Obbligazione JLR Automotive PLC 5.625% ( USG50027AE42 ) in USD

Emittente JLR Automotive PLC
Prezzo di mercato 100 USD  ▲ 
Paese  Regno Unito
Codice isin  USG50027AE42 ( in USD )
Tasso d'interesse 5.625% per anno ( pagato 2 volte l'anno)
Scadenza 31/01/2023 - Obbligazione è scaduto



Prospetto opuscolo dell'obbligazione Jaguar Land Rover Automotive PLC USG50027AE42 in USD 5.625%, scaduta


Importo minimo 150 000 USD
Importo totale 500 000 000 USD
Cusip G50027AE4
Standard & Poor's ( S&P ) rating B ( Highly speculative )
Moody's rating N/A
Descrizione dettagliata Jaguar Land Rover Automotive PLC è una casa automobilistica britannica che progetta, sviluppa, produce e commercializza veicoli di lusso sotto i marchi Jaguar e Land Rover.

The Obbligazione issued by JLR Automotive PLC ( United Kingdom ) , in USD, with the ISIN code USG50027AE42, pays a coupon of 5.625% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 31/01/2023
The Obbligazione issued by JLR Automotive PLC ( United Kingdom ) , in USD, with the ISIN code USG50027AE42, was rated B ( Highly speculative ) by Standard & Poor's ( S&P ) credit rating agency.







OFFERING MEMORANDUM
NOT FOR GENERAL CIRCULATION
IN THE UNITED STATES
28JAN201307264793
Jaguar Land Rover Automotive plc
$500,000,000 5.625% Senior Notes due 2023
Guaranteed on a senior unsecured basis by Jaguar Land Rover Limited, Land Rover,
Jaguar Land Rover North America, LLC, Land Rover Exports Limited and
Jaguar Land Rover Exports Limited
The 5.625% Senior Notes due 2023 will be issued in the aggregate principal amount of $500,000,000 (the ``Notes'').
The Notes will bear interest at the rate of 5.625% per annum payable semi-annually in arrears on 1 February and
1 August of each year, beginning on 1 August 2013. The Notes will mature on 1 February 2023. In the event of a Change
of Control (as defined herein), Jaguar Land Rover Automotive plc (the ``Issuer'') must make an offer to purchase the
Notes at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of
purchase.
The Notes will be the Issuer's senior obligations and will rank equally in right of payment with all existing and
future indebtedness of the Issuer that is not subordinated in right of payment to the Notes and will be senior in right of
payment to all existing and future indebtedness of the Issuer that is subordinated in right of payment to the Notes. The
Notes will be fully and unconditionally guaranteed on a senior unsecured basis by Jaguar Land Rover Limited, Land
Rover, Jaguar Land Rover North America, LLC, Land Rover Exports Limited and Jaguar Land Rover Exports Limited
(the ``Guarantors''). The guarantees of the Notes by each of the Guarantors (the ``Note Guarantees'') will rank equally
in right of payment with all of the existing and future indebtedness of such Guarantor that is not subordinated in right of
payment to the Note Guarantees, and senior in right of payment to all existing and future indebtedness of such
Guarantor that is subordinated in right of payment to the Note Guarantees. The Notes and the Note Guarantees will
also be effectively subordinated to all of the Issuer's and each of the Guarantors' existing and future secured debt to the
extent of the value of the assets securing such debt and to all existing and future debt of all the Issuer's subsidiaries that
do not guarantee the Notes.
Currently, there is no public market for the Notes. Application has been made to admit the Notes to the Official
List of the Luxembourg Stock Exchange and to trading on the Luxembourg Stock Exchange's Euro MTF market (the
``Euro MTF Market''). The Euro MTF Market is not a regulated market pursuant to the provisions of Directive
2004/39/EC. This Offering Memorandum constitutes a prospectus for the purposes of the Luxembourg law dated 10 July
2005 on Prospectuses for Securities.
Investing in the Notes involves risks. Please see ``Risk Factors'' beginning on page 26.
The Notes and the Note Guarantees have not been registered under the US Securities Act of 1933, as amended
(the ``US Securities Act''), or any state securities laws. Accordingly, the Notes and the Note Guarantees are being
offered and sold only to qualified institutional buyers (``QIBs'') in accordance with Rule 144A under the
US Securities Act (``Rule 144A'') and to non-US persons outside the United States in offshore transactions in accordance
with Regulation S under the US Securities Act (``Regulation S''). Prospective purchasers that are QIBs are hereby
notified that the seller of the Notes may be relying on the exemption from the registration requirements under the
US Securities Act provided by Rule 144A.
Issue price: 100.000% plus accrued interest, if any, from 28 January 2013
The Notes will be issued in the form of global notes in registered form. Please see ``Book-entry; Delivery and
Form.''
Joint Bookrunners
BofA Merrill Lynch
Deutsche Bank Securities
HSBC
Lloyds Securities
Morgan Stanley
12 February 2013


