Bond Mobilix Finance SAS 4.25% ( XS2357737910 ) in EUR

Mobilix Finance SAS

100 % ▲

France

XS2357737910 ( in EUR )

4.25% per year ( payment 2 times a year)

15/07/2028

Prospectus brochure of the bond Mobilux Finance SAS XS2357737910 en EUR 4.25%, maturity 15/07/2028

100 000 EUR

500 000 000 EUR

15/07/2026 ( In 158 days )

Mobilux Finance SAS is a French financial technology company offering various financial services, primarily focused on providing innovative and accessible solutions for individuals and businesses.

Mobilux Finance SAS, a French-domiciled entity operating as a financing vehicle for its parent group, has issued a notable fixed-income security, identified by the ISIN code XS2357737910. This bond, denominated in Euros and currently trading at 100% of its par value, offers an annual interest rate of 4.25%, with coupon payments distributed semi-annually. Originating from France, the issuance comprises a total volume of ?500,000,000, with a maturity date set for July 15, 2028, and a minimum purchase size of ?100,000.

OFFERING CIRCULAR
NOT FOR GENERAL DISTRIBUTION IN THE UNITED STATES
500,000,000 4.25% Senior Secured Notes due 2028
Mobilux Finance SAS (the Issuer), a private limited liability company (société par actions simplifiée) incorporated under the laws of France, with its registered
office at 1 Avenue Spinoza, 77184 Emerainville, France and registered under number 821 716 032 (R.C.S. Meaux) is offering (the Offering) 500,000,000
aggregate principal amount of 4.25% Senior Secured Notes due 2028 (the Notes). The proceeds from the Offering will be used to repay certain of the Group's
existing indebtedness, to pay a dividend to the Group's equity holders and for general corporate purposes. See "Use of Proceeds".
The Notes will bear interest at a rate of 4.25% and will mature on 15 July 2028. Interest on the Notes will be paid semi-annually in arrears on 15 January and 15
July of each year, commencing on 15 January 2022.
The Issuer may redeem the Notes in whole or in part at any time on or after 15 July 2024, in each case, at the redemption prices set out in this offering circular
(the Offering Circular). Prior to 15 July 2024, the Issuer will be entitled to redeem all or part of the Notes at a redemption price equal to 100% of the principal
amount thereof, plus accrued and unpaid interest and additional amounts, if any, plus a "make-whole" premium, as described in this Offering Circular. Prior to 15
July 2024, the Issuer may also redeem up to 40% of the aggregate principal amount of the Notes with the net proceeds from certain equity offerings at the
redemption price equal to 104.25% of the principal amount of the Notes redeemed plus accrued and unpaid interest and additional amounts, if any, provided that
at least 50% of the original principal amount of the Notes remains outstanding after the redemption. Prior to 15 July 2024, the Issuer may on one or more
occasions redeem up to 10% of the Notes during each calendar year at a redemption price of 103% of the aggregate principal amount thereof plus accrued and
unpaid interest and additional amounts, if any. Additionally, the Issuer may redeem all, but not less than all, of the Notes at a price equal to their principal
amount plus accrued and unpaid interest and additional amounts, if any, upon the occurrence of certain changes in applicable tax law. Upon the occurrence of
certain events constituting a change of control, each holder of the Notes may require the Issuer to repurchase all or a portion of its Notes at 101% of the principal
amount thereof, plus accrued and unpaid interest and additional amounts, if any, to the date of the repurchase. However, a change of control will be deemed not to
have occurred if specified consolidated leverage ratios are not exceeded in connection with such event.
On or subsequent to the issue date, the Parent Guarantor may select upon satisfaction of certain conditions, any French or Luxembourg parent entity of which the
Parent Guarantor is a subsidiary to substitute itself (the Succeeding Parent Guarantor) and/or any French or Luxembourg subsidiary of the Succeeding Parent
Guarantor (or the Parent Guarantor itself) to substitute the Issuer (the Succeeding Issuer), whereupon such Succeeding Parent Guarantor and/or such Succeeding
Issuer will assume all of the obligations of the Parent Guarantor or the Issuer, respectively, under the Notes (a Substitution).
