Obligation Aston Martin Capital Group 10.5% ( US04625HAG48 ) en USD

Aston Martin Capital Group

102.81 % ⇌

Royaume-Uni

US04625HAG48 ( en USD )

10.5% par an ( paiement semestriel )

30/11/2025

Prospectus brochure de l'obligation Aston Martin Capital Holdings US04625HAG48 en USD 10.5%, échéance 30/11/2025

200 000 USD

1 184 000 000 USD

04625HAG4

30/11/2025 ( Dans 138 jours )

Aston Martin Capital Holdings est une société holding qui possède et gère les activités d'Aston Martin Lagonda Global Holdings plc, notamment la conception, la fabrication et la vente de voitures de luxe Aston Martin.

L'Obligation émise par Aston Martin Capital Group ( Royaume-Uni ) , en USD, avec le code ISIN US04625HAG48, paye un coupon de 10.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 30/11/2025

IMPORTANT INFORMATION
THIS OFFERING MEMORANDUM IS AVAILABLE ONLY TO INVESTORS WHO (1) WE
REASONABLY BELIEVE ARE QUALIFIED INSTITUTIONAL BUYERS ("QIBs") WITHIN THE
MEANING OF RULE 144A UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE
"U.S. SECURITIES ACT") OR (2) ARE NON-U.S. PERSONS AND OUTSIDE OF THE UNITED
STATES PURCHASING THE SECURITIES DESCRIBED HEREIN (THE "SECURITIES") IN
RELIANCE ON REGULATION S ("REGULATION S") UNDER THE U.S. SECURITIES ACT (AND,
IF INVESTORS ARE RESIDENT IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA
("EEA") OR THE UNITED KINGDOM, NOT A RETAIL INVESTOR (AS DEFINED BELOW)).
IMPORTANT: You must read the following before continuing. The following applies to the offering
memorandum (the "Offering Memorandum") following this notice, whether received by email or otherwise
received as a result of electronic communication. You are therefore advised to read this carefully before
reading, accessing or making any other use of the Offering Memorandum. In accessing the Offering
Memorandum, you agree to be bound by the following terms and conditions, including any modifications
to them any time you receive any information from us as a result of such access.
The Offering Memorandum has been prepared in connection with the Offering (as defined below)
described therein. The Offering Memorandum and its contents are confidential and should not be
distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other person.
NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF
SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE
SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES
ACT OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER
JURISDICTION, OR WITH ANY OTHER SECURITIES REGULATORY AUTHORITY OF ANY
STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR
FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER
THE U.S. SECURITIES ACT) EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE U.S.
SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS.
THE FOLLOWING OFFERING MEMORANDUM MAY NOT BE PUBLISHED,
FORWARDED, DISTRIBUTED OR OTHERWISE MADE AVAILABLE IN WHOLE OR IN PART TO
ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER.
ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR
IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN
A VIOLATION OF THE U.S. SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER
JURISDICTIONS. IF YOU HAVE GAINED ACCESS TO THIS TRANSMISSION CONTRARY TO
ANY OF THE FOREGOING RESTRICTIONS, YOU ARE NOT AUTHORIZED AND WILL NOT BE
ABLE TO PURCHASE ANY OF THE SECURITIES.
Confirmation of your representation: In order to be eligible to view the Offering Memorandum or
make an investment decision with respect to the Securities, investors must be either (1) QIBs or (2) non-
U.S. persons purchasing the Securities outside of the United States in reliance on Regulation S under the
U.S. Securities Act; provided that investors resident in a member state of the EEA or the United Kingdom
are not "retail investors" as defined below. The Offering Memorandum is being sent to you at your request.