TABLE OF CONTENTS
Page
Important Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
i
Notes on Defined Terms Used in this Offering Memorandum . . . . . . . . . . . . . . . . . . . . . . . . . .
vi
Presentation of Financial and Other Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
viii
Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
xii
Exchange Rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
xiv
Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
26
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
46
Capitalisation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
47
Selected Consolidated Financial and Other Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
48
Operating and Financial Review and Prospects . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
51
Our Industry and Markets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
86
Our Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
93
Board of Directors and Senior Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
122
Major Shareholders and Related Party Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
131
Description of Other Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
132
Description of the Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
148
Book-Entry; Delivery and Form . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
196
Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
201
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
206
Notice to Investors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
209
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
212
Independent Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
212
Service of Process and Enforcement of Judgments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
212
Where You Can Find More Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
214
Listing and General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
215
Glossary of Selected Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
217
Index to the Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-1


IMPORTANT INFORMATION
You should rely only on the information contained in this offering memorandum (this ``Offering
Memorandum''). None of the Issuer, the Guarantors or Deutsche Bank Securities Inc.,
HSBC Securities (USA) Inc., Lloyds Securities Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Morgan Stanley & Co. International plc (collectively, the ``initial purchasers'') has
authorised anyone to provide you with any information or represent anything about the Issuer, the
Guarantors or the initial purchasers, the Issuer's financial results or this offering that is not
contained in this Offering Memorandum. If given or made, any such other information or
representation should not be relied upon as having been authorised by the Issuer, the Guarantors or
the initial purchasers. None of the Issuer, the Guarantors or the initial purchasers is making an
offering of the Notes in any jurisdiction where this offering is not permitted. You should not assume
that the information contained in this Offering Memorandum is accurate as at any date other than the
date on the front of this Offering Memorandum.
In making an investment decision, prospective investors must rely on their own examination of the
Issuer and the terms of this offering, including the merits and risks involved.
This Offering Memorandum is confidential and has been prepared by the Issuer solely for use in
connection with the proposed offering of the Notes described in this Offering Memorandum and for
application for listing particulars to be approved by the Luxembourg Stock Exchange and for the Notes
to be admitted to the Official List of the Luxembourg Stock Exchange and admitted to trading on its
Euro MTF Market. This Offering Memorandum is personal to each offeree and does not constitute an
offer to any other person or to the public generally to subscribe for or otherwise acquire Notes.
Distribution of this Offering Memorandum to any person other than the prospective investor and any
person retained to advise such prospective investor with respect to the purchase of Notes is
unauthorised, and any disclosure of any of the contents of this Offering Memorandum, without the
Issuer's prior written consent, is prohibited. Each prospective investor, by accepting delivery of this
Offering Memorandum, agrees to the foregoing and to make no photocopies of this Offering
Memorandum or any documents referred to in this Offering Memorandum.
In addition, none of the Issuer, the Guarantors or the initial purchasers or any of our or their
respective representatives is 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 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 or the initial purchasers shall
have any responsibility for any of the foregoing legal requirements.
The Issuer is an indirect, wholly owned subsidiary of Tata Motors Limited (``Tata Motors'').
Tata Motors does not assume any liability for or guarantee the Notes and investors in the Notes will
not have any recourse against Tata Motors in the event of default by Jaguar Land Rover
Automotive plc or any of the Guarantors of their respective obligations under the terms of the Notes
and the Note Guarantees.
The initial purchasers make no representation or warranty, express or implied, as to 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 as to the past or future.
The Issuer accepts responsibility for the information contained in this Offering Memorandum. To
the best of the Issuer's knowledge and belief, the information contained in this Offering Memorandum
is in accordance with the facts and does not omit anything likely to affect the import of such
i