On the Issue Date, the Notes will be senior obligations of the Issuer, guaranteed (the Guarantees and, each, a Guarantee) on a senior basis by Mobilux 2 SAS
(the Parent Guarantor), Mobilux Acquisition SAS, Décomeubles Partners SAS, BUT SAS, BUT International SAS and Cogesem SAS (together, the Guarantors
and each, a Guarantor), and secured by the Collateral (as defined herein). The Notes and Guarantees will rank pari passu in right of payment with all of the
Issuer's and Guarantors' existing and future indebtedness that is not expressly subordinated in right of payment to the Notes, including indebtedness incurred
under the New Super Senior Revolving Credit Facility (as defined herein). The property and assets that will secure the Notes and the Guarantees will also secure
liabilities under the New Super Senior Revolving Credit Facility and may secure certain priority hedging obligations (the Super Senior Obligations) on a first-
ranking basis. In the event of enforcement of the security interests over the Collateral, the Super Senior Obligations and certain other indebtedness permitted
under the Indenture (as defined herein) to be incurred on a priority basis will be repaid with the proceeds from the enforcement of the Collateral in priority to the
Notes. The validity and enforceability of the Guarantees and the security interests and the liability of each Guarantor will be subject to the limitations described
in "Limitations on Validity and Enforceability of the Guarantees and the Security Interest and Certain Insolvency Law Considerations". The Collateral and the
Guarantees may be released in certain circumstances.
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 for trading
on the Euro MTF Market of the Luxembourg Stock Exchange (the Euro MTF Market). There are no assurances that the Notes will be listed on the Official List
of the Luxembourg Stock Exchange and admitted to trading on the Euro MTF Market. The Euro MTF Market is not a regulated market pursuant to the provisions
of Directive 2014/65/EU on markets in financial instruments. The Euro MTF Market falls within the scope of Regulation (EU) No 596/2014 on market abuse and
the related Directive 2014/57/EU on criminal sanctions for market abuse.
An investment in the Notes involves a high degree of risk. Prospective Investors should have regard to the factors described under the section headed
"Risk Factors" beginning on page 26.
Price for the Notes: 4.25%, plus accrued interest, if any, from the Issue Date
The Notes and the Guarantees (the Securities) have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the Securities Act) or
any state securities laws, or the laws of any other jurisdiction. The Securities are being offered and sold within the United States only to "qualified institutional
buyers" (QIBs) in reliance on Rule 144A under the Securities Act (Rule 144A), and in offshore transactions in accordance with Regulation S under the Securities
Act (Regulation S). You are hereby notified that the sellers of the Notes may be relying on the exemption from the provisions of Section 5 of the
Securities Act provided by Rule 144A. The Securities have not been approved or disapproved by the U.S. Securities and Exchange Commission, 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 of the Securities or the accuracy or adequacy of this Offering Circular. For additional information about eligible offerees and transfer restrictions,
please see "Notice to Investors".
The Regulation S Notes have initially been represented by interests in a global note certificate in registered form (the Regulation S Global Note Certificate),
without interest coupons, and the Rule 144A Notes have initially been represented by interests in a global note certificate in registered form (the Rule 144A
Global Note Certificate and, together with the Regulation S Global Note Certificate, the Global Note Certificates), without interest coupons, which in each case
have been delivered in book-entry form through a common depositary of Euroclear Bank SA/NV (Euroclear) and Clearstream Banking, société anonyme
(Clearstream), on 29 June 2021 (the Issue Date). See "Book-Entry; Delivery and Form".
Global Coordinator & Joint Bookrunner
BNP PARIBAS
Joint Bookrunners
BARCLAYS
BofA SECURITIES
CRÉDIT AGRICOLE CIB
GOLDMAN SACHS BANK
DEUTSCHE BANK
ING
RBC CAPITAL MARKETS
EUROPE SE
The date of this Offering Circular is 13 July 2021

