Bond Loxam Groupe 4.5% ( XS1975716595 ) in EUR

Loxam Groupe

99.47 % ▼

France

XS1975716595 ( in EUR )

4.5% per year ( payment 2 times a year)

15/04/2027

Prospectus brochure of the bond Loxam XS1975716595 en EUR 4.5%, maturity 15/04/2027

100 000 EUR

200 000 000 EUR

15/12/2025 ( Tomorrow )

Loxam is a leading European equipment rental company offering a wide range of construction, industrial, and event equipment.

The Bond issued by Loxam Groupe ( France ) , in EUR, with the ISIN code XS1975716595, pays a coupon of 4.5% per year.
The coupons are paid 2 times per year and the Bond maturity is 15/04/2027

LISTING PROSPECTUS
NOT FOR GENERAL CIRCULATION
IN THE UNITED STATES

300,000,000 2.875% Senior Secured Notes due 2026
200,000,000 4.500% Senior Subordinated Notes due 2027
We ("Loxam," the "Issuer" or the "Company") are a limited liability company (société par actions simplifiée) formed under
French law. We are offering (i) 300,000,000 principal amount of our 2.875% senior secured notes due 2026 (the "Senior Secured Notes")
and (ii) 200,000,000 principal amount of our 4.500% senior subordinated notes due 2027 (the "Senior Subordinated Notes" and, together
with the Senior Secured Notes, the "Notes").
The Senior Secured Notes will mature on April 15, 2026. We will pay interest on the Senior Secured Notes semi-annually on
each June 15 and December 15, commencing December 15, 2019, at a rate of 2.875% per annum. The Senior Secured Notes will be
guaranteed on the Issue Date by certain subsidiaries of the Issuer and will be secured by security interests with first priority under the
Intercreditor Agreement (as defined herein) in our "Loxam" trademark and 100% of the share capital of two of our subsidiaries, Loxam
Module SAS and Loxam Power SAS and by a first priority security interest over our Lavendon shares. We may redeem all or part of the
Senior Secured Notes at any time on or after April 15, 2022 at the redemption prices described in this listing prospectus. At any time prior to
April 15, 2022 we may redeem all or part of the Senior Secured Notes at a redemption price equal to 100% of their principal amount plus the
applicable premium described in this listing prospectus. At any time prior to April 15, 2022 during each 12-month period commencing on
the Issue Date (as defined herein), we may redeem up to 10% of the aggregate principal amount of the Senior Secured Notes at a redemption
price of 103% of the principal amount of the Senior Secured Notes redeemed. In addition, at any time prior to April 15, 2022 we may also
redeem up to 45% of the Senior Secured Notes with the net proceeds from certain equity offerings. Upon certain events constituting a
change of control and a specified rating decline (in each case as defined in the listing prospectus), we may be required to make an offer to
purchase the Senior Secured Notes at a price equal to 101% of the principal amount thereof. In the event of certain developments affecting
taxation, we may redeem all, but not less than all, of the Senior Secured Notes.
The Senior Subordinated Notes will mature on April 15, 2027. We will pay interest on the Senior Subordinated Notes
semi-annually on each June 15 and December 15, commencing December 15, 2019, at a rate of 4.500% per annum. The Senior
Subordinated Notes will not be guaranteed as of the Issue Date and will be expressly subordinated in right of payment to indebtedness
incurred under our Revolving Credit Facility (as defined herein), the Existing Senior Secured Notes (as defined herein), the Senior Secured
Notes offered hereby and other future senior debt. We may redeem all or part of the Senior Subordinated Notes at any time on or after April
15, 2022 at the redemption prices described in this listing prospectus. At any time prior to April 15, 2022 we may redeem all or part of the
Senior Subordinated Notes at a redemption price equal to 100% of their principal amount plus the applicable premium described in this
listing prospectus. In addition, at any time prior to April 15, 2022 we may also redeem up to 45% of the Senior Subordinated Notes with the
net proceeds from certain equity offerings. Upon certain events constituting a change of control and a specified rating decline (in each case
as defined in the listing prospectus), we may be required to make an offer to purchase the Senior Subordinated Notes at a price equal to 101%
of the principal amount thereof. In the event of certain developments affecting taxation, we may redeem all, but not less than all, of the
Senior Subordinated Notes.
This listing prospectus constitutes a prospectus for the purpose of the Luxembourg law dated July 10, 2005 on Prospectuses for
Securities, as amended. Application has been made to admit the Notes to listing on the Official List of the Luxembourg Stock Exchange and
to trading on the Euro MTF market ("Euro MTF").
This listing prospectus includes information on the terms of the Notes, including redemption prices, covenants and transfer
restrictions.