information. However, the information set out under the headings ``Exchange Rates,'' ``Summary,''
``Operating and Financial Review and Prospects'' and ``Our Business'' includes extracts from
information and data, including industry and market data and estimates, released by publicly available
sources in Europe and elsewhere. While we accept responsibility for the accurate extraction and
summarisation of such information and data, we have not independently verified the accuracy of such
information and data and we accept no further responsibility in respect thereof.
Unless the context indicates otherwise, when we refer to ``we,'' ``us,'' ``our,'' ``Jaguar Land Rover,''
``the Group'' and ``our Group'' for the purposes of this Offering Memorandum, we are referring to the
Issuer and its subsidiaries.
The information set out in relation to sections of this Offering Memorandum describing clearing
arrangements, including the section entitled ``Book-Entry; Delivery and Form,'' is subject to any change
in or reinterpretation of the rules, regulations and procedures of The Depositary Trust Company
(``DTC'') currently in effect. While the Issuer accepts responsibility for accurately summarising the
information concerning DTC, they accept no further responsibility in respect of such information. In
addition, this Offering Memorandum contains summaries believed to be accurate with respect to
certain documents, but reference is made to the actual documents for complete information. All such
summaries are qualified in their entirety by such reference. Copies of documents referred to herein will
be made available to prospective investors upon request to us or the initial purchasers.
By receiving this Offering Memorandum, you acknowledge that you have had an opportunity to
request from the Issuer for review, and that you have received, all additional information 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 in connection
with your investigation of the accuracy of this information or your decision whether to invest in the
Notes.
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 Memorandum and the purchase agreement
relating to the Notes entered into between the Issuer and the initial purchasers (the ``Purchase
Agreement''). The Issuer and the initial purchasers reserve the right to reject all or a part of any offer
to purchase the Notes, for any reason. The Issuer and the initial purchasers also reserve the right to
sell less than all of the Notes offered by this Offering Memorandum or to sell to any purchaser less
than the amount of Notes it has offered to purchase.
None of the US Securities and Exchange Commission (the ``SEC''), any state securities
commission or any other regulatory authority has approved or disapproved of the Notes, nor have any
of the foregoing authorities passed upon or endorsed the merits of this offering or the accuracy or
adequacy of this Offering Memorandum. Any representation to the contrary is a criminal offence in the
United States and could be a criminal offence in other countries.
The Issuer intends to list the Notes on the Official List of the Luxembourg Stock Exchange for the
Notes to be admitted to trading on its Euro MTF Market, and has submitted this Offering
Memorandum to the competent authority in connection with the listing application. In the course of
any review by the competent authority, the Issuer may be required (under applicable law, rules,
regulations or guidance applicable to the listing of securities or otherwise) to make certain changes or
additions to or deletions from the description of its business, financial statements and other information
contained herein in producing listing particulars for such listing. Comments by the competent authority
may require significant modification or reformulation of information contained in this Offering
Memorandum or may require the inclusion of additional information in the listing particulars. The
Issuer may also be required to update the information in this Offering Memorandum to reflect changes
in our business, financial condition or results of operations and prospects since the publication of this
Offering Memorandum. We cannot guarantee that our application for admission of the Notes to
ii


