Bond GualaPack S.p.A 3.5% ( XS1888268064 ) in EUR

Issuer GualaPack S.p.A
Market price 100 %  ▼ 
Country  Italy
ISIN code  XS1888268064 ( in EUR )
Interest rate 3.5% per year ( payment 4 times a year)
Maturity 14/04/2024 - Bond has expired



Prospectus brochure of the bond Guala Closures S.p.A XS1888268064 in EUR 3.5%, expired


Minimal amount 100 000 EUR
Total amount 455 000 000 EUR
Detailed description Guala Closures S.p.A. is a leading global supplier of aluminum and plastic closures for the wine, spirits, and food industries, offering a wide range of products and services including design, manufacturing, and supply chain management.

Guala Closures S.p.A.'s EUR 455,000,000 3.5% Bonds (ISIN: XS1888268064), issued in Italy, matured on April 14, 2024, and have been repaid at 100% of face value.







LISTING MEMORANDUM
NOT FOR GENERAL DISTRIBUTION
IN THE UNITED STATES
Guala Closures S.p.A.
455,000,000 Floating Rate Senior Secured Notes due 2024
Guala Closures S.p.A., a società per azioni incorporated under the laws of the Republic of Italy (the "Issuer"), is offering
(the "Offering") 455,000,000 aggregate principal amount of its Floating Rate Senior Secured Notes due 2024
(the "Notes").
The Notes will bear interest at a rate per annum equal to the three-month EURIBOR (with a 0% floor) plus 350 basis
points, reset quarterly, and will accrue from the Issue Date (as defined below). The Notes will mature on April 15, 2024. Some
or all of the Notes may be redeemed prior to October 15, 2019, by paying 100% of the principal amount of such Notes plus a
make-whole premium, and at any time on or after October 15, 2019, at the redemption prices set forth in this Listing
Memorandum (the "Offering Memorandum"). The Issuer will pay interest on the Notes quarterly on January 15, April 15, July
15 and October 15 of each year, beginning on January 15, 2019.
Upon the occurrence of certain events constituting a "change of control", the Issuer will be required to make an offer to
purchase the outstanding Notes at a purchase price of 101% of their principal amount. All, but not less than 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 (as
defined below) of the Notes becomes obligated to pay withholding taxes as a result of certain changes in law.
The Notes will be senior secured obligations of the Issuer and will be guaranteed (collectively, the "Notes Guarantees"
and each, a "Notes Guarantee") on a senior secured basis by certain of the Issuer's subsidiaries (the "Subsidiary
Guarantors," and collectively, the "Guarantors" and each a "Guarantor"). The Notes Guarantees will rank pari passu in
right of payment with all of such Guarantor's existing and future indebtedness that is not subordinated to such Notes
Guarantee. The Notes Guarantees will be subject to contractual and legal limitations and may be released under certain
circumstances.
The Notes will be secured by first-priority security interests over substantially the same rights, property and assets that
secure the Revolving Credit Facility (as defined herein), subject to the operation of the Agreed Security Principles (as defined
herein) and as further described herein. Under the terms of the Intercreditor Agreement (as defined herein), lenders under the
Revolving Credit Facility, counterparties to certain hedging obligations and creditors of certain additional indebtedness that
we may incur in the future, including certain hedging agreements, will receive proceeds from the enforcement of the foregoing
security interests in priority to holders of the Notes. See "The Offering--Security".
Subject to and as set forth in "Description of the Notes--Withholding Taxes", the Issuer will not be liable to pay any
additional amounts to holders of the Notes in relation to any withholding or deduction required pursuant to Italian Legislative
Decree No. 239 of April 1, 1996 (as the same may be amended or supplemented from time to time) or pursuant to Legislative
Decree No. 461 of November 21, 1997 (as the same may be amended, or supplemented from time to time) where the Notes
are held by a person resident in a country that does not allow for satisfactory exchange of information with Italy (as per the
Ministerial Decree of the Minister of Economy and Finance of September 4, 1996 as amended, supplemented and replaced)
and otherwise in the circumstances as described in "Description of the Notes--Withholding Taxes".
