Bond Verisure Group 3.875% ( XS2204842384 ) in EUR

Issuer Verisure Group
Market price refresh price now   99.39 %  ▼ 
Country  Sweden
ISIN code  XS2204842384 ( in EUR )
Interest rate 3.875% per year ( payment 2 times a year)
Maturity 14/07/2026



Prospectus brochure of the bond Verisure Holdings XS2204842384 en EUR 3.875%, maturity 14/07/2026


Minimal amount /
Total amount /
Next Coupon 15/07/2025 ( In 71 days )
Detailed description Verisure Holdings is a leading provider of monitored security systems for residential and small business customers across Europe and Latin America, offering a range of services including intrusion detection, video surveillance, and emergency response.

The Bond issued by Verisure Group ( Sweden ) , in EUR, with the ISIN code XS2204842384, pays a coupon of 3.875% per year.
The coupons are paid 2 times per year and the Bond maturity is 14/07/2026







OFFERING MEMORANDUM
NOT FOR GENERAL DISTRIBUTION
IN THE UNITED STATES
Verisure Holding AB (publ)
800,000,000 37/8% Senior Secured Notes due 2026
Verisure Holding AB (publ) (the "Issuer"), a public limited liability company existing under the laws of Sweden, is offering (the "Offering")
800.0 mil ion aggregate principal amount of its 3% Senior Secured Notes due 2026 (the "Notes"). The Notes will be issued under an
indenture (the "Indenture") to be dated as of July 20, 2020 (the "Issue Date"), among, inter alios, the Issuer, the Guarantors (as defined
below), Wilmington Trust, National Association, as trustee for the Notes (the "Trustee") and Wilmington Trust (London) Limited, as security
agent (the "Security Agent").
The Notes wil bear interest at a rate of 3% per annum, payable semi-annually in arrears on January 15 and July 15 of each year,
commencing on January 15, 2021. Prior to July 15, 2022, the Issuer will be entitled at its option to redeem all or part of the Notes at a price
equal to 100% of the principal amount thereof plus a "make-whole" premium. In addition, prior to July 15, 2022, the Issuer may redeem at
its option up to 40% of the original principal amount of the Notes with the net proceeds from certain equity offerings at the redemption price
set forth in this offering memorandum, provided that at least 50% of the original principal amount of the Notes remains outstanding. Prior to
July 15, 2022, during each 12-month period commencing on the Issue Date, the Issuer may redeem up to 10% of the original aggregate
principal amount of the Notes at its option, from time to time, at a redemption price equal to 103% of the principal amount of the Notes
redeemed, plus accrued and unpaid interest and additional amounts, if any. At any time on or after July 15, 2022, the Issuer may redeem
all or part of the Notes at the redemption prices set forth in this offering memorandum. In addition, the Issuer may redeem all, but not part,
of the Notes at a price equal to 100% of the principal amount, plus accrued and unpaid interest and additional amounts, if any, upon the
occurrence of certain changes in applicable tax law. If a change of control occurs, each holder of the Notes may require the Issuer to
repurchase all or a portion of its Notes at 101% of the principal amount thereof, plus accrued and unpaid interest and additional amounts,
if any, to but excluding the date of purchase.
The Notes wil be senior secured obligations of the Issuer. On the Issue Date, the Notes will be guaranteed (the "Guarantees") on a senior
basis by Verisure Midholding AB (publ) (the "Senior Notes Issuer"), ESML SD Iberia Holding, S.A.U., Securitas Direct España, S.A.U.,
Securitas Direct AB (publ), Securitas Direct Sverige AB, Verisure Sverige AB, Securitas Direct Portugal, Unipessoal Lda., Verisure Holding
AS, Verisure AS, Verisure, Verisure International AB, Verisure A/S and Verisure Sàrl (collectively, the "Guarantors"). The Guarantors also
guarantee the obligations under the Existing Notes (as defined herein). On the Issue Date, the Notes wil be secured by first priority security
interests in the Closing Collateral (as defined herein). Within 30 business days of the Issue Date, subject to extension under the
circumstances described herein (the "Post-Closing Date"), the Notes will be secured by first-priority security interests in the Post-Closing
Collateral (as defined herein, and together with the Closing Collateral, the "Collateral"). The Collateral also secures, or will secure, the
obligations under the New Senior Facilities Agreement, the Existing Senior Secured Notes and the Existing Senior Facilities Agreement
(each as defined herein) on a first-priority basis. The validity and enforceability of the Guarantees and the Collateral will be subject to the
limitations described in "Insolvency Considerations and Limitations on Validity and Enforceability of the Guarantees and the Collateral."
Application will be made to list the Notes on the Securities Official List of the Luxembourg Stock Exchange (the "Exchange"). There can be
no assurance that the Notes wil be listed on the Securities Official List of the Exchange or that such listing will be maintained.
See "Risk Factors" beginning on page 31 for a discussion of certain risks that you should consider in connection with an
investment in the Notes.
The Notes and the 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 state or other jurisdiction 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 in the United States only to qualified institutional buyers ("QIBs") in reliance on Rule 144A under the U.S. Securities
Act ("Rule 144A"), and to certain non-U.S. persons in offshore transactions outside the United States in reliance on Regulation S.
Prospective purchasers that are QIBs are hereby notified that the seller 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. The Notes and the Guarantees are not transferable except in accordance
with the restrictions described under "Transfer Restrictions."
Offering price for the Notes: 100.000% ("issue price") plus accrued interest, if any, from the Issue Date
The Notes wil be issued in the form of one or more global notes in registered form. The Notes will initially be issued in denominations of
100,000 and integral multiples of 1,000 in excess thereof; provided that the Notes may only be transferred in amounts of 100,000 and
integral multiples of 1,000 in excess thereof. We expect the global notes to be delivered through Euroclear Bank SA/NV ("Euroclear") and
Clearstream Banking, S.A. ("Clearstream") on or about the Issue Date.
Joint Global Coordinators and Joint Bookrunners
Goldman Sachs International
BofA Securities
Morgan Stanley
(Sole Physical Bookrunner)
Joint Bookrunners
Citigroup
Deutsche Bank
J.P. Morgan
Nomura
The date of this offering memorandum is August 17, 2020.