trading on the Euro MTF Market of the Luxembourg Stock Exchange and to list the Notes on the
Official List of the Luxembourg Stock Exchange will be approved as at the settlement date for the
Notes or any date thereafter, and settlement of the Notes is not conditioned on obtaining this listing.
Following the listing, the relevant listing particulars will be available at the offices of Shearman &
Sterling LLP in London. Any investor or potential investor in the European Economic Area (the
``EEA'') should not base any investment decision relating to the Notes on the information contained in
this document after publication of the listing particulars and should refer instead to those listing
particulars.
The Notes are subject to restrictions on transferability and resale and may not be transferred or
resold, except as permitted under the US Securities Act and the applicable state securities laws,
pursuant to registration or exemption therefrom. As a prospective investor, you should be aware that
you may be required to bear the financial risks of this investment for an indefinite period of time.
Please refer to the sections in this Offering Memorandum entitled ``Plan of Distribution'' and ``Notice
to Investors.''
The distribution of this Offering Memorandum and the offering and sale of the Notes in certain
jurisdictions may be restricted by law. Please see ``Notice to New Hampshire Residents,'' ``Notice to
US Investors,'' ``Notice to EEA Investors'' and ``Notice to UK Investors.''
The Notes will be issued in the form of two or more global notes. Please see ``Book-Entry;
Delivery and Form.''
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A
LICENCE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED
STATUTES ANNOTATED, 1955, AS AMENDED (``RSA 421-B'') WITH THE STATE OF NEW
HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A
PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY
THE SECRETARY OF STATE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE,
COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN
EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS
THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR
QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON,
SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY
PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION INCONSISTENT
WITH THE PROVISIONS OF THIS PARAGRAPH.
NOTICE TO US INVESTORS
Each purchaser of the Notes will be deemed to have made the representations, warranties and
acknowledgements that are described in this Offering Memorandum under ``Notice to Investors.''
The Notes offered hereby have not been and will not be registered under the US Securities Act or
with any securities regulatory authority of any state or other jurisdiction in the United States and may
not be offered or sold in the United States, except to ``qualified institutional buyers'' within the
meaning of Rule 144A in reliance on an exemption from the registration requirements of the
US Securities Act provided by Rule 144A. Prospective sellers are hereby notified that the sellers of the
Notes may be relying on the exemption from the registration requirements of Section 5 of the
US Securities Act provided by Rule 144A. The Notes may be offered and sold to non-US persons
outside the United States in reliance on Rule 903 or Rule 904 of Regulation S. For a description of
certain further restrictions on resale or transfer of the Secured Notes, see ``Notice to Investors.''
iii


The Notes described in this Offering Memorandum have not been registered with, recommended
by or approved by the SEC, any state securities commission in the United States or any other securities
commission or regulatory authority, nor has the SEC, any state securities commission in the United
States or any such securities commission or authority passed upon the accuracy or adequacy of this
Offering Memorandum. Any representation to the contrary is a criminal offence.
THE NOTES MAY NOT BE OFFERED TO THE PUBLIC WITHIN ANY JURISDICTION. BY
ACCEPTING DELIVERY OF THIS OFFERING MEMORANDUM, YOU AGREE NOT TO OFFER,
SELL, RESELL, TRANSFER OR DELIVER, DIRECTLY OR INDIRECTLY, ANY NOTES TO THE
PUBLIC.
NOTICE TO EEA INVESTORS
This Offering Memorandum has been prepared on the basis that all offers of the Notes to the
public in any Member State of the European Economic Area that has implemented the Prospectus
Directive (each, a ``Relevant Member State'') will be made pursuant to an exemption under the
Prospectus Directive, as implemented in that Relevant Member State, from the requirement to produce
a prospectus for offers of securities. Accordingly, any person making or intending to make any offer in
a Relevant Member State of Notes, which are the subject of the placement contemplated in this
Offering Memorandum, may only do so in circumstances in which no obligation arises for the Issuer or
any of the initial purchasers to publish a prospectus for such offer pursuant to Article 3 of the
Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospective Directive.
Neither the Issuer nor any of the initial purchasers have authorised, nor do they authorise, the making
of any offer of the 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. Neither the Issuer nor any of the initial purchasers have authorised, nor do they
authorise, the making of an offer of Notes in circumstances in which an obligation arises for the Issuer
or any of the initial purchasers to publish or supplement a prospectus for such offer.
For the purposes of this section, the expression an ``offer of the Notes to the public'' in relation to
any Notes in any Relevant Member State means the communication in any form and by any means of
sufficient information on the terms of the offer and any Notes to be offered to enable an investor to
decide to purchase or subscribe for any Notes, as the same may be varied in that Member State by any
measure implementing the Prospectus Directive in that Member State and the expression ``Prospectus
Directive'' means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending
Directive, to the extent implemented in the Relevant Member State) and includes any relevant
implementing measure in that Relevant Member State and the expression ``2010 PD Amending
Directive'' means Directive 2010/73/EU.
NOTICE TO UK INVESTORS
This Offering Memorandum has not been approved by an authorised person in the United
Kingdom and is for distribution only to and directed only at persons who (i) have professional
experience in matters relating to investments falling within Article 19(1) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (the ``Financial Promotion Order''),
(ii) are persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated
associations, etc.) of the Financial Promotion Order, (iii) are outside the United Kingdom or (iv) are
persons to whom an invitation or inducement to engage in investment activity within the meaning of
Section 21 of the Financial Services and Markets Act 2000 (the ``FSMA'') in connection with the issue
or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all
such persons together being referred to as ``relevant persons''). This Offering Memorandum is directed
only at relevant persons and must not be acted on or relied on by persons who are not relevant
persons. Any investment or investment activity to which this Offering Memorandum relates is available
iv