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 for trading on the Euro MTF Market of the Luxembourg Stock Exchange. The Euro MTF
Market is not a regulated market for the purposes of the Markets in Financial Instruments Directive (Directive 2004/39/EC).
The Euro MTF market falls within the scope of Regulation (EC) 596/2014 on market abuse and the related Directive
2014/57/EU on criminal sanctions for market abuse.
The Notes will be represented on issue by one or more global notes, which will be delivered through Euroclear Bank SA/
NV ("Euroclear") and Clearstream Banking S.A. ("Clearstream") on October 3, 2018 (the "Issue Date"). See "Book-Entry,
Delivery and Form."
Investing in the Notes involves a high degree of risk. See "Risk Factors" beginning on
page 24.
Price for the Notes: 100.0% plus accrued interest, if any, from the Issue Date
The Notes and the Notes 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 securities 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. In the United States, the Offering is being made
only to "qualified institutional buyers" (as defined in Rule 144A of the U.S. Securities Act) in compliance with
Rule 144A under the U.S. Securities Act ("Rule 144A"). You are hereby notified that the initial purchasers of the
Notes may be relying on the exemption from the provisions of Section 5 of the U.S. Securities Act. For further
details about eligible offerees and resale restrictions, see "Plan of Distribution" and "Transfer Restrictions".
Joint Global Coordinators and Joint Bookrunners
Credit Suisse
Banca IMI
Barclays
UniCredit Bank
Joint Bookrunners
Banca Akros S.p.A.--Gruppo Banco BPM
KKR
The date of this Listing Memorandum is October 11, 2018.


TABLE OF CONTENTS
FORWARD-LOOKING STATEMENTS . . .
v
BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . .
131
MARKET AND INDUSTRY DATA . . . . . .
vii
MANAGEMENT . . . . . . . . . . . . . . . . . . . . .
149
PRESENTATION OF FINANCIAL AND
PRINCIPAL SHAREHOLDERS . . . . . . . . .
153
OTHER INFORMATION . . . . . . . . . . . .
viii
RELATED PARTY TRANSACTIONS . . . .
155
CERTAIN DEFINITIONS . . . . . . . . . . . . . .
xiv
DESCRIPTION OF OTHER
EXCHANGE RATE AND CURRENCY
INDEBTEDNESS . . . . . . . . . . . . . . . . . . .
156
INFORMATION . . . . . . . . . . . . . . . . . . . . xviii
DESCRIPTION OF THE NOTES . . . . . . . .
175
SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . .
1
BOOK-ENTRY, DELIVERY AND
CORPORATE STRUCTURE AND
FORM . . . . . . . . . . . . . . . . . . . . . . . . . . . .
252
CERTAIN FINANCING
CERTAIN TAX CONSIDERATIONS . . . . .
256
ARRANGEMENTS . . . . . . . . . . . . . . . . .
10
LIMITATIONS ON VALIDITY AND
THE OFFERING . . . . . . . . . . . . . . . . . . . . .
12
ENFORCEABILITY OF THE NOTES
SUMMARY HISTORICAL FINANCIAL
GUARANTEES AND THE SECURITY
INFORMATION AND OTHER
INTERESTS AND CERTAIN
DATA . . . . . . . . . . . . . . . . . . . . . . . . . . . .
18
INSOLVENCY LAW
CONSIDERATIONS . . . . . . . . . . . . . . . .
267
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . .
24
PLAN OF DISTRIBUTION . . . . . . . . . . . . .
315
THE TRANSACTIONS . . . . . . . . . . . . . . . .
60
TRANSFER RESTRICTIONS . . . . . . . . . . .
318
USE OF PROCEEDS . . . . . . . . . . . . . . . . . .
62
LEGAL MATTERS . . . . . . . . . . . . . . . . . . .
322
CAPITALIZATION . . . . . . . . . . . . . . . . . . .