IMPORTANT INFORMATION
In making an investment decision regarding the Notes and the Guarantees offered by this Offering Circular, you must
rely on your own examination of the Issuer and the terms of this Offering, including the merits and risks involved. This
Offering Circular relates to the offering of the Notes on the Issue Date. The Offering is being made on the basis of this
Offering Circular only. Any decision to purchase the Notes and the Guarantees in the Offering must be based on the
information contained in this Offering Circular.
The Issuer accepts responsibility for the information in this Offering Circular. We have prepared this Offering Circular
solely for use in connection with this Offering and for application of the Notes for listing on the Official List of the
Luxembourg Stock Exchange and for trading on the Euro MTF Market. You may not distribute this Offering Circular or
make photocopies of it without our prior written consent other than to people you have retained to advise you in
connection with this Offering.
You are not to construe the contents of this Offering Circular as investment, legal or tax advice. You should consult your
own counsel, accountants and other advisors as to legal, tax, business, financial and related aspects of a purchase of the
Notes and the Guarantees. You are responsible for making your own examination of the Notes and the Issuer and your
own assessment of the merits and risks of investing in the Notes and the Guarantees. None of the Issuer, the Guarantors
or any of the Initial Purchasers (as defined herein) is making any representation to you regarding the legality of an
investment in the Notes and the Guarantees by you under appropriate legal investment or similar laws.
To the best of our knowledge and belief, having taken all reasonable care to ensure such is the case, the information
contained in this Offering Circular is in accordance with the facts and contains no omission likely to affect its import.
The information contained in this Offering Circular has been furnished by the Issuer and other sources we believe to be
reliable. This Offering Circular contains summaries, believed to be accurate, of some of the terms of specific documents,
but reference is made to the actual documents, copies of which will be made available upon request, for the complete
information contained in those documents. You should contact the Issuer or the Initial Purchasers with any questions
about this Offering or if you require additional information to verify the information contained in this Offering Circular.
All summaries are qualified in their entirety by this reference. Copies of such documents and other information relating
to the issuance of the Notes and the Guarantees will be available at the specified offices of the listing agent in
Luxembourg. See "Listing and General Information".
The Initial Purchasers will provide prospective investors with a copy of this Offering Circular and any related
amendments or supplements. By receiving this Offering Circular, you acknowledge that you have not relied on the Initial
Purchasers in connection with your investigation of the accuracy of this information or your decision whether or not to
invest in the Notes and the Guarantees.
The information set out in those sections of this Offering Circular describing clearing and settlement is subject to any
change or reinterpretation of the rules, regulations and procedures of Euroclear and Clearstream currently in effect.
Investors wishing to use these clearing systems are advised to confirm the continued applicability of their rules,
regulations and procedures. None of the Issuer or the Guarantors will 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 such book-entry interests.
No person is authorised in connection with any offering made by this Offering Circular to give any information or to
make any representation not contained in this Offering Circular and, if given or made, any other information or
representation must not be relied upon as having been authorised by the Issuer, the Guarantors or the Initial Purchasers.
The information contained in this Offering Circular is accurate as of the date hereof. Neither the delivery of this Offering
Circular at any time nor any subsequent commitment to purchase the Notes or the Guarantees shall, under any
circumstances, create any implication that there has been no change in the information set forth in this Offering Circular
or in the business of the Issuer or the Guarantors since the date of this Offering Circular.
The Initial Purchasers 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 Circular. Nothing contained in this Offering
Circular is, or shall be relied upon as, a promise or representation by the Initial Purchasers as to the past or the future.
The Issuer and the Guarantors have furnished the information contained in this Offering Circular.
The Notes and the Guarantees are subject to restrictions on transferability and resale and may not be transferred or resold
except as permitted under the Securities Act and applicable securities laws. You should be aware that you may be
required to bear the financial risks of this investment for an indefinite period of time. See "Plan of Distribution" and
"Notice to Investors".
i