Investing in the Notes involves a high degree of risk. See "Risk Factors" beginning on page 22.
The Notes have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or the laws
of any other jurisdiction, and may not be offered or sold within the United States except pursuant to an exemption from, or i n a
transaction not subject to, the registration requirements of the Securities Act. In the United States, the offering is being made only
to "qualified institutional buyers" (as defined in Rule 144A under the Securities Act) in compliance with Rule 144A under the
Securities Act. 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 Securities Act provided by Rule 144A thereunder. Outside the United States, the offering is being made in
reliance on Regulation S under the Securities Act. See "Notice to Investors" and "Transfer Restrictions" for additional information
about eligible offerees and transfer restrictions.

Price for the Senior Secured Notes: 100%
Price for the Senior Subordinated Notes: 100%
plus accrued interest, if any, from the issue date.

Delivery of the Notes in book-entry form through Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking, S.A.
("Clearstream"), was made on April 11, 2019.

Joint Bookrunners

BNP PARIBAS
Crédit Agricole CIB
Deutsche Bank

The date of this listing prospectus is April 16, 2019.

TABLE OF CONTENTS
NOTICE TO INVESTORS ............................................................................................................................................ i
STABILIZATION ........................................................................................................................................................iii
AVAILABLE INFORMATION .................................................................................................................................. vi
CERTAIN DEFINITIONS .......................................................................................................................................... vii
PRESENTATION OF FINANCIAL AND OTHER INFORMATION ....................................................................... xi
FORWARD-LOOKING STATEMENTS .................................................................................................................. xiv
EXCHANGE RATE INFORMATION ...................................................................................................................... xvi
SUMMARY .................................................................................................................................................................. 1
SUMMARY CORPORATE AND FINANCING STRUCTURE ................................................................................. 9
THE OFFERING ......................................................................................................................................................... 11
SUMMARY CONSOLIDATED FINANCIAL INFORMATION .............................................................................. 17
RISK FACTORS ......................................................................................................................................................... 22
USE OF PROCEEDS .................................................................................................................................................. 48
CAPITALIZATION .................................................................................................................................................... 49
SELECTED CONSOLIDATED FINANCIAL INFORMATION .............................................................................. 51
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS ............................................................................................................................................................ 53
INDUSTRY ................................................................................................................................................................. 75
BUSINESS .................................................................................................................................................................. 80
MANAGEMENT ........................................................................................................................................................ 97
SHAREHOLDERS AND RELATED PARTY TRANSACTIONS .......................................................................... 101
DESCRIPTION OF CERTAIN FINANCING ARRANGEMENTS ........................................................................ 102
DESCRIPTION OF THE SENIOR SECURED NOTES .......................................................................................... 131
DESCRIPTION OF THE SENIOR SUBORDINATED NOTES ............................................................................. 209
BOOK-ENTRY, DELIVERY AND FORM ............................................................................................................. 282
TAXATION .............................................................................................................................................................. 287
CERTAIN INSOLVENCY LAW CONSIDERATIONS AND LIMITATIONS ON VALIDITY AND
ENFORCEABILITY OF THE GUARANTEES AND SECURITY INTERESTS ................................................... 293
PLAN OF DISTRIBUTION ...................................................................................................................................... 316
TRANSFER RESTRICTIONS .................................................................................................................................. 319
LEGAL MATTERS .................................................................................................................................................. 322
STATUTORY AUDITORS ...................................................................................................................................... 322
SERVICE OF PROCESS AND ENFORCEMENT OF LIABILITIES .................................................................... 323
GENERAL INFORMATION .................................................................................................................................... 326
INDEX TO THE FINANCIAL STATEMENTS ...................................................................................................... F-1

This listing prospectus may only be used where it is legal to sell these Notes and may only be used
for the purposes for which it has been published. The information in this listing prospectus may only be
accurate on the date of this listing prospectus.