63
INDEPENDENT AUDITORS . . . . . . . . . . .
323
SELECTED HISTORICAL FINANCIAL
INFORMATION AND OTHER DATA
ENFORCEMENT OF CIVIL
OF GUALA . . . . . . . . . . . . . . . . . . . . . . . .
64
LIABILITIES . . . . . . . . . . . . . . . . . . . . . .
324
UNAUDITED PRO FORMA FINANCIAL
AVAILABLE INFORMATION . . . . . . . . . .
330
INFORMATION OF THE ISSUER . . . . .
66
LISTING AND GENERAL
MANAGEMENT'S DISCUSSION AND
INFORMATION . . . . . . . . . . . . . . . . . . . .
331
ANALYSIS OF FINANCIAL
INDEX TO FINANCIAL
CONDITION AND RESULTS OF
STATEMENTS . . . . . . . . . . . . . . . . . . . . .
F-1
OPERATIONS . . . . . . . . . . . . . . . . . . . . .
85
INDUSTRY OVERVIEW . . . . . . . . . . . . . .
127
You should rely only on the information contained in this Offering Memorandum. We have not, and
Credit Suisse Securities (Europe) Limited, Banca Akros S.p.A.--Gruppo Banco BPM, Banca IMI S.p.A.,
Barclays Bank PLC, KKR Capital Markets Limited and UniCredit Bank AG (together, the "Initial
Purchasers") have not, authorized anyone to provide you with information that is different from the
information contained herein. We are not, and the Initial Purchasers are not, 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 cover
of this Offering Memorandum. Our business, financial condition, results of operations and prospects may
have changed since that date.


IMPORTANT INFORMATION
We accept responsibility for the information contained in this Offering Memorandum and, to the best
of our knowledge (having taken reasonable care to ensure that such is the case), the information is true
and accurate in all material respects and contains no omission likely to affect the import of such
information.
This document does not constitute a prospectus for the purposes of Section 12(a)(2) of or any other
provision of or rule under the U.S. Securities Act.
You should rely only on the information contained in this Offering Memorandum. We and the Initial
Purchasers have not authorized anyone to provide you with information that is different from the
information contained herein. We are not, and the Initial Purchasers are not, making an offer of these
securities in any jurisdiction where such offer 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. This Offering Memorandum is based on information provided by us
and other sources believed by us to be reliable. The Initial Purchasers are not responsible for, and are not
making any representation or warranty to you concerning, our future performance or the accuracy or
completeness of this Offering Memorandum.
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, and this Offering Memorandum may not be distributed, in any jurisdiction except in
accordance with the legal requirements applicable in such jurisdiction. 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; neither we nor the Initial
Purchasers will have any responsibility for any of the foregoing legal requirements. See "Transfer
Restrictions".
In making an investment decision regarding the Notes offered hereby, you must rely on your own
examination of the Issuer and the terms of this Offering, including the merits and risks involved. You
should rely only on the information contained in this Offering Memorandum. We have not, and the Initial
Purchasers have not, authorized any other person to provide you with different information. If anyone
provides you with different or inconsistent information, you should not rely on it. You should assume that
the information appearing in this Offering Memorandum is accurate as of the date on the front cover of
this Offering Memorandum only. Our business, financial condition, results of operations and the
information set forth in this Offering Memorandum may have changed since that date.
You should not consider any information in this Offering Memorandum to be investment, legal or tax
advice. You should consult your own counsel, accountant and other advisors for legal, tax, business,
financial and related advice regarding purchasing the Notes. We are not, and the Initial Purchasers are
not, making any representation to any offeree or purchaser of the Notes regarding the legality of an
investment in the Notes by such offeree or purchaser under appropriate investment or similar laws. This
Offering Memorandum is to be used only for the purposes for which it has been published.
By accepting delivery of this Offering Memorandum, you agree to the foregoing restrictions, to make
no photocopies of this Offering Memorandum or any documents referred to herein and not to use any
information herein for any purpose other than considering an investment in the Notes.
