Obbligazione JLR Automotive PLC 7.75% ( USG5002FAT33 ) in USD

Emittente JLR Automotive PLC
Prezzo di mercato 99.965 USD  ▼ 
Paese  Regno Unito
Codice isin  USG5002FAT33 ( in USD )
Tasso d'interesse 7.75% per anno ( pagato 2 volte l'anno)
Scadenza 15/10/2025 - Obbligazione è scaduto



Prospetto opuscolo dell'obbligazione Jaguar Land Rover Automotive Plc USG5002FAT33 in USD 7.75%, scaduta


Importo minimo 200 000 USD
Importo totale 700 000 000 USD
Cusip G5002FAT3
Standard & Poor's ( S&P ) rating BBB- ( Lower medium grade - Investment-grade )
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 USG5002FAT33, pays a coupon of 7.75% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 15/10/2025
The Obbligazione issued by JLR Automotive PLC ( United Kingdom ) , in USD, with the ISIN code USG5002FAT33, was rated BBB- ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.







This offering memorandum constitutes a prospectus for purposes of Part IV of the Luxembourg law on prospectuses for
securities dated July 16, 2019.
OFFERING MEMORANDUM
NOT FOR GENERAL CIRCULATION
IN THE UNITED STATES
Jaguar Land Rover Automotive plc
$700,000,000 7.75% Senior Notes due 2025
Guaranteed on a senior unsecured basis by Jaguar Land Rover Limited
and Jaguar Land Rover Holdings Limited
The 7.75% Senior Notes due 2025 will be issued in the aggregate principal amount of $700,000,000 (the "Notes"). The Notes will
bear interest at the rate of 7.75% per annum, payable semi-annually in arrears on 15 April and 15 October of each year, beginning on 15 April
2021. The Notes will mature on 15 October 2025. Jaguar Land Rover Automotive plc (the "Issuer") may redeem all or part of the Notes, in
whole or in part, at any time and from time to time on or after 15 October 2022, at the redemption prices specified herein. At any time and
from time to time prior to 15 October 2022, the Issuer may redeem all or part of the Notes at a price equal to 100% of the principal amount
thereof, plus accrued and unpaid interest to the redemption date, plus the "make-whole" premium set forth in this offering memorandum. At
any time and from time to time prior to 15 October 2022, the Issuer may redeem up to 40% of the Notes with the net cash proceeds from
certain equity offerings at the redemption price set forth herein. In addition, the Issuer may redeem all of the Notes at a price equal to their
principal amount plus accrued and unpaid interest, if any, upon the occurrence of certain changes in applicable tax law. There is no sinking
fund for the Notes. In the event of a Change of Control Repurchase Event (as defined herein), 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 (and is not senior) 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 and Jaguar Land Rover Holdings 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 2014/65/EU (as amended, "MiFID II"). There is no assurance
that the Notes will be listed on the Official List of the Luxembourg Stock Exchange and admitted to trading on the Euro MTF Market thereof.
Investing in the Notes involves risks. Please see "Risk Factors" beginning on page 34.
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 persons outside the United States that are
not, and are not acting for the account or benefit of, "U.S. persons" (as defined in Regulation S under the US Securities Act ("Regulation S"))
in offshore transactions in accordance with 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.
Price of the Notes: 100% plus accrued interest, if any, from and including 13 October 2020
The Notes will be issued in the form of global notes in registered form. Please see "Book-entry; Delivery and Form".
Joint Global Coordinators and Bookrunners
BofA Securities
Citigroup
Goldman Sachs International
J.P. Morgan
Joint Bookrunners
Barclays
BNP PARIBAS
Crédit Agricole CIB
Deutsche Bank
HSBC
Mizuho Securities
Morgan Stanley
NatWest Markets
ANZ
Bank of China
Credit Suisse
DBS Bank Ltd.
ICBC
ING
Lloyds Bank Corporate Markets
MUFG
Santander
Scotiabank
Société Générale
SEB
Standard Chartered Bank
Corporate & Investment Banking
UniCredit Capital Markets
13 October 2020