NOTICE TO INVESTORS
We, having made all reasonable inquiries, confirm to the best of our knowledge, information and belief
that the information contained in this listing prospectus with respect to us and our consolidated subsidiaries and
affiliates taken as a whole and the Notes offered hereby is true and accurate in all material respects and is not
misleading, that the opinions and intentions expressed in this document are honestly held and that there are no
other facts the omission of which would make this listing prospectus as a whole misleading in any material
respect. Subject to the following paragraphs, we accept responsibility for the information contained in this
listing prospectus.
We are providing this listing prospectus only to prospective purchasers of the Notes. You should read
this listing prospectus before making a decision whether to purchase any Notes. You must not use this listing
prospectus for any other purpose or disclose any information in this listing prospectus to any other person.
This listing prospectus does 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. 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 listing prospectus may not be distributed, in any jurisdiction
except in accordance with the legal requirements applicable to such jurisdiction. You must comply with all laws
that apply to you in any place in which you buy, offer or sell any Notes or possess this listing prospectus. You
must also obtain any consents or approvals that you need in order to purchase, offer or sell any Notes or possess
or distribute this listing prospectus. We and the initial purchasers are not responsible for your compliance with any
of the foregoing legal requirements. See "Plan of Distribution."
None of us, the initial purchasers or any of our or the initial purchasers' respective representatives are
making an offer to sell the Notes in any jurisdiction except where such an offer or sale is permitted. We are
relying on exemptions from registration under the Securities Act for offers and sales of securities that do not
involve a public offering. By purchasing Notes, you will be deemed to have made the acknowledgments,
representations, warranties and agreements set forth under "Transfer Restrictions" in this listing prospectus. You
should understand that you will be required to bear the financial risks of your investment for an indefinite period
of time.
This listing prospectus is based on information provided by us and by other sources that we believe are
reliable. The initial purchasers named in this listing prospectus, the Trustee, the Security Agent, the Paying
Agent, the Registrar and the Transfer Agent make no representation or warranty, express or implied, as to the
accuracy or completeness of such information, and nothing contained in this listing prospectus is, or shall be
relied upon as, a promise or representation by the initial purchasers with respect to the Company or the Notes as
to the past or the future.
By purchasing the Notes, you will be deemed to have acknowledged that you have reviewed this listing
prospectus and have had an opportunity to request, and have received all additional information that you need
from us. No person has been authorized in connection with any offering made by this listing prospectus to
provide any information or to make any representations other than those contained in this listing prospectus.
You should carefully evaluate the information provided by the Company in light of the total mix of information
available to you, recognizing that the Company can provide no assurance as to the reliability of any information
not contained in this listing prospectus.
The information contained in this listing prospectus speaks as of the date hereof. Neither the delivery of
this listing prospectus at any time after the date of publication nor any subsequent commitment to purchase the
Notes shall, under any circumstances, create an implication that there has been no change in the information set
forth in this listing prospectus or in our business since the date of this listing prospectus.
None of us, the initial purchaser, the Trustee, the Security Agent, the Paying Agent, the Registrar, the
Transfer Agent or any of our or the initial purchaser's respective representatives are making any representation
to you regarding the legality of an investment in the Notes by you under any legal, investment or similar laws or
regulations. You should not consider any information in this listing prospectus to be legal, financial, business,
tax or other advice. You should consult your own attorney, business advisor and tax advisor for legal, financial,
business and tax and related aspects of an investment in the Notes. You are responsible for making your own
examination of the Company and our business and your own assessment of the merits and risks of investing in
the Notes.
i