We obtained the market data used in this Offering Memorandum from internal surveys, industry
sources and currently available information. Although we believe that our sources are reliable, you should
keep in mind that we have not independently verified information we have obtained from industry and
governmental sources and that information from our internal surveys has not been verified by any
independent sources. See "Market and Industry Data".
The contents of our websites do not form any part of this Offering Memorandum.
We have made an application for the Notes to be listed on the Official List of the Luxembourg Stock
Exchange and admitted to trading on the Luxembourg Stock Exchange's Euro MTF Market. This Offering
Memorandum constitutes a prospectus for the purposes of Part IV of the Luxembourg act dated July 10,
2005 on prospectuses for securities, as amended (the "Luxembourg Prospectus Law"). The Notes will not
be offered to the public in Luxembourg.
i


The information set out in relation to sections of this Offering Memorandum describing clearing and
settlement arrangements, including "Description of the Notes" and "Book-Entry, Delivery and Form", is
subject to any change in or reinterpretation of the rules, regulations and procedures of Euroclear or
Clearstream Banking currently in effect. While we accept responsibility for accurately summarizing the
information concerning Euroclear and Clearstream Banking, we accept no further responsibility in respect
of such information.
The distribution of this Offering Memorandum and the offer and sale of the Notes may be restricted
by law in certain jurisdictions. You must inform yourself about, and observe, any such restrictions. See
"--Notice to Certain European Investors", "Plan of Distribution" and "Transfer Restrictions" elsewhere in
this Offering Memorandum. You must comply with all applicable laws and regulations in force in any
jurisdiction in which you purchase, offer or sell the Notes or possess or distribute this Offering
Memorandum and must obtain any consent, approval or permission required for your purchase, offer or
sale of the Notes under the laws and regulations in force in any jurisdiction to which you are subject or in
which you make such purchases, offers or sales. We are not, and the Initial Purchasers are not, making an
offer to sell the Notes or a solicitation of an offer to buy any of the Notes to any person in any jurisdiction
except where such an offer or solicitation is permitted.
IN CONNECTION WITH THIS OFFERING, CREDIT SUISSE SECURITIES (EUROPE)
LIMITED, (THE "STABILIZING MANAGER") (OR AFFILIATES 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, THERE IS NO ASSURANCE THAT
THE STABILIZING MANAGER (OR AFFILIATES ACTING ON BEHALF OF THE STABILIZING
MANAGER) WILL UNDERTAKE STABILIZING ACTION. SUCH STABILIZING, IF
COMMENCED, MAY BE DISCONTINUED AT ANY TIME AND MUST BE BROUGHT TO AN
END NO LATER THAN THE EARLIER OF 30 CALENDAR DAYS AFTER THE ISSUE DATE OF
THE NOTES AND 60 CALENDAR DAYS AFTER THE DATE OF THE ALLOTMENT OF THE
NOTES.
NOTICE TO INVESTORS IN THE UNITED STATES
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 may not be offered or sold within the United States or to, or for the
account or benefit of, U.S. persons (as defined in Regulation S under the U.S. Securities Act
("Regulation S")) except pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the U.S. Securities Act.
The Notes are being offered and sold outside the United States in reliance on Regulation S and within
the United States to "qualified institutional buyers" ("QIBs") in reliance on Rule 144A of the
U.S. Securities Act ("Rule 144A"). Prospective purchasers are hereby notified that the sellers of the Notes
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 these and certain other restrictions on offers, sales and transfers of the
Notes and the distribution of this Offering Memorandum, see "Transfer Restrictions".
The Notes have not been approved or disapproved by the U.S. Securities and Exchange Commission
(the "SEC"), any state securities commission in the United States or any other U.S. regulatory authority,
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 in the United States.
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 applicable state securities laws pursuant to
registration thereunder or exemption therefrom. You should be aware that you may be required to bear
the financial risks of this investment for an indefinite period of time.
ii


NOTICE TO CANADIAN INVESTORS
The Notes may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that
are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection
73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103
Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the Notes must be
made in accordance with an exemption from, or in a transaction not subject to, the prospectus
requirements of applicable securities laws.
