Obbligazione SisalCorp 7% ( XS0946728564 ) in EUR

Emittente SisalCorp
Prezzo di mercato 100 EUR  ⇌ 
Paese  Paesi Bassi
Codice isin  XS0946728564 ( in EUR )
Tasso d'interesse 7% per anno ( pagato 1 volta l'anno)
Scadenza 31/07/2023 - Obbligazione č scaduto



Prospetto opuscolo dell'obbligazione Sisal Group XS0946728564 in EUR 7%, scaduta


Importo minimo 100 000 EUR
Importo totale 625 000 000 EUR
Descrizione dettagliata Sisal Group č una societā italiana leader nel settore del gioco, delle tecnologie e dei servizi di pagamento, attiva anche nel settore delle telecomunicazioni e dei media.

The Obbligazione issued by SisalCorp ( Netherlands ) , in EUR, with the ISIN code XS0946728564, pays a coupon of 7% per year.
The coupons are paid 1 time per year and the Obbligazione maturity is 31/07/2023







OFFERING MEMORANDUM
NOT FOR GENERAL DISTRIBUTION
IN THE UNITED STATES



InterXion Holding N.V.
150,000,000
6.00% Senior Secured Notes due 2020

InterXion Holding N.V., a public limited liability company (naamloze vennootschap) incorporated under the laws of The
Netherlands (the "Issuer"), is offering (the "Offering") 150,000,000 aggregate principal amount of its 6.00% Senior Secured Notes
due 2020 (the "Additional Notes"). The Additional Notes are being offered as additional Notes under an indenture pursuant to
which, on July 3, 2013, the Issuer issued 325,000,000 in aggregate principal amount of 6.00% Senior Secured Notes due 2020 (the
"Original Notes" and together with the Additional Notes, the "Notes"). The Additional Notes offered hereby and the Original Notes
will be treated as a single class for all purposes under the indenture governing the Notes. We will pay interest on the Notes semi-
annually on each January 15 and July 15, commencing with respect to the Additional Notes on July 15, 2014. Prior to July 15, 2016,
we will be entitled, at our option, to redeem all or a portion of the Notes by paying the relevant "make-whole" premium. At any time
on or after July 15, 2016, we may redeem all or part of the Notes by paying a specified premium to you. In addition, prior to July 15,
2016, we may redeem at our option up to 35% of the Notes with the net proceeds from certain equity offerings. In addition, prior to
July 15, 2016, we may redeem up to 10% of the Notes in each twelve-month period commencing on the Issue Date at a redemption
price equal to 103% of the principal amount thereof. If we undergo a change of control or sell certain of our assets, we may be
required to make an offer to purchase the Notes. In the event of certain developments affecting taxation, we may redeem all, but not
less than all, of the Notes.
The Original Notes are and the Additional Notes will be the Issuer's general secured obligations and are and will rank equally
in right of payment with all of the Issuer's existing and future debt that is not subordinated in right of payment to the Notes and are
and will be structurally subordinated to all existing and future debt of subsidiaries of the Issuer that do not provide Guarantees. The
Original Notes are and the Additional Notes will be guaranteed on a senior secured basis by certain of the Issuer's wholly-owned
subsidiaries (a "Guarantor" and, collectively, the "Guarantors"). The guarantee of the Original Notes by each Guarantor (a
"Guarantee" and, collectively, the "Guarantees") rank and the Guarantees of the Additional Notes will rank equally in right of
payment with all of such Guarantor's existing and future debt that is not subordinated in right of payment to such Guarantee, and
rank and will rank senior in right of payment to any and all of such Guarantor's existing and future debt that is subordinated in right
of payment to its Guarantee. The Original Notes and the Guarantees are, and the Additional Notes will be, secured by certain assets
that also secure our obligations under the Revolving Credit Facility (as defined herein), as more fully described elsewhere in this
Offering Memorandum.
This Offering Memorandum includes information on the terms of the Notes and Guarantees, including redemption and
repurchase prices, covenants and transfer restrictions.
The Original Notes have been admitted to the Official List of the Luxembourg Stock Exchange for trading on the Euro MTF
market. We have applied to have the Additional Notes admitted to listing on the Official List of the Luxembourg Stock Exchange
for trading on the Euro MTF Market.
Investing in the Additional Notes involves a high degree of risk. See "Risk Factors"
beginning on 27.

Price: 106.75% plus accrued interest from January 15, 2014.