You should contact the initial purchasers with any questions about this offering or if you require
additional information to verify the information contained in this listing prospectus.
Neither the U.S. Securities and Exchange Commission (the "Commission" or the "SEC") nor any state
securities commission has approved or disapproved of these securities or determined if this listing prospectus is
truthful or complete. Any representation to the contrary is a criminal offense.
This communication is only being distributed to and is only directed at (i) persons who are outside the
United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth companies, and other
persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such
persons together being referred to as "relevant persons"). The Notes are only available to, and any invitation,
offer or agreement to subscribe, purchase or otherwise acquire such Notes will be engaged in only with, relevant
persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
In addition, the Notes are subject to restrictions on transferability and resale, which are described
under the captions "Plan of Distribution" and "Transfer Restrictions." By possessing this listing prospectus or
purchasing any Note, you will be deemed to have represented and agreed to all of the provisions contained in
those sections of this listing prospectus.
The Notes will be issued in the form of one or more global notes, all of which will be deposited with
or on behalf of, Euroclear and Clearstream. Beneficial interests in the global notes will be shown on, and
transfers of beneficial interests in the global notes will be effected only through, records maintained by
Euroclear and Clearstream or their respective participants. See "Book-Entry, Delivery and Form."
We will not, nor will any of our agents, have responsibility for the performance of the obligations of
Euroclear and Clearstream or their respective participants under the rules and procedures governing their
operations, nor will we or our agents have any responsibility or liability for any aspect of the records relating to,
or payments made on account of, book-entry interests held through the facilities of any clearing system or for
maintaining, supervising or reviewing any records relating to these book-entry interests. Investors wishing to
use these clearing systems are advised to confirm the continued applicability of their rules, regulations and
procedures.
We reserve the right to withdraw this offering of the Notes at any time. We and the initial purchasers
also reserve the right to reject any offer to purchase the Notes in whole or in part for any reason or no reason and
to allot to any prospective purchaser less than the full amount of the Notes sought by it. The initial purchasers
and certain of their related entities may acquire, for their own accounts, a portion of the Notes.
ii

STABILIZATION
IN CONNECTION WITH THE ISSUE OF THE NOTES, BNP PARIBAS (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, THERE IS NO ASSURANCE THAT THE STABILIZING MANAGER (OR PERSONS
ACTING ON BEHALF OF THE STABILIZING MANAGER) WILL UNDERTAKE STABILIZATION
ACTION. ANY STABILIZATION ACTION MAY BEGIN ON OR AFTER THE DATE ON WHICH
ADEQUATE PUBLIC DISCLOSURE OF THE FINAL TERMS OF THE OFFER OF THE NOTES IS MADE
AND, IF BEGUN, MAY BE ENDED AT ANY TIME, BUT IT MUST END NO LATER THAN 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 STABILIZING MANAGER (OR PERSONS ACTING ON BEHALF OF
THE STABILIZING MANAGER) IN ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES.
Notice relating to the U.S. Securities Act
The Notes have not been and will not be registered under the Securities Act or the securities laws of
any state of the United States, 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 Securities Act. In the
United States, the offering of the Notes is being made only to "qualified institutional buyers" (as defined in Rule
144A under the Securities Act). Prospective purchasers that are qualified institutional buyers are hereby notified
that the initial purchasers of the Notes may be relying on an exemption from the provisions of Section 5 of the
Securities Act provided by Rule 144A. Outside the United States, the offering is being made in offshore
transactions (as defined in Regulation S).
Neither the U.S. Securities and Exchange Commission (the "SEC"), any state securities commission
nor any non-U.S. securities authority has approved or disapproved of these securities or determined that this
listing prospectus is accurate or complete. Any representation to the contrary is a criminal offense.
PRIIPs Regulation / Prohibition of Sales to EEA Retail Investors
The Notes are not intended to be offered or sold to and should not be offered or sold to any retail
investor in the European Economic Area ("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 Directive 2016/97/EU (as amended, the "Insurance
Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10)
of Article 4(1) of MiFID II. No key information document required by Regulation (EU) No 1286/2014 (as
amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail
investors in the EEA has been prepared. Offering or selling the Notes or otherwise making them available to any
retail investor in the EEA may be unlawful under the PRIIPs Regulation.
Each Initial Purchaser has represented and agreed that it has not offered or sold and will not offer or
sell any Notes to any retail investor (as defined above) in the EEA. For the purposes of this provision, the
expression "retail investor" means a person who is one (or more) of the following: (i) a retail client as defined in
point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive 2016/97/EU (as
amended, the "Insurance Distribution Directive"), where that customer would not qualify as a professional client
as defined in point (10) of Article 4(1) of MiFID II.
MIFID II Product Governance/Professional Investors and ECPs Only Target Market
Solely for the purposes of each of the manufacturer's product approval process the target market
assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible
counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of
the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering,
selling or recommending the Notes (a "distributor") should take into consideration the manufacturers' target
market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target
market assessment in respect of the Notes (by either adopting or refining the manufacturers' target market
assessment) and determining appropriate distribution channels.
iii

