTORS
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 monétaire et financier and Title I of Book II of the
Règlement Général of the Autorité des marchés financiers (the French financial markets authority ("AMF")) and,
therefore, has not been approved by, or registered or filed with, the AMF and does not require a prospectus to be submitted
for approval to the 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 may 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 pursuant to Article L. 411-2-II of the French Code
monétaire et financier to (i) 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), (ii) qualified
investors (investisseurs qualifiés) acting for their own account or (iii) a limited group of investors (cercle restreint
d'investisseurs) acting for their own account, all as defined in and in accordance with Articles L. 411-2, D. 411-1, D. 411-4,
D. 744-1, D. 754-1 and D. 764-1 of the French Code monétaire et financier. Prospective investors are informed that: (i) this
offering memorandum has not been and will not be submitted for clearance to the AMF; (ii) in compliance with Articles L.
411-2, D. 411-1, D. 411-4, D. 744-1, D. 754-1 and D. 764-1 of the French Code monétaire et financier, any investors
subscribing for the Notes should be acting for their own account; and (iii) the direct and indirect distribution or sale to the
public of the Notes acquired by them may only be made in compliance with applicable French laws and regulations, in
particular those relating to an offer to the public (offre au public de titres financiers) (which are embodied in Articles L.
411-1, L. 411-2, L. 412-1 and L. 621-8 through L. 621-8-3 of the French Code monétaire et financier).
NOTICE TO IRISH INVESTORS
The Notes are not being offered or sold to any person in Ireland, or underwritten or placed except in conformity
with the provisions of: (i) the European Communities (Markets in Financial Instruments) Regulations 2007 (Nos. 1 to
3) (as amended) of Ireland, including, without limitation, Regulations 7 and 152 thereof and any applicable codes of
conduct used in connection therewith and the provisions of the Investor Compensation Act 1998 (as amended) of Ireland
(ii) the Companies Act 2014 (as amended) of Ireland, the Central Bank Acts 1942 to 2015 of Ireland (as amended) and any
codes of conduct rules made under Section 117(1) of the Central Bank Act 1989 (as amended) of Ireland, (iii) the
Prospectus (Directive 2003/71/EC) Regulations 2005 (as amended) of Ireland and any rules issued under Section 1363 of
the Companies Act 2014 (as amended) of Ireland by the Central Bank of Ireland and (iv) the provisions of the Market
Abuse Regulation (EU596/2014) (as amended) and any rules issued by the Central Bank of Ireland under Section 1370 of
the Companies Act 2014 (as amended) of Ireland. This offering memorandum does not constitute a prospectus for the
purposes of the Irish Prospectus Regulations and has not been approved by the Central Bank of Ireland.
NOTICE TO BELGIAN INVESTORS
No action has been taken or will be taken in Belgium to permit a public offer of the Notes in accordance with the
Belgian Act of 16 June 2006 on the public offer of securities and admission of securities to trading on a regulated market
(i.e. the Belgian Prospectus Act) and no Notes may be offered or sold to persons in Belgium unless either such persons are
qualified investors within the meaning of Article 10 of the Belgian Prospectus Act or one or more other exemptions
available under Article 3 of the Belgian Prospectus Act apply. The Offering, and any materials relating to the Offering, may
not be advertised, the Notes may not be offered or sold, and none of this offering memorandum or any other information
circular, brochure or similar document may be distributed, directly or indirectly, to any person qualifying as a consumer
within the meaning of Book VI of the Belgian Economic Law Code (the "Economic Law Code") on market practices and
consumer protection, unless such sale is made in compliance with the Economic Law Code and its implementing
regulation.
NOTICE TO CANADIAN INVESTORS
The Notes may only be offered or sold in the provinces of British Columbia, Alberta, Saskatchewan, Ontario,
Québec, New Brunswick, Nova Scotia and Prince Edward Island to or for the benefit of a resident of these provinces
pursuant to an exemption from the requirement to file a prospectus in such province in which such offer or sale is made, and
viii

Document Outline

#1">100296142.docx