TABLE OF CONTENTS
Page
Important Information ................................................................................................................
ii
Defined Terms Used in This Offering Memorandum ........................................................................
vii
Presentation of Financial and Other Data .......................................................................................
xii
Industry and Market Data............................................................................................................
xviii
Forward-Looking Statements .......................................................................................................
xix
Exchange Rates.........................................................................................................................
xxii
Summary .................................................................................................................................
1
Corporate and Financing Structure ................................................................................................
19
The Offering.............................................................................................................................
21
Summary Consolidated Financial and Other Data ............................................................................
24
Risk Factors .............................................................................................................................
34
Use of Proceeds ........................................................................................................................
79
Capitalisation ...........................................................................................................................
80
Selected Consolidated Financial and Other Data ..............................................................................
82
Operating and Financial Review and Prospects ...............................................................................
85
Our Business ............................................................................................................................
128
Board of Directors and Board of Management ................................................................................
166
Major Shareholders and Related Party Transactions .........................................................................
173
Description of Other Indebtedness ................................................................................................
175
Description of the Notes .............................................................................................................
195
Book-Entry; Delivery and Form ...................................................................................................
221
Taxation ..................................................................................................................................
226
Plan of Distribution....................................................................................................................
230
Notice to Investors.....................................................................................................................
234
Legal Matters ...........................................................................................................................
238
Independent Auditors .................................................................................................................
239
Service of Process and Enforcement of Judgments ...........................................................................
240
Where You Can Find More Information.........................................................................................
242
Listing and General Information ...................................................................................................
243
Glossary of Selected Terms .........................................................................................................
245
Index to the Consolidated Financial Statements ...............................................................................
F-1
i


IMPORTANT INFORMATION
None of the Issuer, the Guarantors or BofA Securities, Inc., Citigroup Global Markets Inc.,
Goldman Sachs International, J.P. Morgan Securities LLC, Barclays Bank PLC, BNP Paribas Securities
Corp., Crédit Agricole Corporate and Investment Bank, Deutsche Bank AG, London Branch, HSBC Bank
plc, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, NatWest Markets Securities Inc., Australia
and New Zealand Banking Group Limited, Bank of China Limited, London Branch, Credit Suisse
Securities (Europe) Limited, DBS Bank Ltd., ICBC Standard Bank Plc, ING Bank N.V., London Branch,
Lloyds Bank Corporate Markets plc, MUFG Securities Americas Inc., Santander Investment Securities
Inc., Scotia Capital (USA) Inc., Skandinaviska Enskilda Banken AB (publ), Société Générale, Standard
Chartered Bank and UniCredit Capital Markets LLC (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 (this "Offering Memorandum"). The Issuer, the Guarantors and the initial
purchasers take no responsibility for, and can provide no assurance as to the reliability of, any other
information that others may give you. 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, tax or any other 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 the Issuer 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,
adequacy 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.
ii


The Issuer and the Guarantors accept responsibility for the information contained in this Offering
Memorandum. To the best of the knowledge and belief of the Issuer and the Guarantors, 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 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 Depository Trust Company ("DTC") currently in
effect. While the Issuer accepts responsibility for accurately summarising the information concerning DTC, it
accepts 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, adequacy or completeness 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.
There is currently no public market for the Notes and no guarantee is given that such public market will
come into existence. The Issuer intends to list the Notes on the Official List of the Luxembourg Stock Exchange
and 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 and/or may require the inclusion of
iii


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 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 Milbank LLP in London. Any investor
or potential investor in the European Economic Area (the "EEA") or the United Kingdom ("UK") 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. If a jurisdiction requires that the offering be made by a licensed broker or
dealer and the initial purchasers or any affiliate of the initial purchasers is a licensed broker or dealer in that
jurisdiction, the offering shall be deemed to be made by the initial purchasers or such affiliate on behalf of us in
such jurisdiction. Please see "Notice to US Investors", "Notice to EEA and UK Investors" and "Notice to UK
Investors".
The Notes will be issued in the form of global notes. Please see "Book-Entry; Delivery and Form".
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", or QIBs, 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 purchasers 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 persons outside the United States that are not, and are not acting for the account or benefit of,
"U.S. persons" (as defined in Regulation S) in reliance on Rule 903 or Rule 904 of Regulation S. For a
description of certain further restrictions on resale or transfer of the Notes, please see "Notice to Investors".
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 in the United States and may be a criminal offence in other
countries.
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.
iv