Notice to investors in the European Economic Area
In relation to each Member State of the European Economic Area (each, a "Member State"), each
initial purchaser has represented and agreed that it has not made and will not make an offer of Notes which are
the subject of the offering contemplated by this listing prospectus to the public in that Member State other than
offers:
(a)
to any legal entity which is a qualified investor as defined in the Prospectus Directive;

(b)
to fewer 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 initial purchasers 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 Notes shall result in a requirement for the publication by the Issuer or
any initial purchasers of a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a
prospectus pursuant to Article 16 of the Prospectus Directive.
For the purposes of this provision, the expression an "offer to the public" in relation to any Notes in
any 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 Member State by any measure implementing the Prospectus Directive
in that Member State and the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments
thereto, including the Directive 2010/73/EU), and includes any relevant implementing measure in the relevant
individual Member States.
Each person located in a Member State of the EEA to whom any offer of Notes is made, or who
receives any communication in respect of an offer of Notes, or who initially acquires any Notes, or to whom the
Notes are otherwise made available, will be deemed to have represented, warranted, acknowledged and agreed
to and with each Initial Purchaser and the Issuer that (i) it is a "qualified investor" within the meaning of the law
in that Member State implementing Article 2(1)(e) of Directive 2003/71/EC (the "Prospectus Directive," as
implemented in Member States of the European Economic Area (the "EEA") and any amendments thereto,
including Directive 2010/73/EU); and (ii) it is not a retail investor (as defined above).
Notice to certain European investors
France
Each initial purchaser has represented and agreed that it has not offered or sold and will not offer or sell,
directly or indirectly, any Notes to the public in France and it has not distributed or caused to be distributed and
will not distribute or cause to be distributed any Notes to the public 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) (the "AMF"). Consequently, the Notes
have not been offered or sold and will not be offered or sold, directly or indirectly, to the public in France (offre
au public de titres financiers), and neither this listing prospectus nor any offering or marketing materials relating
to the Notes must be made available or distributed in any way that would constitute, directly or indirectly, an
offer to the public in France.
This listing prospectus or any other offering material relating to the Notes and such offers, sales and
distributions have been and will be made in France only to (a) investment services providers authorized to
engage in portfolio management for the account of third parties (personnes fournissant le service
d'investissement de gestion de portefeuille pour compte de tiers) and (b) qualified investors (investisseurs
qualifiés), other than individuals, as defined in, and in accordance with, Articles L.411 2 and D.411 1 of the
French Code monétaire et financier.
Prospective investors are informed that:
(i)
neither this listing prospectus nor any other offering material relating to the Notes has been or

will be submitted for clearance to the AMF;
iv

(ii)
in compliance with Articles L.411-2 and D.411-1 of the French Code monétaire et financier,

any qualified 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 those

investors to whom offers and sales of the Notes may be made as described above may only be
made in compliance with Articles L.411-1 to L.411-4, L.412-1 and L.621-8 to L.621-8-3 of
the French Code monétaire et financier and applicable regulations thereunder.
United Kingdom