Securities legislation in certain provinces or territories of Canada may provide a purchaser with
remedies for rescission or damages if this Offering Memorandum (including any amendment thereto)
contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the
purchaser within the time limit prescribed by the securities legislation of the purchaser's province or
territory. The purchaser should refer to any applicable provisions of the securities legislation of the
purchaser's province or territory for particulars of these rights or consult with a legal advisor.
Pursuant to section 3A.3 (or, in the case of securities issued or guaranteed by the government of a
non-Canadian jurisdiction, section 3A.4) of National Instrument 33-105 Underwriting Conflicts
(NI 33-105), the Initial Purchasers are not required to comply with the disclosure requirements of NI
33-105 regarding underwriter conflicts of interest in connection with this Offering.
NOTICE TO CERTAIN EUROPEAN INVESTORS
European Economic Area
This Offering Memorandum has been prepared on the basis that any offer of Notes in any Member
State of the European Economic Area (the "EEA") (each, a "Relevant Member State") will be made
pursuant to an exemption under the Prospectus Directive from the requirement to publish a prospectus for
offers of Notes. The expression "Prospectus Directive" means Directive 2003/71/EC on the prospectus to
be published when the securities are offered to the public or admitted to trading (as amended, including by
Directive 2010/73/EU, to the extent implemented in the Relevant Member State) and includes any
relevant implementing measure in each Relevant Member State.
Prohibition of offers to EEA retail investors
The Notes are not intended to be offered, sold or otherwise made available to and should not be
offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a retail
investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1)
of Directive 2014/65/EU, as amended ("MiFID II"); or (ii) a customer within the meaning of the Insurance
Mediation Directive, where that customer would not qualify as a professional client as defined in point
(10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Directive. No
key information document required by Regulation (EU) No 1286/2014 (the "PRIIPs Regulation") for
offering or selling the Notes or otherwise making them available to retail investors in the EEA has been
prepared. Offering or selling the Notes or otherwise making them available to any retail investor in the
EEA may be unlawful under the PRIIPs Regulation.
Professional investors and ECPs only target market
Solely for the purposes of each manufacturer's product approval process, the target market
assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is
eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for
distribution of the Notes to eligible counterparties and professional clients are appropriate. The target
market and distribution channel(s) may vary in relation to sales outside the EEA in light of local regulatory
regimes in force in the relevant jurisdiction. Any person subsequently offering, selling or recommending
the Notes (a "distributor") should take into consideration the Manufacturers' target market assessment;
however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment
in respect of the Notes (by either adopting or refining the Manufacturers' target market assessment) and
determining appropriate distribution channels.
United Kingdom
The explicable provisions of the United Kingdom Financial Services and Markets Act 2000 (the
"FSMA") must be complied with in respect of anything done in relation to the Notes in, from or otherwise
iii


involving the United Kingdom. This Offering Memorandum is for distribution only to, and is only directed
at, persons who (i) have professional experience in matters relating to investments falling within 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 or (iii) are persons to
whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of
FSMA) in connection with the issue or sale of any Notes may otherwise lawfully be communicated (all
such persons together being referred to as "relevant persons"). This Offering Memorandum is 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 this document relates is available only to relevant persons
and will be engaged in only with relevant persons.
Italy
The Offering has not been registered with the Commissione Nazionale per la Società e la Borsa
("CONSOB") (the Italian securities exchange commission), pursuant to Italian securities legislation.
Accordingly, no Notes may be offered, sold or delivered, directly or indirectly nor may copies of this
Offering Memorandum or of any other document relating to the Notes be distributed in the Republic of
Italy, except in accordance with any Italian securities, tax and other applicable laws and regulations.