NOTICE TO EEA AND UK INVESTORS
This Offering Memorandum has been prepared on the basis that any offer of the securities referred to
herein in any member state of the EEA or in the UK will be made pursuant to an exemption under Regulation
(EU) 2017/1129 (the "Prospectus Regulation") from the requirement to publish a prospectus for offers of the
securities referred to herein. Accordingly any person making or intending to make an offer in a member state or
in the UK of Notes which are the subject of the offering 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 pursuant to Article 3 of the Prospectus Regulation, in each case, in relation to such offer. Neither the
Issuer nor the initial purchasers have authorised, nor do they authorise, the making of any offer of Notes in
circumstances in which an obligation arises for the Issuer or any of the initial purchasers to publish a prospectus
for such offer.
MiFID Product Governance/Professional Investors and ECPs Only Target Market: Solely for the
purposes of each manufacturer's product approval process, the target market assessment in respect of the debt
securities described in the offering memorandum has led to the conclusion that: (i) the target market for such debt
securities is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as
amended, "MiFID II"); and (ii) all channels for distribution of such debt securities to eligible counterparties and
professional clients are appropriate. Any person subsequently offering, selling or recommending such debt
securities (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
such debt securities (by either adopting or refining the manufacturers' target market assessment) and determining
appropriate distribution channels.
PRIIPs Regulation/Prohibition of Sales to EEA and UK Retail Investors: The Notes described in
this Offering Memorandum 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 in 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 (11) of Article 4(1) of
MiFID II or (ii) a customer within the meaning of Directive 2016/97/EU (as amended, the "Insurance
Distribution Directive"), where that customer would not qualify as a professional client as defined in point
(10) of Article 4(1) of MiFID II. Consequently no key information document required by Regulation (EU) No
1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them
available to retail investors in the EEA or in the UK has been prepared and therefore offering or selling the Notes
or otherwise making them available to any retail investor in the EEA or in the UK may be unlawful under the
PRIIPs Regulation.
References in this Offering Memorandum to "Regulations" or "Directives" include, in relation to the
UK, those Regulations or Directives as they form part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 or have been implemented in UK domestic law, as appropriate.
NOTICE TO UK INVESTORS
This Offering Memorandum has not been approved by an authorised person in the United
Kingdom. This Offering Memorandum is for distribution only to persons who: (i) have professional
experience in matters relating to investments falling within Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Financial Promotion Order");
(ii) are persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated
associations, etc.) of the Financial Promotion Order; (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) 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
v


investment activity to which this Offering Memorandum relates is available only to relevant persons and
will be engaged in only with relevant persons.
NOTICE TO CANADIAN INVESTORS
The Notes may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are
accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of
the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration
Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the Notes must be made in
accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable
securities laws.
Securities legislation in certain provinces or territories of Canada may provide a purchaser with
remedies for rescission or damages if this Offering Memorandum (including any amendment thereto) contains a
misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the
time limit prescribed by the securities legislation of the purchaser's province or territory. The purchaser should
refer to any applicable provisions of the securities legislation of the purchaser's province or territory for
particulars of these rights or consult with a legal advisor.
Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts ("NI 33-105"), the
initial purchasers are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter
conflicts of interest in connection with this offering.
NOTICE REGARDING SERVICE OF PROCESS AND ENFORCEMENT OF JUDGMENTS
ALL OR 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, BofA Securities, Inc. (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,
stabilisation action may not necessarily occur. 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 cease 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 its behalf) in accordance with
all applicable laws and rules.
vi