IMPORTANT INFORMATION
This offering memorandum has been prepared by the Issuer solely for use in connection with the proposed
offering of the Notes.
The Issuer, having made all reasonable enquiries, confirms that, to the best of its knowledge, information and
belief (having taken all reasonable care to ensure that such is the case), this offering memorandum contains all
information that is material in the context of the issuance and offering of the Notes and the Guarantees, that
the information contained in this offering memorandum is true and accurate in all material respects and is
not misleading in any material respect and that there are no other facts the omission of which would make
this offering memorandum or any such information misleading in any material respect. The information
contained in this offering memorandum is as of the date hereof.
Goldman Sachs International, BofA Securities Europe SA, Morgan Stanley & Co. International plc, Citigroup
Global Markets Limited, Deutsche Bank AG, London Branch, J.P. Morgan Securities plc and Nomura
International plc (each an "Initial Purchaser" and collectively, the "Initial Purchasers") or any employee of the
Initial Purchasers has authorized the contents or circulation of this offering memorandum and does not assume
any responsibility for, and will not accept any liability for, any loss suffered as a result of, arising out of, or in
connection with this document or any of the information or opinions contained in it.
In making an investment decision, you should rely only on the information contained in this offering
memorandum. None of the Issuer, the Guarantors or any of the Initial Purchasers has authorized anyone to
provide you with information that is different from the information contained herein. If given, any such
information should not be relied upon. None of the Issuer, the Guarantors or any of the Initial Purchasers is
making an offer of the Notes in any jurisdiction where the Offering is not permitted. You should not assume
that the information contained in this offering memorandum is accurate as of any date other than the date on
the front of this offering memorandum.
Market data and certain industry forecasts and statistics in this offering memorandum have been obtained from
both public and private sources, including market research, publicly available information and industry and
consultant publications. Although the Issuer and the Guarantors accept responsibility for the accurate
extraction and summarization of such information and data, the Issuer and the Guarantors have not
in any way independently verified the accuracy of such information and data and they accept no further
responsibility in respect of such information and data. In addition, the information set out in relation to sections
of this offering memorandum describing clearing arrangements, including the sections entitled "Description
of Notes" and "Book-Entry, Delivery and Form," is subject to any change in, or reinterpretation of the rules,
regulations and procedures of Euroclear and Clearstream currently in effect. While the Issuer accepts
responsibility for accurately summarizing the information concerning Euroclear and Clearstream, it
accepts no further responsibility in respect of such information.
The Issuer reserves the right to withdraw the Offering at any time. The Issuer is making the Offering subject
to the terms described in this offering memorandum, the purchase agreement (the "Purchase Agreement")
relating to the Notes to be entered into, inter alios, between the Issuer and the Initial Purchasers. The Issuer
and the Initial Purchasers may reject any offer to purchase the Notes in whole or in part, sell less than the
entire principal amount of the Notes offered hereby or allocate to any purchaser less than all of the Notes
for which it has subscribed.
The Initial Purchasers and their respective directors, affiliates, advisors and representatives make no
representation or warranty, express or implied, as to, and assume no responsibility for, the accuracy or
completeness of the information contained in this offering memorandum. Nothing contained in this offering
memorandum is, or shall be relied upon as, a promise or representation by the Initial Purchasers or their
respective directors, affiliates, advisors or representatives as to the past or the future. The Issuer and the
Guarantors have furnished the information contained in this offering memorandum.
In connection with this new issue of Notes, the Initial Purchasers do not act for or provide services, including
providing any advice, in relation to this new issue of Notes to any person other than the Issuer. The Initial
Purchasers will not regard any person other than the Issuer, including actual or prospective holders of the
Notes,
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as their client in relation to this new issue of Notes. Accordingly, the Initial Purchasers wil not be responsible to
anyone other than the Issuer for providing the protections (regulatory or otherwise) afforded to its clients.
The Initial Purchasers will provide you with a copy of this offering memorandum and any related amendments
or supplements. By receiving this offering memorandum, you acknowledge that you have had an opportunity to
ask questions of the Issuer and that you have received all answers you deem necessary to verify the accuracy
and completeness of the information contained in this offering memorandum. You also acknowledge that you
have not relied on the Initial Purchasers or their respective directors, affiliates, advisors or representatives in
connection with your investigation of the accuracy of this information or your decision whether to invest in the
Notes. In accordance with normal and accepted market practice, neither the Trustee, the Security Agent, the
Paying Agent (as defined below), the Registrar (as defined below), nor the Transfer Agent (as defined below)
is responsible for the contents of this offering memorandum or expresses any opinion as to the merits of the
Notes under this offering memorandum.
In making an investment decision, you must rely solely on the information contained in this offering
memorandum and your own examination of the Issuer and the Guarantors and their respective subsidiaries and
the terms of the Offering, including the merits and risks involved. In addition, none of the Issuer, the Guarantors,
their respective directors, subsidiaries and affiliates, the Initial Purchasers and none of any of their respective
directors, affiliates, advisors or representatives, are making any representation to you regarding the legality of
an investment in the Notes, and you should not construe anything in this offering memorandum as legal,
business, financial or tax advice. You should consult your own advisers as to legal, tax, business, financial and
related aspects of an investment in the Notes. You must comply with all laws applicable in any jurisdiction in
which you buy, offer or sell the Notes or possess or distribute this offering memorandum, and you must obtain
all applicable consents and approvals; none of the Issuer, the Guarantors, their respective subsidiaries and
affiliates, the Initial Purchasers or their respective directors, affiliates, advisors or representatives shall have any
responsibility for any of the foregoing legal requirements. The distribution of this offering memorandum and the
Offering and sale of the Notes in certain jurisdictions may be restricted by law. You should refer to "Plan of
Distribution" and "Transfer Restrictions."
The Notes wil be available in book-entry form only. We expect that the Notes sold pursuant to this offering
memorandum will be issued in the form of one or more global notes. The global notes will be deposited and
registered in the name of a common depositary for Euroclear and Clearstream. Transfers of interests in the
global notes will be effected through records maintained by Euroclear and Clearstream, respectively, and their
respective participants. The Notes will not be issued in definitive registered form except under the circumstances
described in the section "Book-Entry, Delivery and Form."
Application has been made to list the Notes on the Securities Official List of the Luxembourg Stock Exchange
(the "Exchange"), without admission to trading on one of the securities markets operated by the Exchange or
any other market.
Please refer to the sections in this offering memorandum entitled "Plan of Distribution" and "Transfer
Restrictions" for a description of certain further restrictions on offers and sales of Notes and distribution of this
offering memorandum.
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 Investors in the United Kingdom and the European Economic Area
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 Regulation from the requirement to produce a prospectus for offers of the
Notes. The expression "Prospectus Regulation" means Regulation (EU) 2017/1129 (as amended or
superseded), and includes any relevant implementing measure in each member state ("EU Member State") of
the European Economic Area (the "EEA") or the United Kingdom.
ii