Each Initial Purchaser has represented and agreed that it has not offered sold or delivered, and will
not offer, sell or deliver, directly or indirectly, any Notes or distribute any copy of this Offering
Memorandum or any other document relating to the Notes in Italy except:
(a) to qualified investors (investitori qualificati), as defined pursuant to Article 100 of Legislative
Decree no. 58 of 24 February 1998 (the "Italian Securities Act") and Article 34-ter, paragraph 1,
letter (b) of CONSOB regulation No. 11971 of 14 May 1999 (the "CONSOB Regulation on
Issuers"), each as amended from time to time; and
(b) in other circumstances which are exempted from the rules on public offerings pursuant to Article
100 of the Italian Securities Act and CONSOB Regulation on Issuers.
Any offer, sale 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 paragraphs (a) or (b) above must be:
(i) made by an investment firm, bank or financial intermediary permitted to conduct such activities
in Italy in accordance with the Financial Services Act, Legislative Decree No. 385 of 1st
September 1993 (the "Consolidated Banking Act") and CONSOB Regulation No. 20307 of
15 February 2018, all as amended from time to time;
(ii) in compliance with Article 129 of the Consolidated Banking Act, as amended from time to time,
and the implementing guidelines of the Bank of Italy, as amended from time to time; and
(iii) in compliance with any other applicable laws and regulations, including any limitation or
requirement which may be imposed from time to time by CONSOB or the Bank of Italy or other
competent authority.
Any investor purchasing the Notes is solely responsible for ensuring that any offer or resale of the
Notes by such investors occurs in compliance with applicable laws and regulations.
For selling restrictions in respect of Italy, see also "--European Economic Area" above.
iv


FORWARD-LOOKING STATEMENTS
This Offering Memorandum includes "forward-looking statements" within the meaning of the
securities laws of certain applicable jurisdictions. These forward-looking statements include, but are not
limited to, all statements other than statements of historical facts contained in this Offering Memorandum,
including, without limitation, those regarding our intentions, beliefs or current expectations concerning,
among other things: our future financial conditions and performance, results of operations and liquidity;
our strategy, plans, objectives, prospects, growth, goals and targets; future developments in the markets in
which we participate or are seeking to participate; and anticipated regulatory changes in the industry in
which we operate. These forward-looking statements can be identified by the use of forward-looking
terminology, including the terms "aim," "anticipate," "believe," "continue," "could," "estimate," "expect,"
"forecast," "guidance," "intend," "may," "plan," "project," "should" or "will" or, in each case, their
negative, or other variations or comparable terminology.
By their nature, forward-looking statements involve known and unknown risks, uncertainties and
other factors because they relate to events and depend on circumstances that may or may not occur in the
future. We caution you that forward-looking statements are not guarantees of future performance and that
our actual financial condition, results of operations and cash flows, and the development of the industry in
which we operate, may differ materially from (and be more negative than) those made in, or suggested by,
the forward-looking statements contained in this Offering Memorandum. In addition, even if our financial
condition, results of operations and cash flows, and the development of the industry in which we operate,
are consistent with the forward-looking statements contained in this Offering Memorandum, those results
or developments may not be indicative of results or developments in subsequent periods. Important risks,
uncertainties and other factors that could cause these differences include, but are not limited to those
relating to:
· our international operating structure, including our operations in emerging markets;
· levels of consumption of spirits and/or wine;
· fluctuations in the price and availability of the raw materials we use;
· our ability to protect our intellectual property and maintain its value;
· our ability to realize the anticipated business growth opportunities, revenue benefits, cost synergies,
operational efficiencies and other benefits anticipated from businesses we have acquired, or may in
the future acquire, and manage any unexpected liabilities related thereto;
· fluctuations in foreign currency exchange rates;
· fluctuations in energy and freight costs;
· consolidation in the spirits industry and the concentration of our customers and concentration of
end-point distribution networks;
· the seasonality of certain of our businesses;
· our ability to remain technologically competitive, adapt to developments in technology and respond
to changes in consumer requirements;
· our ability to effectively manage our inventory in line with customer and market needs and
demands;
· the loss of one of our key manufacturing facilities;