Each initial purchaser has represented and agreed that:
(a)
it 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 Financial Services and Markets Act 2000 ("FSMA")) received
by it in connection with the issue or sale of the Notes in circumstances in which Section 21(1)
of the FSMA does not apply to the Issuer; and
(b)
it has complied and will comply with all applicable provisions of the FSMA with respect to

anything done by it in relation to the Notes in, from or otherwise involving the United
Kingdom.
Notice to investors in other jurisdictions
The distribution of this listing prospectus and the offer and sale or resale of the Notes may be restricted
by law in certain jurisdictions. Persons into whose possession this listing prospectus (or any part hereof) comes
are required by us and the initial purchasers to inform themselves about, and to observe, any such restrictions.
v

AVAILABLE INFORMATION
Each purchaser of Notes from the initial purchasers will be furnished with a copy of this listing
prospectus and, to the extent provided to the initial purchasers by us, any related amendment or supplement to
this listing prospectus. So long as any Notes are outstanding and are "restricted securities" within the meaning
of Rule 144 under the Securities Act, we will, upon request, furnish to any holder or beneficial owner of the
Notes the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to permit
compliance with Rule 144A in connection with resales of the Notes if, at the time of the request, we are neither
a reporting company under Section 13 or 15(d) of the U.S. Securities Exchange Act of 1934, as amended (the
"Exchange Act"), nor exempt from reporting pursuant to Rule 12g 3-2(b) thereunder. Any such request should
be directed to the Company at 89, avenue de la Grande Armée, 75219 Paris Cedex 16, France, Attention:
Director of Finance and Administration. Telephone: +33 1 58 44 04 00.
Additionally, so long as any of the Notes are listed on the Luxembourg Stock Exchange and its rules so
require, copies of these filings, this listing prospectus and other information relating to such issuance of Notes
will be available in the specified offices of the listing agent in Luxembourg at the address listed on the inside of
the back cover of this listing prospectus. See "General Information."

vi

CERTAIN DEFINITIONS
In this listing prospectus, "we," "us," "our" and "Group" refer to Loxam S.A.S. and its consolidated
subsidiaries, unless the context otherwise requires, and the "Company" and "Issuer" refer to Loxam S.A.S.
In this listing prospectus, references to "euros" or "" are to the euro, the official currency of the
European Union member states participating in the European Monetary Union, references to "$," "U.S.$" and
"U.S. dollars" are to the United States dollar, the official currency of the United States, and references to
"pounds sterling" or "£" are to the British pound sterling, the official currency of the United Kingdom.
In addition, unless indicated otherwise, or the context otherwise requires, references in this listing
prospectus to:

"2017 Acquisitions" are to the acquisitions of Lavendon, Hune Group, the Danish operations of

Cramo Plc, the operations of Nacanco SpA and Swan Plant Hire and to the 24% increase in stake
of shares in Degraus;

"2020 Senior Subordinated Notes" are to the 300 million principal amount of 7.375% Senior

Subordinated Notes due 2020 issued on January 24, 2013 and redeemed in May 2016;

"2021 Senior Secured Notes" are to the 410 million principal amount of 4.875% senior secured

notes due 2021 issued on July 23, 2014 and which were partially repaid in the amount of 110.7
million in August 2017 and in the amount of 60 million in July 2018;

"2021 Senior Secured Notes Indenture" are to the indenture governing the 2021 Senior Secured

Notes;

"2022 Senior Secured Notes" are to the 300 million principal amount of 3.500% senior secured

notes due 2022 issued on April 4, 2017;

"2022 Senior Secured Notes Indenture" are to the indenture governing the 2022 Senior Secured

Notes issued on April 4, 2017;

"2022 Senior Subordinated Notes" are to the 250 million principal amount of 7.000% senior

subordinated notes due 2022 issued on July 23, 2014 and which were partially repaid in the
amount of 25 million in July 2018;