Application has been made to list the Notes on the Official List of the Luxembourg Stock Exchange for trading on the
Euro MTF Market, and the Issuer has submitted this Offering Circular to the competent authority in connection with the
listing application. We cannot guarantee that our application for admission of the Notes to trading on the Euro MTF
Market and to list the Notes on the Official List of the Luxembourg Stock Exchange will be approved as of the settlement
date for the Notes or any date thereafter, and settlement of the Notes is not conditioned on obtaining this listing.
The Issuer reserves the right to withdraw this Offering at any time. The Issuer is making this Offering subject to the
terms described in this Offering Circular and the purchase agreement relating to the Notes (the Purchase Agreement).
The Issuer and the Initial Purchasers each reserve the right to reject any commitment to subscribe for the Notes in whole
or in part and to allot to any prospective investor less than the full amount of the Notes sought by such investor. The
Initial Purchasers and certain of their related entities may acquire, for their own accounts, a portion of the Notes.
The distribution of this Offering Circular and the offer and sale of the Notes and the Guarantees are restricted by law in
some jurisdictions. This Offering Circular does not constitute an offer to sell or an invitation to subscribe for or purchase
any of the Notes and the Guarantees in any jurisdiction in which such offer or invitation is not authorised or to any
person to whom it is unlawful to make such an offer or invitation. Each prospective offeree or purchaser of the Notes and
the Guarantees must comply with all applicable laws and regulations in force in any jurisdiction in which it purchases,
offers or sells the Notes and the Guarantees or possesses or distributes this Offering Circular, and must obtain any
consent, approval or permission required under any regulations in force in any jurisdiction to which it is subject or in
which it makes such purchases, offers or sales, and neither the Issuer nor the Initial Purchasers shall have any
responsibility thereof. See "Notice to Certain Investors", "Plan of Distribution", and "Notice to Investors".
Investing in the Notes involves a high degree of risk. Please see "Risk Factors" beginning on page 26.
ALTERNATE SETTLEMENT CYCLE
Delivery of the Notes was made against payment on the Notes on the date specified on the cover page of this Offering
Circular, which was four business days (as such term is used for purposes of Rule 15c6-1 of the U.S. Securities Exchange
Act of 1934, as amended (the Exchange Act)) following the date of pricing of the Notes (this settlement cycle is being
referred to as "T+4"). Under Rule 15c6-1 of the Exchange Act, trades in the secondary market generally are required to
settle in two business days unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who
wish to trade the Notes on the date of this Offering Circular or the following seven business days will be required to
specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the Notes
who wish to make such trades should consult their own advisers.
STABILISATION
IN CONNECTION WITH THE ISSUE OF THE NOTES, BNP PARIBAS (THE STABILISING MANAGER) (OR
PERSONS ACTING ON BEHALF OF THE STABILISING MANAGER OR STABILISING MANAGERS) MAY
OVER-ALLOT THE 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 STABILISING MANAGER (OR PERSONS ACTING ON
BEHALF OF A STABILISING MANAGER) WILL UNDERTAKE STABILISATION ACTION. ANY
STABILISATION 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.
ii

NOTICE TO CERTAIN INVESTORS
General
This Offering Circular 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 authorised or to any person to whom it is unlawful to make such
an offer or invitation. The distribution of this Offering Circular and the offer or sale of the Notes may be restricted by law
in certain jurisdictions. Persons into whose possession this Offering Circular comes are required to inform themselves
about and to observe any such restrictions. Each purchaser of the Notes will be deemed to have made the representations,
warranties and acknowledgements that are described in this Offering Circular under "Notice to Investors" in this Offering
Circular.
No action has been taken in any jurisdiction that would permit a public offering of the Notes. No offer or sale of the
Notes may be made in any jurisdiction except in compliance with the applicable laws thereof. 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 offering memorandum.
For a description of certain restrictions relating to the offer and sale of the Notes, see "Plan of Distribution". The Issuer
accepts no liability for any violation by any person, whether or not a prospective purchaser of the Notes, of any such
restrictions.
Notice to U.S. Investors
The Notes and the Guarantees have not been and will not be registered under the Securities Act or the securities laws of
any state of the United States and may not be offered or sold within the United States or to, or for the account of, U.S.
persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the
Securities Act. The Notes will be sold outside the United States in offshore transactions in reliance on Regulation S of
the Securities Act and within the United States to qualified institutional buyers in reliance on Rule 144A of the Securities
Act. The Notes are subject to certain restrictions on transfer. Prospective purchasers are hereby notified that the seller
of any Note may be relying on the exemption from the provisions of Section 5 of the Securities Act, provided by
Rule 144A thereunder. For a description of certain further restrictions on resale or transfer of the Notes, please see
"Notice to Investors".
Notice to EEA 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 European Economic Area (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 Directive (EU) 2016/97 (IMD), where that customer
would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, 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 and, therefore, offering or
selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs
Regulation.
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.
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 Note (by either adopting or
refining the manufacturers' target market assessment) and determining appropriate distribution channels.
Notice to French Investors
This Offering Circular has not been prepared and is not being distributed in the context of a public offering (other than to
"qualified investors" (investisseurs qualifiés) within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (qualified
investors)) of financial securities in France within the meaning of Article L.411-1 of the French Code monétaire et
financier and therefore has not been approved by, registered or filed with the Autorité des Marchés Financiers.
Consequently, the Notes are not being, nor will they be, offered or sold, directly or indirectly, to the public (other than to
qualified investors) in France and this Offering Circular has not been and will not be released, issued or distributed or
caused to be released, issued or distributed to the public (other than to qualified investors) in France or used in
connection with any offer for subscription or sale of the Notes to the public (other than to qualified investors) in France.
The Notes may only be offered, sold or distributed in France to qualified investors in accordance with Articles L.411-1
iii