Accordingly, any person making or intending to make any offer within the EEA or the United Kingdom of the
Notes should only do so in circumstances in which no obligation arises for us or the Initial Purchasers to produce
a prospectus for such offer. Neither we nor the Initial Purchasers have authorized, nor do authorize, the making
of any offer of Notes through any financial intermediary, other than offers made by the Initial Purchasers, which
constitute the final placement of the Notes contemplated in this offering memorandum.
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 or the United Kingdom. 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"); (i ) 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; or (iii) not a "qualified investor" as defined in the
Prospectus Regulation. Consequently no key information document required by Regulation (EU) No 1286/2014
(as amended, the "PRIIPs Regulation") for offering or sel ing the Notes or otherwise making them available to
retail investors in the EEA or the United Kingdom has been prepared and therefore offering or selling the Notes
or otherwise making them available to any retail investor in the EEA or the United Kingdom may be unlawful
under the PRIIPs Regulation.
For the purposes of this section, the expression an "offer of notes to the public" in relation to any Notes in any
EU Member State or the United Kingdom 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 EU Member State or the United Kingdom
by any measure implementing the Prospectus Regulation in that EU Member State or the United Kingdom.
Professional investors and ECPs (as defined below) only target market: Solely for the purposes of each
manufacturer's approval process of the Notes, 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 ("ECPs") and professional clients
only, each as defined in MiFID II; and (ii) al channels for distribution of the Notes to ECPs and professional
clients are appropriate. Any person subsequently offering, sel ing or recommending the Notes (a "distributor")
should take into consideration the manufacturers' target market assessment; however, and without prejudice to
our obligations in accordance with MiFID II, 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.
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 Prospectus Regulation nor any other Swedish enactment. Neither the Swedish
Financial Supervisory Authority (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 Prospectus Regulation.
Notice to Spanish Investors
The Notes may not be sold, offered or distributed in Spain except in accordance with the requirements of the
Royal Legislative Decree 4/2015, of October 23, approving the amended and restated text of the Spanish
Securities Market Law (Real Decreto Legislativo 4/2015, de 23 de octubre, por el que se aprueba el texto
refundido de la Ley del Mercado de Valores), as amended and restated, and Royal Decree 1310/2005, of
November 4, 2005 on the listing of securities, public offers and applicable prospectus (Real Decreto 1310/2005,
de 4 de noviembre, por el que se desarrol a 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"). 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 Spanish
Securities Market Law. Neither the Notes, the 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 or sale of Notes in Spain.
Notice to Portuguese Investors
Neither the Offering, nor the Notes have been approved by the Portuguese Securities and Exchange
Commission (Comissão do Mercado de Valores Mobiliários, the "CMVM") or by any other competent authority
iii