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 Memorandum or any of its contents.
No person may communicate or cause to be communicated any invitation or inducement to engage
in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with
the issue or sale of the Notes, other than in circumstances in which Section 21(1) of the FSMA does
not apply to us.
NOTICE REGARDING SERVICE OF PROCESS AND ENFORCEMENT OF JUDGMENTS
SUBSTANTIALLY ALL OF THE DIRECTORS AND EXECUTIVE OFFICERS OF THE
ISSUER ARE NON-RESIDENTS OF THE UNITED STATES. ALL OR A SUBSTANTIAL
PORTION OF THE ASSETS OF SUCH NON-RESIDENT PERSONS AND A SUBSTANTIAL
PORTION OF THE ASSETS OF THE ISSUER ARE LOCATED OUTSIDE THE UNITED
STATES. AS A RESULT, IT MAY NOT BE POSSIBLE FOR INVESTORS TO EFFECT SERVICE
OF PROCESS WITHIN THE UNITED STATES UPON SUCH PERSONS OR THE ISSUER, OR
TO ENFORCE AGAINST THEM IN US COURTS JUDGMENTS OBTAINED IN SUCH COURTS
PREDICATED UPON THE CIVIL LIABILITY PROVISIONS OF THE FEDERAL SECURITIES
LAWS OF THE UNITED STATES. FURTHERMORE, THE ISSUER IS ADVISED THAT:
(1) RECOGNITION AND ENFORCEMENT IN ENGLAND AND WALES OF JUDGMENTS IN
CIVIL AND COMMERCIAL MATTERS FROM US FEDERAL OR STATE COURTS IS NOT
AUTOMATIC BUT IS INSTEAD SUBJECT TO VARIOUS CONDITIONS BEING MET; AND
(2) IT IS QUESTIONABLE WHETHER THE COURTS OF ENGLAND AND WALES WOULD
ACCEPT JURISDICTION AND IMPOSE CIVIL LIABILITY IF THE ORIGINAL ACTION WAS
COMMENCED IN ENGLAND AND WALES, INSTEAD OF THE UNITED STATES, AND
PREDICATED SOLELY UPON US FEDERAL SECURITIES LAWS.
STABILISATION
In connection with the offering of the Notes, Merrill Lynch, Pierce, Fenner & Smith Incorporated
(the ``Stabilising Manager'') (or persons acting on behalf of the Stabilising Manager) may over-allot
Notes or effect transactions with a view to supporting the market price of the Notes at a level higher
than that which might otherwise prevail. However, there is no assurance and may be no obligation on
the Stabilising Manager that the Stabilising Manager (or persons acting on behalf of the Stabilising
Manager) will undertake stabilisation action. Any stabilisation action may begin on or after the date on
which adequate public disclosure of the terms of the offering of the Notes is made and, if begun, may
be ended at any time, but it must end no later than 30 days after the date on which the Issuer received
the proceeds of the issue, or no later than 60 days after the date of the allotment of the Notes,
whichever is the earlier. Any stabilisation action or over-allotment must be conducted by the Stabilising
Manager (or persons acting on their behalf) in accordance with all applicable laws and rules.
v