and L.411-2 of the French Code monétaire et financier. No direct or indirect distribution, transfer or sale of the Notes so
acquired shall be made to the public in France other than in compliance with Articles L.411-1 to L.411-4, L.412-1 and
L.621-8 to L.621-8-2 of the French Code monétaire et financier.
Notice to United Kingdom Residents
This Offering Circular is only being distributed to and is only directed at (a) persons who are outside the United
Kingdom, (b) persons falling within the definition of investment professionals (as defined in Article 19(5) of the
Financial Services and Market Act 2000 (Financial Promotion) Order 2005, as amended (the Order)), (c) persons falling
within Article 49(2)(a) to (d) of the Order (high net worth entities, unincorporated associations, etc.) or (d) 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 (the FSMA)) in connection with the issue or sale of any securities may otherwise lawfully be
communicated or caused to be communicated (all such persons together being referred to as relevant persons). This
Offering Circular 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 Offering Circular relates is available only to
relevant persons and will be engaged in only with relevant persons. Any person who is not a relevant person should not
act or rely on this Offering Circular or any of its contents. The Notes are not being offered to the public in the United
Kingdom.
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 United Kingdom (the UK). For these purposes, a retail investor means a
person who is one (or more) of: (i) a retail client as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it
forms part of domestic law in the UK by virtue of the European Union (Withdrawal) Act 2018 (EUWA); or (ii) a
customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (as amended, the FSMA)
and any rules or regulations made under the FSMA to implement the IMD, where that customer would not qualify as a
professional client as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic
law in the UK by virtue of the EUWA (UK MiFIR). Consequently, no key information document required by Regulation
(EU) No 1286/2014 as it forms part of domestic law in the UK by virtue of the EUWA (the UK PRIIPs Regulation) for
offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and,
therefore, offering or selling the Notes or otherwise making them available to any retail investor in the UK may be
unlawful under the UK PRIIPs Regulation.
Notice to Luxembourg Investors
This Offering Circular constitutes a prospectus for the purpose of part IV of the Luxembourg law of 16 July 2019 on
prospectuses for securities (the Luxembourg Prospectus Act).
This Offering Circular has not been approved by, and will not be submitted for approval to, the Luxembourg Financial
Services Authority (Commission de Surveillance du Secteur Financier) for purposes of public offering or sale in
Luxembourg (Luxembourg). Accordingly, the Notes may not be offered or sold to the public in Luxembourg, directly or
indirectly, and neither this Offering Circular nor any other circular, prospectus, form of application, advertisement,
communication or other material may be distributed, or otherwise made available in or from, or published in
Luxembourg, except for the sole purpose of the listing on the Official List of the Luxembourg Stock Exchange and
admission to trading of the Notes on the Euro MTF Market and except in circumstances which do not constitute an offer
of securities to the public which benefits from an exemption to or constitutes a transaction not subject to, the requirement
to publish a prospectus in accordance with the Luxembourg Prospectus Act and the relevant circulars issued by the
Luxembourg Financial Services Authority (Commission de Surveillance du Secteur Financier).
iv

PRESENTATION OF FINANCIAL AND OTHER INFORMATION
General
The Issuer is a private limited liability company (société par actions simplifiée) incorporated under the laws of France
with registration number 821 716 032 RCS Meaux. The Issuer's registered office is 1 Avenue Spinoza, 77184
Emerainville, France. The Issuer is a holding company with no independent operations of its own and whose only
material assets as of the Issue Date will consist only of the intragroup receivables owed to it under the Proceeds Loans (as
defined below). The Issuer does not prepare, and does not intend to prepare, consolidated financial statements at the
level of the Issuer. As a result, this Offering Circular instead presents consolidated financial and other date for Mobilux
2 SAS and its subsidiaries (including the Issuer).
This Offering Circular contains:

an English translation of the audited consolidated financial statements of Mobilux 2 SAS and its subsidiaries
from time to time (the Group) as of and for the year ended 30 June 2019, which include as comparative
financial information the audited consolidated financial information of the Group as of and for the year ended
30 June 2018 (the 2019 Financial Statements);

an English translation of the audited consolidated financial statements of the Group as of and for the year ended
30 June 2020, which include as comparative financial information the audited consolidated financial
information of the Group as of and for the year ended 30 June 2019 (the 2020 Financial Statements, and
together with the 2019 Financial Statements, the Annual Financial Statements); and