The Additional Notes were delivered in book-entry form through Euroclear and Clearstream on April 29, 2014. The Additional
Notes sold pursuant to Regulation S under the U.S. Securities Act of 1933, as amended ( the "U.S. Securities Act"), will have different
international securities identification numbers and common codes from, and will not trade fungibly with, the Original Notes during the
period prior to and including the 40th day following the issue date of the Additional Notes. After the 40th day following such date,
certain selling restrictions with respect to the Additional Notes sold pursuant to Regulation S under the Securities Act will terminate and
the Additional Notes will become fully fungible with, and have the same international securities identification numbers and common
codes as, the Original Notes.

The Additional Notes and the Guarantees have not been, and will not be, registered under the U.S. Securities Act. The
Additional Notes may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons, except to
qualified institutional buyers in reliance on the exemption from registration provided by Rule 144A under the U.S. Securities Act
("Rule 144A") and to certain persons in offshore transactions in reliance on Regulation S under the U.S. Securities Act
("Regulation S"). You are hereby notified that sellers of the Additional Notes may be relying on the exemption from the provisions
of Section 5 of the U.S. Securities Act provided by Rule 144A. See "Notice to Investors" for additional information about eligible
offerees and transfer restrictions.
Bookrunner

Barclays
Co-manager

ABN AMRO
The date of this LuxSE Offering Memorandum is May 30, 2014.





TABLE OF CONTENTS

Important Information About This Offering Memorandum . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2
Notice to Certain European Investors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5
Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7
Presentation of Financial and Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8
Currency Presentation and Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9
Presentation of Industry and Market Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9
Exchange Rate Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10
Where You Can Find More Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11
Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12
Corporate Structure and Certain Financing Arrangements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
16
The Offering . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
17
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
22
Summary Financial and Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
23
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
27
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
48
Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
49
Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
50
Description of Certain Financing Arrangements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
52
Description of the Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
62
Book-Entry, Delivery and Form . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 114
Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 118
Certain United States Federal Income Tax Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 118
Dutch Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 122
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 126
Notice to Investors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 129
Limitations on Validity and Enforceability of Guarantees and Security Interests and Certain Insolvency
Law Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 132
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 168
Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 168
Available Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 168
Service of Process and Enforcement of Civil Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 168
Listing and General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 174

1


IMPORTANT INFORMATION ABOUT THIS OFFERING MEMORANDUM

You should base your decision to invest in the Additional Notes solely on the information contained in
this offering memorandum (the "Offering Memorandum"). We have not, and Barclays Bank PLC and
ABN AMRO Bank N.V. (collectively, the "Initial Purchasers") have not, authorized anyone to provide
prospective investors with any information or represent anything about us, the Initial Purchasers, our
business or our financial results or this Offering that is not contained in this Offering Memorandum, and
you should not rely on any such information. We are not, and the Initial Purchasers are not, making an
offer of the Additional Notes in any jurisdiction where such an offer would not be permitted. The
information in this Offering Memorandum is current only as of the date on the cover, and our business or
financial position and other information in this Offering Memorandum may change after that date.

We have prepared this Offering Memorandum based on information we have or have obtained from sources
we believe to be reliable. Summaries of documents contained in this Offering Memorandum may not be
complete. We will make copies of actual documents available to you upon request. None of us nor the Initial
Purchasers represent that the information herein is complete.

This Offering Memorandum has been prepared by us solely for use in connection with this Offering, and for
our application for listing on the Official List of the Luxembourg Stock Exchange and
admission to trading on the Euro MTF Market.

In addition, neither we nor the Initial Purchasers, nor any of our or their respective representatives, is
making any representation to you regarding the legality of an investment in the Additional Notes under
appropriate legal investment or other laws, and you should not construe anything in this Offering Memorandum
as legal, business or tax advice. You should consult your own legal, tax and business advisors regarding an
investment in the Additional Notes. You are responsible for your own examination of the Company and your
own assessment of the merits and risks of investing in the Additional Notes. Each prospective purchaser of the
Additional Notes must comply with all applicable laws and rules and regulations in force in any jurisdiction in
which it purchases, offers or sells the Additional Notes and must obtain any consent, approval or permission
required by it for the purchase, offer or sale by it of the Additional Notes under the laws and regulations in force
in any jurisdiction to which it is subject or in which it makes such purchases, offers or sales, and neither we nor
the Initial Purchasers shall have any responsibility therefor.

The Initial Purchasers will provide prospective investors with a copy of this Offering Memorandum and any
related amendments or supplements. By receiving this Offering Memorandum, 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 as to whether or not to invest in the Additional Notes.