· employee slowdown, strikes and similar actions;
· the impact of increased competition or industry-wide imbalances between supply and demand;
· defects in our products and our ability to address the cost of liabilities and/or reputational damage
in connection therewith;
· maintaining compliance with current and future environmental and health and safety standards and
regulations;
· complex litigation and disputes and any liabilities thereto;
· the use of hazardous substances used in certain of our facilities;
· our ability to attract and retain key members of management and other personnel;
v


· our international operating structure exposing us to various tax regimes;
· liabilities that may not covered by insurance;
· uncertain and/or unfavorable economic and/or political conditions;
· the United Kingdom's referendum on withdrawal from the European Union;
· civil disturbances, political instability and military action in Ukraine and Russia;
· disruptions to the operations of our computer or data processing systems;
· market perceptions concerning the instability of the euro;
· laws and other factors restricting the exchange of currencies or the expatriation of funds;
· exposure to the risk of violations of anti-corruption laws, sanctions or other similar regulations in
the countries in which we operate;
· changes in International Financial Reporting Standards;
· liabilities or sanctions under Italian law with respect to Decree 231 (as defined herein);
· our status as a publicly listed company;
· minority shareholders of certain of our subsidiaries;
· our presentation of certain financial guidance that has been provided pursuant to Italian listing
rules, which is inherently uncertain and may differ materially from actual prospective financial
results;
· our ability to generate sufficient cash to meet our debt service obligations;
· our contingent liability in respect of a put option by our Ukrainian co-investor; and
· the other factors discussed in this Offering Memorandum.
The foregoing factors and others described under "Risk Factors" should not be construed as
exhaustive. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such
forward-looking statements, which speak only as of the date hereof. We urge you to read this Offering
Memorandum, including the sections entitled "Risk Factors", "Management's Discussion and Analysis of
Financial Condition and Results of Operations", "Industry Overview" and "Business", for a more complete
discussion of the factors that could affect our future performance and the industry in which we operate.
Any forward-looking statements are only made as at the date of this Offering Memorandum and,
except as required by law or the rules and regulations of any stock exchange on which the Notes are listed,
we undertake no obligation to publicly update or publicly revise any forward-looking statement, whether as
a result of new information, future events or otherwise. All subsequent written and oral forward-looking
statements attributable to us or to persons acting on our behalf are expressly qualified in their entirety by
the cautionary statements referred to above and contained elsewhere in this Offering Memorandum,
including those set forth under "Risk Factors".
vi


MARKET AND INDUSTRY DATA
In this Offering Memorandum, we rely on and refer to information regarding our business and the
market in which we operate and compete. The market data and certain economic and industry data and
forecasts used in this Offering Memorandum were obtained from governmental and other publicly
available information, independent industry publications and reports prepared by industry consultants. In
addition to the foregoing, certain information regarding markets, market size, market share, market
position, growth rates and other industry data pertaining to our business contained in this Offering
Memorandum was estimated or derived based on assumptions we deem reasonable and from our own
research, surveys or studies conducted by third parties and other industry or general publications. Industry
publications and forecasts generally state that the information they contain has been obtained from
sources believed to be reliable, but that the accuracy and completeness of such information is not
guaranteed. While we believe that each of these studies and publications is reliable, neither we nor the
Initial Purchasers have independently verified such data and cannot guarantee their accuracy or
completeness.
In many cases, there is no readily available external information (whether from trade associations,
government bodies or other organizations) to validate market-related analyses and estimates, requiring us
to rely on our own internally developed estimates regarding the industry in which we operate, our position
in the industry, our market share and the market shares of various industry participants based on our
experience, our own investigation of market conditions and our review of industry publications, including
information made available to the public by our competitors. None of the Issuer, the Group or the Initial
Purchasers can assure you of the accuracy and completeness of, or take any responsibility for, such data.