NOTES ON DEFINED TERMS USED IN THIS OFFERING MEMORANDUM
The following terms used in this Offering Memorandum have the meanings assigned to them
below:
``2011 Notes'' . . . . . . . . . . . . . . . . . .
The existing £500,000,000 8.125% Senior Notes due 2018,
$410,000,000 7.750% Senior Notes due 2018 and $410,000,000
8.125% Senior Notes due 2021 issued 19 May 2011.
``2012 Notes'' . . . . . . . . . . . . . . . . . .
The existing £500,000,000 8.250% Senior Notes due 2020
issued 27 March 2012.
``Asia Pacific'' . . . . . . . . . . . . . . . . . .
The marketing region we define as including Australia, Brunei,
Indonesia, Japan, Korea, Malaysia, New Zealand, the
Philippines, Singapore, Sri Lanka and Thailand.
``Board'' or ``board of directors'' . . . .
The board of directors of the Issuer.
``British pounds,'' ``GBP,'' ``pounds
sterling,'' ``sterling,'' or ``£'' . . . . . .
Pounds sterling, the currency of the United Kingdom of Great
Britain and Northern Ireland.
``Chinese yuan,'' ``CNY'' or ``yuan'' . .
Chinese yuan, the currency of the People's Republic of China.
``euro,'' ``EUR'' or ``A'' . . . . . . . . . . .
Euro, the currency of the European Union Member States
participating in the European Monetary Union.
``Fiscal year'' . . . . . . . . . . . . . . . . . .
Year beginning 1 April and ending 31 March of the
following year.
``Fiscal 2010'' . . . . . . . . . . . . . . . . . .
Year beginning 1 April 2009 and ended 31 March 2010.
``Fiscal 2011'' . . . . . . . . . . . . . . . . . .
Year beginning 1 April 2010 and ended 31 March 2011.
``Fiscal 2012'' . . . . . . . . . . . . . . . . . .
Year beginning 1 April 2011 and ended 31 March 2012.
``Fiscal 2013'' . . . . . . . . . . . . . . . . . .
Year beginning 1 April 2012 and ending 31 March 2013.
``Fiscal 2014'' . . . . . . . . . . . . . . . . . .
Year beginning 1 April 2013 and ending 31 March 2014.
``Ford'' . . . . . . . . . . . . . . . . . . . . . . .
Ford Motor Company.
``Free cash flow'' . . . . . . . . . . . . . . . .
Operating cash flow less investing cash flow excluding
investments in mutual funds.
``IFRS'' . . . . . . . . . . . . . . . . . . . . . .
International Financial Reporting Standards and
interpretations issued by the International Accounting
Standards Board and adopted by the European Commission.
``Indenture'' . . . . . . . . . . . . . . . . . . .
The indenture governing the Notes offered hereby.
``Indian GAAP'' . . . . . . . . . . . . . . . .
Accounting principles generally accepted in the Republic of
India.
``Indian rupees'' . . . . . . . . . . . . . . . .
Indian rupees, the currency of the Republic of India.
``Jaguar Land Rover,'' ``Jaguar Land
Rover Group,'' ``Group,'' ``we,''
``us'' and ``our'' . . . . . . . . . . . . . . .
Jaguar Land Rover Automotive plc and its subsidiaries
(including any of their predecessors).
vi


``Issuer'' . . . . . . . . . . . . . . . . . . . . . .
Jaguar Land Rover Automotive plc, a public limited company
incorporated under the laws of England and Wales.
``LIBOR'' . . . . . . . . . . . . . . . . . . . . .
London Interbank Offered Rate.
``MTM'' . . . . . . . . . . . . . . . . . . . . . .
Mark to market.
``National sales companies'' or
``NSCs'' . . . . . . . . . . . . . . . . . . . .
National sales companies for Jaguar Land Rover products.
``Retail volumes'' . . . . . . . . . . . . . . .
Aggregate number of finished vehicles sold by dealers to end
users. Although retail volumes do not directly impact our
revenue, we consider retail volumes as the best indicator of
consumer demand for our vehicles and the strength of our
brands.
``Revolving Loan Facility'' . . . . . . . . .
The £795,000,000 unsecured syndicated revolving loan facility
entered into in December 2011, as amended.
``Russian rouble'' . . . . . . . . . . . . . . .
Russian roubles, the currency of Russian Federation.
``SEC'' . . . . . . . . . . . . . . . . . . . . . . .
United States Securities and Exchange Commission.
``US dollars,'' ``USD,'' ``US$'' or ``$'' .
US dollars, the currency of the United States.
``US GAAP'' . . . . . . . . . . . . . . . . . .
Generally accepted accounting principles in the United States
of America.
``Wholesale volumes'' . . . . . . . . . . . .
Aggregate number of finished vehicles sold to (i) dealers in
the United Kingdom or foreign markets in which we have
established an NSC and (ii) importers in all other markets.
Generally, we recognise revenue on the sale of finished
vehicles and parts (net of discounts, sales incentives, customer
bonuses and rebates granted) when products are delivered to
dealers and, in connection with sales to importers, when
products are delivered to a carrier for export sales.
vii