We are offering the Additional Notes, and the Guarantors are issuing the Guarantees, in reliance on an
exemption from registration under the U.S. Securities Act for an offer and sale of securities that does not involve
a public offering. If you purchase the Additional Notes, you will be deemed to have made certain
acknowledgments, representations and warranties as detailed under "Notice to Investors." You may be required
to bear the financial risk of an investment in the Additional Notes for an indefinite period. Neither we nor the
Initial Purchasers are making an offer to sell the Additional Notes in any jurisdiction where the offer and sale of
the Additional Notes is prohibited. We do not make any representation to you that the Additional Notes are a
legal investment for you. No action has been, or will be, taken to permit a public offering in any jurisdiction
where action would be required for that purpose.

Neither the U.S. Securities and Exchange Commission (the "SEC"), any U.S. state securities commission
nor any non-U.S. securities authority nor other authority has approved or disapproved of the Additional Notes or
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.

2


We accept responsibility for the information contained in this Offering Memorandum. We have made all
reasonable inquiries and confirm to the best of our knowledge, information and belief that the information
contained in this Offering Memorandum with regard to us and our subsidiaries and affiliates and the Additional
Notes is true and accurate in all material respects, that the opinions and intentions expressed in this Offering
Memorandum are honestly held and that we are not aware of any other facts, the omission of which would make
this Offering Memorandum or any statement contained herein misleading in any material respect.

The information contained under the caption "Exchange Rate Information" includes extracts from
information and data publicly released by official and other sources. While we accept responsibility for
accurately summarizing the information concerning exchange rates, we accept no further responsibility in respect
of such information. In addition, the information set out in relation to sections of this Offering Memorandum
describing clearing and settlement arrangements, including the section entitled "Book-Entry, Delivery and
Form," is subject to change in or reinterpretation of the rules, regulations and procedures of Euroclear or
Clearstream currently in effect. While we accept responsibility for accurately summarizing the information
concerning Euroclear or Clearstream, we accept no further responsibility in respect of such information.

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 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 the future.

We have prepared this Offering Memorandum solely for use in connection with the offer of the Additional
Notes to qualified institutional buyers under Rule 144A under the U.S. Securities Act and to non-U.S. persons
(within the meaning of Regulation S under the U.S. Securities Act) outside the United States under Regulation S
under the U.S. Securities Act.

We reserve the right to withdraw this Offering at any time. We are making this Offering subject to the terms
described in this Offering Memorandum and the purchase agreement relating to the Additional Notes entered into
between us and the Initial Purchasers. We and the Initial Purchasers each reserve the right to reject any offer to
purchase the Additional Notes, in whole or in part, for any reason, sell less than the entire principal amount of the
Additional Notes offered hereby or allocate to any purchaser less than all of the Additional Notes for which it has
subscribed. The Initial Purchasers and certain of their related entities may also acquire, for their own accounts, a
portion of the Additional Notes.

Application has been made for the Additional Notes to be admitted to listing on the Official List of the
Luxembourg Stock Exchange and to trading on the Euro MTF market. In the course of any review by the
competent authority, we may be requested to make changes to the financial and other information included in this
Offering Memorandum. We also may be required to update the information in this Offering Memorandum to
reflect changes in our business, financial condition or results of operations and prospects. In addition, any
investor or potential investor in the European Economic Area (the "EEA") should not base any investment
decision relating to the Additional Notes on the information contained in this document after publication of the
listing particulars and should refer instead to those listing particulars.

For the convenience of the reader, we have included the address of our website and certain other websites
elsewhere in this Offering Memorandum. The contents of these websites are not incorporated by reference or
otherwise included in this Offering Memorandum.

The Additional Notes are subject to restrictions on transferability and resale and may not be transferred or
resold except as permitted under the U.S. Securities Act and applicable securities laws of any other jurisdiction
pursuant to registration or exemption therefrom. You should be aware that you may be required to bear the
financial risks of this investment for an indefinite period of time. See "Notice to Investors."