Similarly, while we believe our internal estimates to be reasonable, these estimates have not been verified
by any independent sources and neither we nor the Initial Purchasers can assure you as to their accuracy or
the accuracy of the underlying assumptions used to estimate such data. Unless otherwise indicated, data on
our market position and market share is based on volume or revenue, depending on the geography, in each
case for the year ended December 31, 2016 available data reported by certain competitors and certain
other assumptions and estimates regarding penetration of closures and aluminum screwcaps. Our
estimates involve risks and uncertainties and are subject to change based on various factors. See
"Risk Factors", "Industry Overview" and "Business" for further discussion.
vii


PRESENTATION OF FINANCIAL AND OTHER INFORMATION
The Issuer
Space4 S.p.A. was an Italian special purpose acquisition company, incorporated as a società per azioni
incorporated under the laws of the Republic of Italy on September 19, 2017 ("Space4") for the purpose of
identifying and investing, in accordance with certain criteria, in a target company.
On July 31, 2018, Space4 acquired the majority stake in Guala Closures S.p.A., a società per azioni
incorporated under the laws of the Republic of Italy on July 26, 2000 ("Guala"), and the business unit of
GCL Holdings S.C.A. (Guala's direct parent and 100% shareholder at the time "GCL") that was
transferred (together with certain other transactions, the "Group Reorganization") to a new indirect
subsidiary of Guala in connection with the acquisition (the "Acquisition"). On August 6, 2018, Guala
merged by incorporation into Space4 (the "Merger" and together with the Acquisition and other related
transactions in connection with the Merger and the Acquisition, including the Management Share Capital
Increase (as defined herein), the "Business Combination"). On the same date as the Merger, Space4
adopted Guala's corporate name, "Guala Closures S.p.A.", and the resulting entity's ordinary shares and
market warrants were admitted to and started trading on the Star segment of the Italian Stock Exchange
(Mercato Telematico Azioniario). Therefore, the Issuer is Space4 (now called Guala Closures S.pA.).
For further information on the Business Combination referred to above, please see "Certain
Definitions" and "The Transactions".
Financial Data
Financial statements
Guala
We have presented in this Offering Memorandum the historical consolidated financial information of
Guala, comprising:
· the consolidated financial statements of Guala as of and for the year ended December 31, 2015,
audited by the Independent Auditors, and the auditor's report thereto;
· the consolidated financial statements of Guala as of and for the year ended December 31, 2016,
audited by the Independent Auditors, and the auditor's report thereto;
· the consolidated financial statements of Guala as of and for the year ended December 31, 2017,
audited by the Independent Auditors, and the auditor's report thereto; and
· the unaudited condensed consolidated interim financial statements of Guala as of and for the
six months ended June 30, 2018 and 2017.
The audited consolidated financial statements of Guala were prepared on the basis of a financial
period ending on December 31 of each year, and are presented in euro. The audited consolidated financial
statements of Guala have been prepared in accordance with IFRS as adopted by the European Union.
Guala's unaudited condensed consolidated interim financial statements as of and for the six-months ended
June 30, 2018 and 2017 have been prepared in accordance with IAS 34.
The consolidated income statement of Guala presented elsewhere in this Offering Memorandum for
the year ended December 31, 2015 has been restated following the reclassification of capitalized
development expenditure and extraordinary maintenance booked in 2015 as "Other operating income",
which in 2016 was reclassified to the caption "Work performed by the Group and capitalized". See note 35
to Guala's audited consolidated financial statements as of and for the year ended December 31, 2016 for
more information.
With respect to the unaudited interim condensed consolidated financial statements for the six months
ended June 30, 2018, included herein, the Independent Auditors have reported that they applied limited
procedures in accordance with professional standards for a review of such information. However, their
separate report included in the Guala interim condensed consolidated financial statements for the six
months ended June 30, 2018, and included herein, states that they did not audit and they do not express an
opinion on that interim financial information. Accordingly, the degree of reliance on their report on such
information should be restricted in light of the limited nature of the review procedures applied.
The historical consolidated financial statements of Guala presented in this Offering Memorandum do
not correspond to the entire perimeter of the Group as it was then operated during the periods prior to the
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