DEFINED TERMS USED IN THIS OFFERING MEMORANDUM
The following terms used in this Offering Memorandum have the meanings assigned to them below.
Notes
"January 2013 Notes" ......................... The existing $500,000,000 5.625% Senior Notes due 2023 issued
28 January 2013.
"January 2014 Notes" ......................... The existing £400,000,000 5.000% Senior Notes due 2022 issued
31 January 2014.
"February 2015 Notes" ........................ The existing £400,000,000 3.875% Senior Notes due 2023 issued
24 February 2015.
"January 2017 Euro Notes" .................. The existing 650,000,000 2.200% Senior Notes due 2024 issued
17 January 2017.
"January 2017 Pound Notes" ................ The existing £300,000,000 2.750% Senior Notes due 2021 issued
24 January 2017.
"January 2017 Notes" ......................... The January 2017 Euro Notes and the January 2017 Pound Notes.
"October 2017 Notes" ......................... The existing $500,000,000 4.500% Senior Notes due 2027 issued
10 October 2017.
"September 2018 Notes" ..................... The existing 500,000,000 4.500% Senior Notes due 2026 issued
14 September 2018.
"November 2019 Notes" ...................... The existing 500,000,000 5.875% Senior Notes due 2024 and the
existing 300,000,000 6.875% Senior Notes due 2026 issued
26 November 2019.
"December 2019 Notes" ...................... The existing 200,000,000 6.875% Senior Notes due 2026 issued
20 December 2019 having the same terms and conditions as the
300,000,000 6.875% Senior Notes due 2026 issued 26 November
2019.
"Existing Notes" ................................ The January 2013 Notes, the January 2014 Notes, the February 2015
Notes, the January 2017 Euro Notes, the January 2017 Pound Notes,
the October 2017 Notes, the September 2018 Notes, the November
2019 Notes and the December 2019 Notes.
Certain Other Terms
"Adjusted EBIT"................................ Defined as per Adjusted EBITDA but including share of profit/loss
from equity accounted investments, depreciation and amortisation.
"Adjusted EBIT margin" ..................... Defined as Adjusted EBIT divided by revenue.
"Adjusted EBITDA" ........................... Defined as profit before income tax expense, exceptional items,
finance expense (net of capitalised interest), finance income, gains/
vii


losses on unrealised derivatives and debt, gains/losses on realised
derivatives entered into for the purpose of hedging debt, unrealised
fair value gains/losses on equity investments, share of profit/loss from
equity accounted investments, depreciation and amortisation.
"Board" or "board of directors"............. The board of directors of the Issuer.
"Brexit"............................................ The exit of the United Kingdom from the European Union formally
initiated by the United Kingdom government on 29 March 2017,
which occurred on 31 January 2020; followed by a transition period
ending on 31 December 2020, during which the European Union
would treat the United Kingdom as if it were still a member of the
European Union.
"British pounds", "GBP", "pounds
sterling", "sterling", or "£" ............... Pounds sterling, the currency of the United Kingdom of Great Britain
and Northern Ireland.
"Chery" ............................................ Chery Automobile Company Ltd.
"China Joint Venture" ......................... Chery Jaguar Land Rover Automotive Co., Ltd., our joint venture
with Chery to develop, manufacture and sell certain Jaguar Land
Rover vehicles and at least one own-branded vehicle in China.
"China Revolving Facility" .................. The three year (subject to annual review) RMB 5 billion
(£576 million equivalent as at 30 June 2020) working capital loan
facility entered into by Jaguar Land Rover (China) Investment Co.,
our wholly owned Chinese subsidiary, on 8 June 2020.
"Chinese yuan" or "CNY" ................... Chinese yuan, the currency of the People's Republic of China.
"COSO" ........................................... Committee of Sponsoring Organizations of the Treadway
Commission.
``COVID-19'' ................................... The infectious disease caused by acute respiratory syndrome
SARS-CoV-2 and the pandemic resulting therefrom, which is
continuing as of the date of this Offering Memorandum, and public
health events related thereto.
"EMC" ............................................. The engine manufacturing centre in Wolverhampton.
"euro" or "" ..................................... Euro, the currency of the member states of the European Union
participating in the European Monetary Union.
"Fiscal 2017" .................................... Year beginning 1 April 2016 and ended 31 March 2017.
"Fiscal 2018" .................................... Year beginning 1 April 2017 and ended 31 March 2018.
"Fiscal 2019" .................................... Year beginning 1 April 2018 and ended 31 March 2019.
"Fiscal 2020" .................................... Year beginning 1 April 2019 and ended 31 March 2020.
"Fiscal 2021" .................................... Year beginning 1 April 2020 and ending 31 March 2021.
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