STABILIZATION

IN CONNECTION WITH THIS OFFERING, BARCLAYS BANK PLC (THE "STABILIZING
MANAGER") (OR PERSONS ACTING ON BEHALF OF THE STABILIZING MANAGER) MAY
OVER-ALLOT NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE
MARKET PRICE OF THE ADDITIONAL NOTES AT A LEVEL HIGHER THAN THAT WHICH
MIGHT OTHERWISE PREVAIL. HOWEVER, THERE IS NO ASSURANCE THAT THE
STABILIZING MANAGER (OR PERSONS ACTING ON BEHALF OF A STABILIZING MANAGER)

3


WILL UNDERTAKE STABILIZATION ACTION. ANY STABILIZATION ACTION MAY BEGIN ON
OR AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE FINAL TERMS
OF THE OFFER OF THE ADDITIONAL NOTES IS MADE AND, IF BEGUN, MAY BE ENDED AT
ANY TIME, BUT MUST END NO LATER THAN THE EARLIER OF 30 CALENDAR DAYS AFTER
THE ISSUE DATE OF THE ADDITIONAL NOTES AND 60 CALENDAR DAYS AFTER THE DATE
OF THE ALLOTMENT OF THE ADDITIONAL NOTES.


NOTICE TO PROSPECTIVE INVESTORS

THE ADDITIONAL 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
ADDITIONAL NOTES TO THE PUBLIC.

THIS OFFERING MEMORANDUM CONTAINS IMPORTANT INFORMATION WHICH YOU
SHOULD READ BEFORE YOU MAKE ANY DECISION WITH RESPECT TO AN INVESTMENT IN
THE ADDITIONAL NOTES.


NOTICE TO NEW HAMPSHIRE RESIDENTS

NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A
LICENSE 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 OF THE STATE OF NEW HAMPSHIRE 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 OF THE STATE OF NEW
HAMPSHIRE 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 U.S. INVESTORS

This Offering is being made in the United States in reliance upon an exemption from registration under the
U.S. Securities Act for an offer and sale of the Additional Notes which does not involve a public offering. In
making your purchase, you will be deemed to have made certain acknowledgements, representations, warranties
and agreements that are described in this Offering Memorandum. See "Notice to Investors."

This Offering Memorandum is being provided (1) to a limited number of United States investors that the
Company reasonably believes to be "qualified institutional buyers," commonly referred to as "QIBs" under
Rule 144A for informational use solely in connection with their consideration of the purchase of the Additional
Notes and (2) to investors outside the United States who are not U.S. persons in connection with offshore
transactions complying with Rule 903 or Rule 904 of Regulation S. Prospective investors are hereby notified that
the sellers may be relying on the exemption from the registration requirements of Section 5 of the U.S. Securities
Act provided by Rule 144A.

The Additional 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.

4


NOTICE TO CERTAIN EUROPEAN INVESTORS

European Economic Area. This Offering Memorandum has been prepared on the basis that any offer of
Additional Notes in any Member State of the European Economic Area which has implemented the Prospectus
Directive (each, a "Relevant Member State") will be made pursuant to an exemption under the Prospectus
Directive from the requirement to publish a prospectus for offers of Additional Notes. 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 the Relevant Member State and the expression "2010 PD Amending Directive" means
Directive 2010/73/EU.

Each subscriber for or purchaser of the Additional Notes in the Offering located within a member state of
the EEA will be deemed to have represented, acknowledged and agreed that it is a "qualified investor" within the
meaning of Article 2(1)(e) of the Prospectus Directive. The Issuer, the Initial Purchasers and their affiliates, and
others will rely upon the trust and accuracy of the foregoing representation, acknowledgement and agreement.
Notwithstanding the above, a person who is not a qualified investor and who has notified the Initial Purchasers of
such fact in writing may, with the consent of the Initial Purchasers, be permitted to subscribe for or purchase the
Additional Notes in the Offering.

The Netherlands. The Additional Notes (including the rights representing an interest in the Additional
Notes in global form) which are the subject of this Offering Memorandum, have not been, and shall not be,
offered, sold, transferred or delivered to the public in The Netherlands, unless in reliance on Article 3(2) of the
Prospectus Directive and provided:

(a) such offer is made exclusively to legal entities which are qualified investors within the meaning of the
Prospectus Directive; or

(b) standard logo and exemption wording are incorporated in offer documents, advertisements and
documents in which the offer is announced, as required by article 5:20(5) of the Dutch Financial
Supervision Act (Wet op het financieel toezicht, the "FSA"); or

(c) such offer is otherwise made in circumstances in which article 5:20(5) of the FSA is not applicable.

For the purposes of the above, the expressions (i) "an offer of Additional Notes to the public" in relation to any
Additional Notes in The Netherlands; and (ii) "Prospectus Directive", have the meaning given to them in the
paragraph above.

Belgium. This offering memorandum has not been and will not be notified to or approved by the Belgian
Financial Services and Markets Authority.