the unaudited condensed consolidated interim financial statements of the Group as of and for the nine months
ended 31 March 2021, which includes as comparative financial information the unaudited condensed
consolidated interim financial information of the Group as for and for the nine months ended 31 March 2020
(the Interim Financial Statements, and together with the Annual Financial Statements, the Financial
Statements).
The Annual Financial Statements were prepared in accordance with International Financial Reporting Standards (IFRS)
as adopted by the European Union, as set out in note B.1 to the 2020 Financial Statements and the 2019 Financial
Statements. The Annual Financial Statements were originally issued in French.
The Annual Financial Statements have been audited by PricewaterhouseCoopers Audit and Ernst & Young et Autres
statutory auditors, as stated in their reports, English translations of which are included elsewhere in this Offering
Circular.
The Interim Financial Statements were prepared in accordance with International Accounting Standards (IAS) 34 Interim
Financial Reporting, as set out in note A.1 to the Interim Financial Statements.
We have also presented certain unaudited financial information for the twelve months ended 31 March 2021 (the LTM).
The LTM was calculated by adding the unaudited condensed consolidated statements of comprehensive income and cash
flows for the nine months ended 31 March 2021 and the audited consolidated statements of comprehensive income and
cash flows for the year ended 30 June 2020, and subtracting the unaudited condensed consolidated statements of
comprehensive income and cash flows for the nine months ended 31 March 2020.
This LTM data has been prepared solely for the purpose of this Offering Circular, has not been prepared in the ordinary
course of our financial reporting and has not been audited or reviewed. The financial information for the nine months and
twelve months ended 31 March 2021 is not necessarily indicative of the results that may be expected for the year ended
30 June 2021, and should not be used as the basis for or prediction of an annualised calculation.
The unaudited financial information of the Group for the twelve months ended 31 March 2021 has been prepared solely
for the purposes of this Offering Circular, is not necessarily indicative of our results of operations for any future period,
is not prepared in the ordinary course of the Group, has not been prepared in accordance with the requirements of
Regulation S-X under the Securities Act, Regulation (EU) 2017/1129 or any generally accepted accounting standards.
Non-IFRS Financial and Operating Information
Throughout this Offering Circular we include references to Adjusted EBITDA, Like-for-like Sales, Net Debt, Normalised
Adjusted EBITDA Normalised Net Debt, Free Cash Flow and Adjusted Free Cash Flow. These are not measures
specifically defined under IFRS, or any other internationally accepted accounting principles, and you should not consider
v

such items as an alternative to the applicable IFRS measures. We believe that the presentation of these measures
enhances an investor's understanding of the financial performance of our ongoing operations.
Our non-IFRS measures are defined by us as follows:

"Adjusted EBITDA" represents recurring operating profit before depreciation, amortisation and impairment,
and other operating income and expenses (as reported in the Financial Statements), non-recurring items,
management fees and service costs. As from 1 July 2019, the Group has applied IFRS 16 "Leases". The impact
of the application of IFRS 16 and IAS 17 are excluded in the computation of Adjusted EBITDA.

"Like-for-like Sales" represents the amount of sales generated by a constant number of stores from one year to
the next. Like-for-like Sales is not a measure defined by IFRS, and our methodology for determining
Like-for-like Sales may not be comparable to the methodology used by other companies in determining their
Like-for-like Sales. The amount of Like-for-like Sales is not necessarily indicative of our future revenue or
earnings.

"Net Debt" represents non-current borrowings plus current borrowings less cash and cash equivalents and bank
deposits. The impact of the application of IFRS 16 and IAS 17 are excluded in the computation of Net Debt.

"Normalised Adjusted EBITDA" represents Adjusted EBITDA for the twelve months ended 31 March 2021
that has been further adjusted, on the basis of certain assumptions, to exclude certain extraordinary, non-
recurring or one-off effects on the business resulting from the COVID-19 pandemic and related government
measures. See "Summary Historical Consolidated Financial Information and Other Financial and Operating
Data".

"Normalised Net Debt" represents Net Debt as at 31 March 2021 that has been further adjusted, on the basis of
certain assumptions, to exclude certain extraordinary, non-recurring or one-off effects on working capital
resulting from the increased activity related to the COVID-19 pandemic. See "Summary Historical Consolidated
Financial Information and Other Financial and Operating Data".