of another EU Member State and notified to the CMVM. The Notes may not, directly or indirectly, be offered or
sold in Portugal, and neither can the offering memorandum, any prospectus, form of application, advertisement
or other document or information relating to the Notes be distributed or published in Portugal and no action has
been or will be taken in the future that would permit a public offering of any of the Notes in Portugal or for this
offering memorandum to be distributed or published in Portugal. Accordingly, no Notes may be offered, sold or
distributed, except under circumstances that will not be considered as a public offering under article 109 of the
Portuguese Securities Code (Código dos Valores Mobiliários) approved by Decree-Law no. 486/99, of
13 November, republished by Law no. 35/2018, of 20 July, which has implemented MiFID II into Portuguese
national law and last amended by Decree-Law no. 144/2019, of 23 September (the "PSC"). As a result, the
Offering, and any material relating to the Offering, is addressed solely to, and may only be accepted by, any
persons or legal entities that are resident in Portugal or that wil hold the Notes through a permanent
establishment in Portugal (each a "Portuguese Investor") to the extent that the Portuguese Investors are
deemed professional investors (investidores profissionais) (each a "Portuguese Professional Investor") under
paragraphs 1 and 4 of article 30 of the PSC.
Notice to U.K. Investors
This offering memorandum is only being distributed to and is only directed at (i) persons who are outside the
United Kingdom, (ii) persons who have professional experience in matters relating to investments and are
investment professionals as defined within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Order"), (iii) high net worth bodies corporate and any other person falling
within Article 49(2)(a) to (d) of the Order, or (iv) 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 (as
amended), or "FSMA"), and any other persons to whom it may otherwise lawful y be made in accordance with
the Order or Section 21 of the FSMA (all such persons together being referred to as "relevant persons").
Notice to Swiss Investors
The offering of the Notes in Switzerland is exempt from the requirement to prepare and publish a prospectus
under the Swiss Financial Services Act ("FinSA") because the Notes have a minimum denomination of
CHF 100,000 (or equivalent in another currency) or more, and further because the Notes qualify as money
market instruments.
The Notes have not been and wil not be listed or admitted to trading on a trading venue (i.e. exchange or
multilateral trading facility) in Switzerland. This offering memorandum does not constitute a prospectus pursuant
to the FinSA, and no such prospectus has been or wil be prepared for or in connection with the offering of the
Notes.
Notice to Norwegian Investors
This offering memorandum is not a prospectus and has not been prepared in accordance with the prospectus
requirements provided for in the Norwegian Securities Trading Act of 2007 nor any other Norwegian enactment.
Neither the Norwegian Financial Supervisory Authority (Finanstilsynet) nor any other Norwegian 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 Norway other than in circumstances that constitute an exemption
from the requirement to prepare a prospectus under the Norwegian Securities Trading Act of 2007.
Notice to French Investors
This offering memorandum has not been prepared and is not being distributed in the context of an offer to the
public of financial securities in France within the meaning of Article L.411-1 of the French Code monétaire et
financier and Title 1 of Book II of the Règlement Général de l'Autorité des Marchés Financiers, and has not
been approved by, registered or filed with the Autorité des marchés financiers (the "AMF"), nor any competent
authority of another Member State of the EEA or the United Kingdom that would have notified its approval to
the AMF under the Prospectus Regulation as implemented in France and in any Relevant Member State.
Therefore, the Notes may not be, directly or indirectly, offered or caused to be offered or sold to the public in
France (offre au public de titres financiers) and this offering memorandum and any other offering or marketing
material or information relating to the Notes has not been and will not be released, issued or distributed or
caused to be released, issued or distributed to the public in France or used in connection with any offer for
subscription or sales of the Notes to the public in France in any way that would constitute, directly or indirectly,
an offer to the public in France. Offers, sales and distributions have only been and shall only be made in France
to qualified investors (investisseurs qualifiés) acting solely for their own account (agissant pour compte propre)
and/or to providers of investment services relating to portfolio management for the account of third parties
iv



(personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers), al as
defined in and in accordance with Articles L.411-1, 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 (a) this offering
memorandum has not been and will not be submitted for clearance to the AMF, (b) 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 qualified investors subscribing for the Notes should be acting for their own account (agissant pour compte
propre) and (c) the direct and indirect distribution or sale to the public of the Notes acquired by them may only
be made in compliance with Articles L.411-1, L.411-2, L.412-1 and L.621-8 through L. 621-8-3 of the French
Code monétaire et financier.
Notice to Danish Investors
This offering memorandum is not a prospectus and has not been filed with or approved by the Danish Financial
Supervisory Authority (Finanstilsynet) or any other regulatory authority in Denmark. The Notes have not been
offered or sold and may not be offered, sold, or delivered directly or indirectly in Denmark, unless in compliance
with, as applicable, the Danish Capital Markets Act (Consolidated Act No. 377 of 2 April 2020 as amended and
supplemented from time to time (lov om kapitalmarkeder)) and the executive orders (bekendtgørelser) issued
thereunder, and in compliance with the Prospectus Regulation (Regulation 2017/1129/EU) and in compliance
with Executive Order No. 1580 of 17 December 2018 on Investor Protection in connection with Securities
Trading, as amended from time to time, issued pursuant to the Danish Financial Business Act (lov om finansiel
virksomhed).
Notice Regarding U.S. Securities Laws
THE NOTES OFFERED PURSUANT TO THIS OFFERING MEMORANDUM HAVE NOT BEEN AND WILL
NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT, AND ARE BEING OFFERED AND SOLD ONLY
TO: (1) QUALIFIED INSTITUTIONAL BUYERS ("QIBs") WITHIN THE MEANING OF RULE 144A UNDER THE
U.S. SECURITIES ACT OR (2) NON-U.S. PERSONS OUTSIDE THE UNITED STATES IN "OFFSHORE
TRANSACTIONS" AS DEFINED IN, AND IN ACCORDANCE WITH, REGULATION S. THE TERM "U.S.
PERSON" HAS THE MEANING GIVEN TO IT IN REGULATION S.
ANY PERSON WHO PURCHASES OR ACQUIRES THE NOTES WILL BE DEEMED TO HAVE
REPRESENTED, WARRANTED AND AGREED, BY ACCEPTING DELIVERY OF THIS OFFERING
MEMORANDUM OR DELIVERY OF THE NOTES, THAT IT IS (A) A QIB, OR (B) A PERSON WHO IS NOT A
U.S. PERSON AND PURCHASING OR ACQUIRING THE NOTES OUTSIDE THE UNITED STATES IN
COMPLIANCE WITH RULE 903 OF REGULATION S IN AN "OFFSHORE TRANSACTION" AS DEFINED IN
REGULATION S.
IN ADDITION, UNTIL 40 DAYS AFTER THE LATTER OF THE ISSUE DATE AND THE DATE ON WHICH THE
NOTES WERE FIRST OFFERED TO PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED IN
REGULATION S), AN OFFER OR SALE OF THE NOTES WITHIN THE UNITED STATES BY A
BROKER/DEALER (WHETHER OR NOT PARTICIPATING IN THE OFFERING OF THE NOTES) MAY
VIOLATE THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT IF SUCH OFFER OR
SALE IS MADE OTHERWISE THAN IN ACCORDANCE WITH AN APPLICABLE EXEMPTION FROM
REGISTRATION UNDER THE U.S. SECURITIES ACT.
Stabilization
IN CONNECTION WITH THIS OFFERING, GOLDMAN SACHS INTERNATIONAL (THE "STABILIZING
MANAGER", OR PERSONS ACTING ON BEHALF OF THE STABILIZING MANAGER), MAY OVER-ALLOT
THE NOTES DURING THE STABILIZATION PERIOD 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 ACTION 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 BE ENDED
AT ANY TIME, BUT MUST END NO LATER THAN 30 CALENDAR DAYS AFTER THE DATE ON WHICH THE
ISSUER RECEIVED THE PROCEEDS OF THE ISSUE, OR NO LATER THAN 60 CALENDAR DAYS AFTER
THE DATE OF ALLOTMENT OF THE NOTES, WHICHEVER IS EARLIER. 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.
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FORWARD-LOOKING STATEMENTS
This offering memorandum contains forward-looking statements, including statements about market trends and
our strategy, investments, future operations, industry forecasts, domestic, regional and global economic
conditions and supply and demand levels, competition in our geographies, regulatory framework and levels of
leverage and indebtedness. Forward-looking statements provide our current expectations, intentions or
forecasts of future events. Forward-looking statements include statements about expectations, beliefs, plans,
objectives, intentions, assumptions and other statements that are not statements of historical fact. Words or
phrases such as "anticipate," "believe," "continue," "ongoing," "estimate," "expect," "intend," "may," "plan,"
"potential," "predict," "project," "target," "seek" or similar words or phrases, or the negatives of those words or
phrases, may identify forward-looking statements, but the absence of these words does not necessarily mean
that a statement is not forward-looking.
Forward-looking statements are subject to known and unknown risks and uncertainties and are based on
potentially inaccurate assumptions that could cause actual results to differ materially from those expected or
implied by the forward-looking statements. Our actual results could differ materially from those anticipated in
our forward-looking statements for many reasons, including the factors described in the section entitled "Risk
Factors" in this offering memorandum. In addition, even if our actual results 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. For example, factors that could cause our actual
results to vary from projected future results include, but are not limited to:

our ability to compete effectively in our industry;

rapid changes in technology and our ability to successfully manage and address customer expectations;

adverse changes in general economic conditions;

our ability to retain our existing customers and to acquire new subscribers on a cost effective basis;

our exposure in Iberia (Spain and Portugal);

our ability to compete effectively with bundled products and services that may be offered by certain of
our potential competitors;

privacy concerns and potential security breaches;

compliance with regulations regarding the use of personal customer data;

costs associated with potential competition with our former parent or disputes over our primary brand
name;

costs associated with our continued investment in building our brands;

difficulties we may face in increasing our subscriber base or our subscription fees or up-selling new
products to our current subscribers;

increasing operating costs and inflation risks and inability to realize efficiencies and cost savings
associated with implementation of our FOG program;

increased labor costs in the jurisdictions in which we operate;

prolonged disruption of our monitoring centers;

disruption as a result of COVID-19;

product defects or shortfalls in our customer service;

possible liability associated with our ability to respond adequately to alarm activations;

costs of complying with current or future regulatory requirements;

false alarm ordinances introduced by local governments;
vi




disruptions in our supply chain;

costs arising from our warranty obligations;

insufficient insurance coverage;

costs arising from unauthorized use of, or disputes involving, our proprietary technology;

our ability to effectively manage our growth into new geographies;

our exposure to risks associated with foreign currency fluctuations;

impairment losses resulting from potential declines in the fair value of our assets;

costs arising from legal and arbitration proceedings;

our dependence on our experienced senior management team, who would be difficult to replace;

market perceptions regarding the instability of the euro and the possible introduction of individual
currencies within the Eurozone;

risks associated with our ultimate principal shareholder's interests being inconsistent with our own;

our significant leverage, which may make it difficult for us to service our debt and operate our business;
and

risks associated with our structure and the terms of the Notes and other indebtedness.
These risks and others described under "Risk Factors" are not exhaustive. Other sections of this offering
memorandum describe additional factors that could adversely affect our results of operations, financial
condition, liquidity and the development of the industry or the regulatory regimes under which we operate. New
risks can emerge from time to time, and it is not possible for us to predict all such risks, nor can we assess the
impact of all such risks on our business or the extent to which any risks, or combination of risks and other
factors, may cause actual results to differ materially from those contained in any forward looking statements.
Given these risks and uncertainties, you should not rely on forward looking statements as a prediction of actual
results.
Any forward looking statements are only made as of the date of this offering memorandum, and we do not
intend, and do not assume any obligation, to update forward looking statements set forth in this offering
memorandum. You should interpret all subsequent written or oral forward looking statements attributable to us
or to persons acting on our behalf as being qualified by the cautionary statements in this offering memorandum.
As a result, you should not place undue reliance on these forward looking statements.
vii