"2022 Senior Subordinated Notes Indenture" are to the indenture governing the 2022 Senior

Subordinated Notes;

"2023 Senior Secured Notes" are to the 250 million principal amount of 3.500% senior secured

notes due 2023 issued on May 3, 2016;

"2023 Senior Secured Notes Indenture" are to the indenture governing the 2023 Senior Secured

Notes;

"2024 Senior Secured Notes" are to the 300 million principal amount of 4.250% senior secured

notes due 2024 issued on April 4, 2017;

"2024 Senior Secured Notes Indenture" are to the indenture governing the 2024 Senior Secured

Notes issued on April 4, 2017;

"2025 Senior Subordinated Notes" are to the 250 million principal amount of 6.000% senior

subordinated notes due 2025 issued on April 4, 2017;

"2025 Senior Subordinated Notes Indenture" are to the indenture governing the Senior

Subordinated Notes issued on April 4, 2017;

"Auditors" are to our statutory auditors, KPMG Audit (a division of KPMG SA) and Constantin

Associés (a member of Deloitte Touche Tohmatsu Limited);
vii

"Bilateral credit facilities" are to the senior unsecured loans borrowed by us and certain of our

subsidiaries under various credit lines and instruments;

"Constant exchange rates" are to calculations of financial measures applying the prior year's

exchange rates to the most recent period being compared, in order to neutralize the impact of
foreign currency translation to the euro;

"Constant perimeter" are to calculations of financial measures that eliminate the impact of results

(or losses) generated by businesses which were acquired during the two consecutive financial
periods being compared in order to neutralize the impact of acquisitions. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations--Factors Affecting
Comparability of Results";

"Degraus" are to Degraus Andaimes, Maquinas e Equipamentos Para Construção Civil S.A., a

Brazilian equipment rental company in which we have a 50.1% stake following share capital
purchases in April 2016 and October and December 2017;

"EBITDA" are to profit from ordinary operations plus depreciation and amortization of fixed

assets;

"EBITDA margin" are to EBITDA divided by revenue for the corresponding period;

"Existing Indentures" are to the Existing Senior Secured Notes Indentures and the Existing Senior

Subordinated Notes Indentures;

"Existing Notes" are to the Existing Senior Secured Notes and the Existing Senior Subordinated

Notes;

"Existing Senior Secured Notes" are to the 2021 Senior Secured Notes, the 2022 Senior Secured

Notes, the 2023 Senior Secured Notes and the 2024 Senior Secured Notes;

"Existing Senior Secured Notes Indentures" are to the 2021 Senior Secured Notes Indenture, the

2022 Senior Secured Notes Indenture, the 2023 Senior Secured Notes Indenture and the 2024
Senior Secured Notes Indenture;

"Existing Senior Subordinated Notes" are to the 2022 Senior Subordinated Notes and the 2025

Senior Subordinated Notes;

"Existing Senior Subordinated Notes Indentures" are to the 2022 Senior Subordinated Notes

Indenture and the 2025 Senior Subordinated Notes Indenture;

"Free cash flow" are to EBITDA less net capital expenditures, other operating income and

expense (excluding non-cash operating income and expense), financial income and expense
(excluding non-cash financial income and expense), taxes (excluding deferred taxes), capital gains
on fleet disposals and certain other income and expenses and changes in working capital
requirements. This definition is used for presentation of financial information only and does not
correspond to the term Consolidated Cash Flow used in the section "Description of the Senior
Secured Notes" and "Description of the Senior Subordinated Notes";

"Gardemann Disposal" are to our disposal of 26 branches acquired as part of the Lavendon

Acquisition;

"Gross book value" are to the total acquisition cost of the fleet equipment;

"Gross debt" or "total debt" are to loans and debt owed to credit institutions, bonds, lease

liabilities, bank overdrafts and other financial debt, plus accrued interest on debt, less capitalized
debt issuance costs;

"Guarantee" or "Guarantees" are to guarantees of the Senior Secured Notes or any future

guarantees of the Senior Subordinated Notes, as the case may be;
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