"Free Cash Flow" represents net cash flows provided by operating activities plus net cash flows used in
investing activities, excluding, for the avoidance of doubt, drawdowns and repayments under the Existing Super
Senior Revolving Credit Facility and repayments of shareholder loans.

"Adjusted Free Cash Flow" represents Adjusted EBITDA less maintenance capital expenditures and central
capital expenditures and changes in working capital.
Even though these measures are used by management to assess ongoing operating performance and even though these
measures are commonly used by investors, they have important limitations as analytical tools and you should not
consider them in isolation or as substitutes for analysis of our results as reported under IFRS. For example, Adjusted
EBITDA:

excludes certain tax payments that may represent a reduction in cash available to us;

does not reflect any cash capital expenditure requirements for the assets being depreciated and amortised that
may have to be replaced in the future;

does not reflect changes in, or cash requirements for, our working capital needs;

does not reflect the financial expense, or the cash requirements necessary to service interest payments, on our
debts;

does not reflect the impact of earnings or changes resulting from certain matters we consider not to be indicative
of our ongoing operations; and

other companies may calculate these measures differently than we do, limiting their usefulness as comparative
measures.
Because of these limitations, investors should not place any undue reliance on these non-IFRS measures and financial
indicators and should not consider these as: (a) an alternative to operating income or net income as determined in
accordance with IFRS, or as a measure of operating performance; (b) an alternative to cash flows from operating,
investing or financing activities, as determined in accordance with IFRS, or as a measure of our ability to meet cash
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needs; or (c) an alternative to any other measure of performance under IFRS. You should compensate for these
limitations by relying primarily on our IFRS results and using these non-IFRS measures only supplementally to evaluate
our performance. For further information regarding the calculation of Adjusted EBITDA and other non-IFRS measures
presented in this Offering Circular, or for a reconciliation to the related IFRS measure of these measures, see "Summary
Historical Consolidated Financial Information and Other Financial and Operating Data".
The financial information and financial statements included in this Offering Circular are presented in euro.
The financial information and Financial Statements included in this Offering Circular are not intended to comply with the
applicable accounting requirements of the Securities Act and the related rules and regulations of the U.S. Securities and
Exchange Commission (the SEC) which would apply if the Notes or the Guarantees were registered with the SEC.
Certain numerical figures included in this Offering Circular have been rounded. Discrepancies in tables between totals
and the sums of the amounts listed may occur due to such rounding.
MARKET AND INDUSTRY DATA
We obtained market data and certain industry data and forecasts included in this Offering Circular from internal company
surveys, market research, consultant surveys, publicly available information, reports of governmental agencies and
industry publications and surveys. Primary sources for third-party industry data and forecasts included the National
Institute of Statistics and Economic Studies of France (INSEE), l'Institut de Promotion et d'Etudes de l'Ameublement
(IPEA), the International Monetary Fund (IMF), the LSA, a French retail and marketing magazine (LSA), Côte Clients,
the Organisation for Economic Co-operation and Development (the OECD), Observatoire Cetelem and l'Association
Française des Sociétés Financières (ASF France), GfK, and other reports including a commissioned industry report. The
statements in this Offering Circular relating to market data and certain industry data and forecasts are each according to
such sources, including the commissioned industry report, or our own internal surveys and estimates. Industry surveys,
publications, consultant surveys and forecasts generally state that the information contained therein has been obtained
from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. We
have not independently verified any of the data from third-party sources, nor have we ascertained the underlying
economic assumptions relied upon therein. Similarly, internal surveys, industry forecasts and market research, which we
believe to be reliable based upon our management's knowledge of the industry, have not been independently verified.
Market data and statistics are inherently predictive and subject to uncertainty and not necessarily reflective of actual
market conditions. Such statistics are based on market research, which itself is based on sampling and subjective
judgments by both the researchers and the respondents, including judgments about what types of products and
transactions should be included in the relevant market. We do, however, accept responsibility for the correct reproduction
of this information. Statements as to our market position are based on recently available data. While we are not aware of
any misstatements regarding our industry data presented herein, our estimates involve risks and uncertainties and are
subject to change based on various factors, including those discussed under the heading "Risk Factors" appearing
elsewhere in this Offering Circular.
TRADEMARKS AND TRADE NAMES
We own or have rights to certain trademarks or trade names that we use in conjunction with the operation of our
businesses. Each trademark, trade name or service mark of any other company appearing in this Offering Circular
belongs to its holder.
TAX CONSIDERATIONS
Prospective investors in the Notes are advised to consult their own tax advisers as to the consequences of purchasing,
holding and disposing of the Notes, including, without limitation, the application of U.S. federal tax laws to their
particular situations, as well as any consequences to them under the laws of any other taxing jurisdiction, and the
consequences of purchasing the Notes at a price other than the initial issue price in the Offering. See "Certain Tax
Considerations".
FORWARD-LOOKING STATEMENTS
This Offering Circular includes forward-looking statements. When used in this document, the words "anticipate",
"believe", "estimate", "aims", "targets", "forecast", "expect", "continues", "ongoing", potential", "guidance", "seeks,
"may", "intend", "plan", "could", "would", "should" and "project" or, in each case, their negative, and similar
expressions, as they relate to us, our management or third parties, identify forward-looking statements. Forward-looking
statements include statements regarding our business strategy, financial condition, results of operations and market data,
as well as any other statements that are not historical facts. These statements reflect beliefs of our management, as well as
assumptions made by our management and information currently available to us. Although we believe that these beliefs
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and assumptions are reasonable, these statements are subject to numerous factors, risks and uncertainties that could cause
actual outcomes and results to be materially different from those projected. These factors, risks and uncertainties
expressly qualify all subsequent oral and written forward-looking statements attributable to us or persons acting on our
behalf and include, in addition to those listed under "Risk Factors" and elsewhere in this Offering Circular, the
following:

the impact on our sales, profits and cash flow resulting from general economic conditions, consumer confidence
and spending patterns;

market demand and industry conditions;

our ability to control our franchisees;

our ability to accurately anticipate and manage consumer demand and inventory;

our ability to successfully introduce new products;

our ability to secure adequate and timely supply of merchandise from suppliers;

our ability to maintain good relationships with our suppliers;

the cost of providing consumer financing solutions and their availability to our customers;

impact of changes in credit and debt and provider requirements;

fluctuations in our quarterly results and our ability to generate higher sales during peak promotional periods;

the highly competitive nature of the industry in which we operate;

our ability to retain customers;

our store expansion strategy may not be successful;

difficulties regarding the integration of stores acquired from our franchisees;

our ability to grow our e-commerce platform;

our ability to protect our reputation and value associated with our name and brand;

our ability to avoid operational problems and product defects and, if such issues were to arise, to rectify them
quickly;

our ability to renew or replace our store leases or enter into leases for new stores on favourable terms and the
availability of suitable lease space for our stores;

a disruption in our information technology systems;

the theft or misappropriation of funds, products or consumer data;

our ability to successfully retain and hire key management;

our ability to reduce our cost base in case of downturn;

the potential reassessment by tax authorities which could result in future tax liabilities;

the fact that our principal shareholders, the Sponsors, may have interests that conflict with ours;

our ability to take advantage of purchasing and other synergies resulting from our cooperation with XXXLutz
Group, a group related to WM Holding GmbH, one of our Sponsors, and Conforama France, a furniture retail
group acquired by Mobilux, our indirect parent, in September 2020;
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our ability to generate sufficient cash, raise sufficient capital or refinance our debt at or before maturity to meet
both our debt service and capital investment requirements;

our exposure to currency fluctuations;

our substantial leverage and ability to meet significant debt service obligations;

the continuing effects of COVID-19 and the outbreak of other pandemics or epidemics and expectation of
financial or economic recovery from its impact; and

the other factors discussed in more detail under "Risk Factors".
The foregoing factors and others described under "Risk Factors" should not be construed as exhaustive. We do not
assume any obligation to update any forward-looking statements and disclaim any obligation to update our view of any
risks or uncertainties described herein or to publicly announce the result of any revisions to the forward-looking
statements made in this Offering Circular, except as required by law.
In addition, this Offering Circular contains information concerning our industry and our market and business segments
generally, which is forward-looking in nature and is based on a variety of assumptions regarding the ways in which our
industry, our market and business segments will develop. We have based these assumptions on information currently
available to us, including through the market research and industry reports referred to in this Offering Circular. Although
we believe that this information is reliable, we have not independently verified and cannot guarantee its accuracy or
completeness. If any one or more of these assumptions turn out to be incorrect, actual market results may differ from
those predicted. While we do not know what impact any such differences may have on our business, if there are such
differences, they could have a material adverse effect on our future results of operations and financial condition, and the
trading price of the Notes.
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