PRESENTATION OF FINANCIAL AND OTHER INFORMATION
Financial Statements and Other Financial Information
This offering memorandum includes:

the audited consolidated financial statements of the Senior Notes Issuer as of and for the years ended
December 31, 2019, 2018 and 2017 prepared in accordance with International Financial Reporting
Standards as adopted by the European Union ("IFRS"), which have been audited by
PricewaterhouseCoopers AB; and

the unaudited condensed consolidated interim financial statements of the Senior Notes Issuer as of and
for the three months ended March 31, 2020 and 2019 prepared in accordance with International
Accounting Standards 34, Interim Financial Reporting ("IAS 34").
Comparability of Financial Statements
The audited consolidated financial statements of the Senior Notes Issuer as of and for the year ended
December 31, 2017 are not directly comparable with the audited consolidated financial statements of the Senior
Notes Issuer as of and for the years ended December 31, 2018 and 2019, and the unaudited condensed
consolidated interim financial statements of the Senior Notes Issuer as of and for the three months ended March
31, 2020 and 2019. This is due primarily to: (i) the adoption of IFRS 15; (i ) certain changes in accounting policy
to reclassify certain revenue as other income; (iii) the introduction of Adjacencies as a new reporting segment,
each of which took effect as of January 1, 2018; and (iv) the implementation of IFRS 9. IFRS 9 took effect as of
January 1, 2018. The Senior Notes Issuer has chosen to adopt the standard using the modified retrospective
approach, which means that the cumulative impact of the IFRS 9 adoption of 99.2 million has been recognized
in retained earnings as of January 1, 2018 and that comparatives have not been restated.
The audited consolidated financial statements of the Senior Notes Issuer as of and for the years ended
December 31, 2017 and 2018 are not directly comparable with the audited consolidated financial statements of
the Senior Notes Issuer as of and for the year ended December 31, 2019, and the unaudited condensed
consolidated interim financial statements of the Senior Notes Issuer as of and for the three months ended March
31, 2020 and 2019. This is due primarily to the implementation of IFRS 16, which took effect as of January 1,
2019. The Senior Notes Issuer has chosen to adopt the standard using the modified retrospective approach,
which means that comparatives have not been restated.
In order to improve comparability and provide a more meaningful basis for commenting on our historical results,
this offering memorandum includes certain unaudited financial information of the Senior Notes Issuer as of and
for the year ended December 31, 2017 that give effect to (i) certain changes in accounting policy to reclassify
certain revenue as other income, (ii) the introduction of Adjacencies as a new reporting segment and (ii ) certain
changes in accounting policy related to IFRS 15 for the year ended December 31, 2017, as if such changes
were applied on January 1, 2017.
The factors affecting comparability and adjustments are further described below.
Implementation of IFRS 15
We have adopted IFRS 15 (Revenue from Contracts with Customers), effective January 1, 2018. The Senior
Notes Issuer's audited consolidated financial statements as of and for the years ended December 31, 2018 and
2019, and unaudited condensed consolidated interim financial statements as of and for the three months ended
March 31, 2020 and 2019, reflect the implementation of IFRS 15. Comparative figures as of and for the year
ended December 31, 2017 included in the Senior Notes Issuer's audited consolidated financial statements as
of and for the year ended December 31, 2018 have been restated in order to give effect to the adoption of
IFRS 15 as if it had occurred on January 1, 2017. The historical consolidated financial information of the Senior
Notes Issuer as of and for the year ended December 31, 2017 has not been restated in order to give effect to
the adoption of IFRS 15. The non-restatement reflecting IFRS 15 for this period may affect the comparability of
results on a period-to-period basis for the historical results of operations included in this offering memorandum
and future periods with historical results of operations. The adjustments for the impact of IFRS 15 as of and for
the year ended December 31, 2017 included in the Senior Notes Issuer's audited consolidated financial
statements as of and for the year ended December 31, 2018 have not been audited. This unaudited, adjusted
financial information has been included for informational purposes in order to make the financial periods more
directly comparable but is not intended to represent or be indicative of the financial condition and results of
operation that we would have reported had the changes in accounting policies been implemented as of and for
the dates presented. The IFRS 15-related revenue recognition adjustment was reported as a SDI during the
viii