The Notes may not, whether directly or indirectly, be offered, sold, transferred or delivered in Belgium, as part
of their initial distribution or at any time thereafter, by way of a public offering in Belgium except under the
exemptions provided in Article 3, section 2 of the Belgian Act of 16 June 2006 on the public offering of
investment instruments and the admission of investment instruments to trading on a regulated market, as
amended (the "Prospectus Act"), i.e. by way of an offer: (a) to qualified investors within the meaning of Article
10 of the Belgian Prospectus Act and the Royal Decree of 26 September 2006 relating to the register of eligible
investors and adapting the concept of eligible investors; (b) to less than 150 natural persons or legal entities
which are not qualified investors per Member State of the European Economic Area; (c) requiring a total
consideration of at least 100,000 per investor, for each separate offer; (d) of Notes with a denomination per unit
of at least 100,000; or (e) of Notes with a total transaction value of less than 100,000 in the European
Economic Area, this limit being calculated over a period of 12 months.

For the purposes of this provision, the expression "offer of Notes to the public" in relation to any Notes in
Belgium means the communication, in any form and by any means, presenting sufficient information on the
terms of the offering and the offer of Notes to be offered so as to enable an investor to decide to purchase or
subscribe the offer of Notes.

Sweden. This Offering Memorandum is not a prospectus and has not been prepared in accordance with the
prospectus requirements provided for in the Swedish Financial Instruments Trading Act (lagen (1991:980) om
handel med finansiella instrument) nor any other Swedish enactment. Neither the Swedish Financial Supervisory
Authority (Finansinspektionen) nor any other Swedish public body has examined, approved or registered this

5


offering memorandum or will examine, approve or register this offering memorandum. Accordingly, this offering
memorandum may not be made available, nor may the Additional Notes otherwise be marketed or offered for
sale, in Sweden other than in circumstances that constitute an exemption from the requirement to prepare a
prospectus under the Swedish Financial Instruments Trading Act.

United Kingdom. This Offering Memorandum 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 investment activity to which this document relates is available
only to relevant persons and will be engaged in only with relevant persons.

In connection with the Offering, the Bookrunner and Co-manager are not acting for anyone other than the
Issuer and will not be responsible to anyone other than the Issuer for providing the protections afforded to their
clients nor for providing advice in relation to the Offering.

THIS OFFERING MEMORANDUM CONTAINS IMPORTANT INFORMATION WHICH YOU
SHOULD READ BEFORE YOU MAKE ANY DECISION WITH RESPECT TO AN INVESTMENT IN
THE ADDITIONAL NOTES.

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FORWARD-LOOKING STATEMENTS

This Offering Memorandum and the documents incorporated by reference herein contain forward-looking
statements within the meaning of the securities law of certain applicable jurisdictions, with respect to all
statements other than statements of historical fact regarding our business, financial condition, results of
operations and certain of our plans, objectives, assumptions, projections, expectations or beliefs with respect to
these items and statements regarding other future events or prospects. These statements include, without
limitation, those concerning: our strategy and our ability to achieve it; expectations regarding sales, profitability
and growth; plans for the construction of new data centers; our possible or assumed future results of operations;
research and development, capital expenditure and investment plans; adequacy of capital; and financing plans.
The words "aim," "may," "will," "expect," "anticipate," "believe," "future," "continue," "help," "estimate,"
"plan," "schedule," "intend," "should," "shall" or the negative or other variations thereof as well as other
statements regarding matters that are not historical fact, are or may constitute forward-looking statements.

In addition, this Offering Memorandum and the documents incorporated by reference herein include
forward-looking statements relating to our potential exposure to various types of market risks, such as foreign
exchange rate risk, interest rate risks and other risks related to financial assets and liabilities. We have based
these forward-looking statements on our management's current view with respect to future events and financial
performance. These views reflect the best judgment of our management but involve a number of risks and
uncertainties which could cause actual results to differ materially from those predicted in our forward-looking
statements and from past results, performance or achievements. Although we believe that the estimates reflected
in the forward-looking statements are reasonable, those estimates may prove to be incorrect. By their nature,
forward-looking statements involve risk and uncertainty because they relate to events and depend on
circumstances that will occur in the future. There are a number of factors that could cause actual results and
developments to differ materially from these expressed or implied by these forward-looking statements. These
factors include, among other things:

· operating expenses cannot be easily reduced in the short term;

· inability to utilize the capacity of newly planned data centers and data center expansions;

· significant competition;

· cost and supply of electrical power;

· data center industry over-capacity; and

· performance under service level agreements.