PRESENTATION OF FINANCIAL AND OTHER DATA
Issuer
Jaguar Land Rover Automotive plc (formerly Jaguar Land Rover PLC), which is the holding
company of the Jaguar Land Rover business, was incorporated in England and Wales as a private
limited company on 18 January 2008, and registered under the name TML Holdings Limited on
6 February 2008 and the name JaguarLandRover Limited on 9 June 2008. On 6 April 2011, it was
re-registered in England and Wales as a public limited company. On 28 December 2012, its name was
changed to Jaguar Land Rover Automotive plc. The Issuer is a direct, wholly owned subsidiary of
TML Holdings PTE Limited (Singapore) (``TMLH''), itself wholly owned by Tata Motors. Tata Sons
Limited (``Tata Sons''), together with its subsidiaries, owned 28.5% of the voting rights capital in
Tata Motors as at 30 September 2012. In this Offering Memorandum, we refer to, and present
consolidated financial information for, the Issuer and its consolidated subsidiaries.
Financial Statements and Other Financial Information
· the audited consolidated financial statements of Jaguar Land Rover PLC (now Jaguar Land
Rover Automotive plc) and its subsidiaries as at and for the year ended 31 March 2012 (the
``2012 Consolidated Financial Statements'');
· the audited consolidated financial statements of Jaguar Land Rover PLC (now Jaguar Land
Rover Automotive plc) and its subsidiaries as at and for the year ended 31 March 2011 (the
``2011 Consolidated Financial Statements'');
· the audited non-statutory consolidated financial statements of Jaguar Land Rover PLC (now
Jaguar Land Rover Automotive plc) and its subsidiaries as at and for the year ended 31 March
2010 (the ``2010 Consolidated Financial Statements''); and
· the unaudited, condensed consolidated interim financial statements of Jaguar Land Rover PLC
(now Jaguar Land Rover Automotive plc) and its subsidiaries as at and for the six months ended
30 September 2012 (the ``2012 Condensed Consolidated Interim Financial Statements'' and,
together with the 2012 Consolidated Financial Statements and the 2011 Consolidated Financial
Statements, the ``Consolidated Financial Statements'').
We have derived the consolidated financial data for the Fiscal years ended 31 March 2012, 2011
and 2010 and, except as noted in the following sentence, the interim consolidated financial data for the
six months ended 30 September 2012 and 2011 from the Consolidated Financial Statements, included
elsewhere in this Offering Memorandum. Interim consolidated balance sheet data as at 30 September
2011 have been derived from the unaudited, condensed consolidated interim financial statements at and
for the six months ended 30 September 2011, not included in this Offering Memorandum.
Due to reclassifications made in connection with the preparation of the 2011 Consolidated
Financial Statements in order to present these items in a manner that is consistent with the IFRS
financial statements of Tata Motors, our parent company, certain (unaudited) comparative information
included in this Offering Memorandum and derived from the 2012 Consolidated Financial Statements
for the year ended 31 March 2010 is not comparable in all respects to the 2010 Consolidated Financial
Statements. These changes in presentation have not been applied retrospectively to the 2010
Consolidated Financial Statements and are therefore unaudited. For a description of the changes to the
consolidated income statements, please see ``Operating and Financial Review and Prospects--
Explanation of Income Statement Line Items.'' For a description of the changes to the consolidated
cash flows, please see ``Operating and Financial Review and Prospects--Liquidity and Capital
Resources--Cash flow data.'' We believe that the reclassification to certain comparative amounts in the
consolidated balance sheets is insignificant.
viii