financial year ended December 31, 2018. Effective January 1, 2019, the Group has decided to account for this
under its Customer Acquisition segment rather than under SDI. The corresponding adjustment has also affected
our Adjusted EBITDA from Customer Acquisition. For more information on the impact of IFRS 15 on our financial
information, see Note 29 to the audited consolidated financial statements of the Senior Notes Issuer as of and
for the year ended December 31, 2018, included elsewhere in this offering memorandum.
Reclassification of Certain Revenue as Other Income
Effective January 1, 2018, we also implemented a change in accounting policy whereby we began to classify
certain of our revenue as other income. The reason for this reclassification is that we do not consider such
revenue to be core to our business. The Senior Notes Issuer's audited consolidated financial statements as of
and for the years ended December 31, 2018 and 2019, and unaudited condensed consolidated interim financial
statements as of and for the three months ended March 31, 2020 and 2019, reflect these changes in accounting
methodology. Comparative figures as of and for the year ended December 31, 2017 included in the Senior
Notes Issuer's audited consolidated financial statements as of and for the year ended December 31, 2018 have
been restated in order to give effect to these changes in accounting methodology as if they had occurred on
January 1, 2017. The historical audited consolidated financial statements of the Senior Notes Issuer as of and
for the year ended December 31, 2017 have not been restated in order to give effect to these changes in
accounting methodology.
The restated financial information and the adjustments for the impact of changes in accounting methodology
have not been audited. This unaudited restated or adjusted financial information has been included for
informational purposes in order to make the financial periods more directly comparable but is not intended to
represent or be indicative of the financial condition and results of operation that we would have reported had
the changes in accounting policies been implemented as of and for the dates presented. For more information
on the impact of these changes in accounting policies, see Note 30 to the audited consolidated financial
statements of the Senior Notes Issuer as of and for the year ended December 31, 2017 and Note 29 to the
audited consolidated financial statements of the Senior Notes Issuer as of and for the year ended December 31,
2018, in each case included elsewhere in this offering memorandum.
Adjacencies Segment
Effective January 1, 2018, we introduced an Adjacencies reporting segment capturing the sale of remote
monitoring and assistance devices and services for senior citizens. Effective January 1, 2020, this segment also
captures the sale of connected cameras under the Arlo brand in Europe. As these sales are not considered a
part of our core alarms business, we have decided to categorize these revenues under a separate reporting
segment. The effect of these changes in reporting is to reallocate certain revenues previously included in our
Portfolio Services segment to the separate Adjacencies segment. The Senior Notes Issuer's audited
consolidated financial statements as of and for the years ended December 31, 2018 and 2019, and unaudited
consolidated financial statements as of and for the three months ended March 31, 2020 and 2019, reflect the
introduction of the Adjacencies reporting segment. Comparative figures as of and for the year ended
December 31, 2017 included in the Senior Notes Issuer's audited consolidated financial statements as of and
for the year ended December 31, 2018 have been restated in order to give effect to the introduction of the
Adjacencies reporting segment as if it had occurred on January 1, 2017. The historical consolidated financial
statements of the Senior Notes Issuer as of and for the year ended December 31, 2017 have not been restated
in order to give effect to the introduction of the Adjacencies reporting segment. This offering memorandum
includes certain unaudited financial information of the Senior Notes Issuer as of and for the year ended
December 31, 2017 that gives effect to the introduction of the Adjacencies reporting segment as if it occurred
on January 1, 2017. The restated financial information and the adjustments for the impact of the introduction of
the Adjacencies reporting segment have not been audited. This unaudited restated or adjusted financial
information has been included for informational purposes in order to make the financial periods more directly
comparable but is not intended to represent or be indicative of the financial condition and results of operation
that we would have reported had this reporting segment been in existence as of and for the dates presented.
Implementation of IFRS 16
IFRS 16 (Leases) became effective for periods beginning on or after January 1, 2019. The Senior Notes Issuer's
audited consolidated financial statements as of and for the year ended December 31, 2019, and unaudited
consolidated financial statements as of and for the three months ended March 31, 2020 and 2019, reflect the
implementation of IFRS 16. The new standard replaces the previous accounting standard, IAS 17 (Leases),
including related interpretations. We have applied exemptions for short-term leases and leases of low value
items and have chosen to adopt the modified retrospective transition approach for IFRS 16 under which, prior
to reflecting the impact of lease incentives, we evaluated our lease liability using incremental borrowing rates
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