These risks and others described under "Risk Factors" are not exhaustive. Other sections of this Offering
Memorandum describe additional factors that could adversely affect our business, financial condition or results
of operations. We urge you to read the sections of this Offering Memorandum entitled "Risk Factors" and the
documents incorporated by reference therein for a more complete discussion of the factors that could affect our
future performance and the industry in which we operate. Additionally, new risk factors can emerge from time to
time, and it is not possible for us to predict all such risk factors, nor can we assess the impact of all such risk
factors to differ materially from those contained in any forward-looking statements. Given these risks and
uncertainties, you should not place undue reliance on forward-looking statements as a prediction of actual results.

All forward-looking statements included in this Offering Memorandum are based on information available
to us on the date of this Offering Memorandum. We undertake no obligation to update publicly or revise any
forward-looking statement, whether as a result of new information, future events or otherwise, except as may be
required by applicable law. All subsequent written and oral forward-looking statements attributable to us or
persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained
throughout this Offering Memorandum.

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PRESENTATION OF FINANCIAL AND OTHER INFORMATION

Financial Information

Our audited consolidated financial statements as of and for the years ended December 31, 2013, 2012 and
2011 have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by
the Internal Accounting Standards Board ("IASB"). The accounting policies applied to our financial information
in this Offering Memorandum have been applied consistently. The audit of our audited consolidated financial
statements was conducted in accordance with the standards of the Public Company Accounting Oversight Board
(the "PCAOB").


Non-IFRS Financial Measures

This Offering Memorandum contains non-IFRS measures and ratios, including EBITDA, Adjusted EBITDA
and EBITDA margin, that are not required by, or presented in accordance with, IFRS. See "Summary Financial
and Other Information."

We define EBITDA as operating profit plus depreciation, amortization and impairment of assets. We define
Adjusted EBITDA as EBITDA adjusted to exclude share-based payments, increase/decrease in provision for
onerous lease contracts, IPO transaction costs and income from subleases on unused data center sites. Adjusted
EBITDA margin is defined as Adjusted EBITDA as a percentage of revenue.

We present a reconciliation of certain non-IFRS measures used to the most directly comparable measure
calculated and presented in accordance with IFRS and discuss such measure's limitations. For a reconciliation of
these non-IFRS measures and a description of the reason for their inclusion and the limitation on their uses, see
"Summary Financial and Other Information." EBITDA, Adjusted EBITDA and other key performance indicators
may not be indicative of our historical results of operations, nor are they meant to be predictive of future results.


Key Performance Indicators

In addition to EBITDA and Adjusted EBITDA, our management also uses the following key performance
indicators as measures to evaluate our performance:

· Equipped Space: the amount of data center space that, on the relevant date, is equipped and either sold
or could be sold, without making any significant additional investments to common infrastructure.
Equipped Space at a particular data center may decrease if either (a) the power requirements of
customers at a data center change so that all or a portion of the remaining space can no longer be sold
as the space does not have enough power and/or common infrastructure to support it without further
investment or (b) if the design and layout of a data center changes to meet among others, fire
regulations or customer requirements, and necessitates the introduction of common space (such as
corridors) which cannot be sold to individual customers;

· Revenue Generating Space: the amount of Equipped Space that is under contract and billed on the
relevant date;

· Utilization Rate: on the relevant date, Revenue Generating Space as a percentage of Equipped Space.
Some Equipped Space is not fully utilized due to customers' specific requirements regarding the layout
of their equipment. In practice, therefore, Utilization Rate does not reach 100%;

· Recurring Revenue Percentage: Recurring Revenue during the relevant period as a percentage of
total revenue in the same period. Recurring Revenue comprises revenue that is incurred from
colocation and associated power charges, office space, amortized set-up fees and certain recurring
managed services (but excluding any ad hoc managed services) provided by us directly or through third
parties. Rents received for the sublease of unused sites are excluded. Monthly Recurring Revenue is the
contracted Recurring Revenue over a full month excluding power usage revenues, amortized set-up
fees and the sub-leasing of office space; and

· Average Monthly Churn: the average of the Churn Percentage in each month of the relevant period.
Churn Percentage in a month is the contracted Monthly Recurring Revenue which came to an end
during the month as a percentage of the total contracted Monthly Recurring Revenue at the beginning
of the month.

EBITDA, Adjusted EBITDA, Adjusted EBITDA margin, Recurring Revenue Percentage and Average
Monthly Churn are all non-GAAP measures. Together with the other key performance indicators listed above,

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