By accepting the e-mail and accessing the Offering Memorandum, you shall be deemed to have represented
to us that:
(1)
you consent to delivery of such Offering Memorandum by electronic transmission, and
(2)
either:
(a)
you and any customers you represent are QIBs, or
(b)
non-U.S. persons outside the United States and the e-mail address that you provided
and to which the Offering Memorandum has been delivered is not located in the
United States, its territories and possessions (including Puerto Rico, the U.S. Virgin
Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands),
any State of the United States or the District of Columbia, and
(3)
if you are resident in a member state of the EEA or the United Kingdom, you are not a "retail
investor." For the purposes of this paragraph (3), the expression "retail investor" means a
person who is one (or more) of the following:
(a)
a "retail client" as defined in point (11) of Article 4(1) of Directive (EU) 2014/65 (as
amended, "MiFID II");
(b)
a customer within the meaning of Directive (EU) 2016/97 (as amended, the
"Insurance Distribution Directive"), where that customer would not qualify as a
"professional client" as defined in point (10) of Article 4(1) of MiFID II; or
(c)
not a "qualified investor" as defined in Regulation (EU) 2017/1129 (the "Prospectus
Regulation").
Prospective purchasers that are QIBs are hereby notified that the sellers of the Securities may be
relying on the exemption from the provisions of Section 5 of the U.S. Securities Act provided by Rule 144A
under the U.S. Securities Act.
You are reminded that the Offering Memorandum has been delivered to you on the basis that you
are a person into whose possession the Offering Memorandum may be lawfully delivered in accordance
with the laws of the jurisdiction in which you are located and you may not, nor are you authorized to,
deliver the Offering Memorandum to any other person.
Under no circumstances shall the Offering Memorandum constitute an offer to sell or the solicitation
of an offer to buy nor shall there be any sale of the Securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful.
The Securities are not intended to be offered, sold or otherwise made available to, and should not
be offered, sold or otherwise made available to, any retail investor in the EEA or the United Kingdom. For
these purposes, the expression "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 the Insurance
Distribution Directive, where that customer would not qualify as a professional client as defined in point
(10) of Article 4(1) of MiFID II; or (iii) not a "qualified investor" as defined in the Prospectus Regulation.
Consequently, no key information document required by Regulation (EU) 1286/2014 (as amended, the
"PRIIPs Regulation") for offering or selling the Securities or otherwise making them available to retail
investors in the EEA or the United Kingdom has been prepared and therefore offering or selling the

Securities or otherwise making them available to any retail investor in the EEA or the United Kingdom
may be unlawful under the PRIIPs Regulation. The Offering Memorandum has been prepared on the basis
that any offer of the Securities in any member state of the EEA or the United Kingdom will be made
pursuant to an exemption under the Prospectus Regulation from the requirement to publish a prospectus for
offers of notes. The Offering Memorandum is not a prospectus for the purposes of the Prospectus
Regulation.
Solely for the purposes of each manufacturer's product approval process, the target market
assessment in respect of the Securities has led to the conclusion that: (i) the target market for the Securities
is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels
for distribution of the Securities to eligible counterparties and professional clients are appropriate. Any
person subsequently offering, selling or recommending the 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 the Securities (by either adopting
or refining the manufacturers' target market assessment) and determining appropriate distribution channels.
The materials relating to the Offering do not constitute, and may not be used in connection with, an
offer or solicitation in any place where such offers or solicitations are not permitted by law. If a jurisdiction
requires that the Offering be made by a licensed broker or dealer and an Initial Purchaser (as defined in this
Offering Memorandum) or any affiliate of the Initial Purchaser is a licensed broker or dealer in that
jurisdiction, the Offering shall be deemed to be made by such Initial Purchaser or such affiliate on behalf
of Aston Martin Capital Holdings Limited (the "Issuer") in such jurisdiction.
The Offering Memorandum is not being distributed, nor has it been approved for the purposes of
Section 21 of the Financial Services and Markets Act 2000 (as amended, the "FSMA") by an authorized
person under the FSMA. The Offering Memorandum is for distribution only to, and is only directed at, (i)
persons having professional experience in matters relating to investments falling within Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion
Order"), or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Financial Promotion
Order, or (iii) outside the United Kingdom or (iv) persons to whom it would be otherwise lawful to
distribute it, all such persons together being referred to as "relevant persons." The Securities are only
available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such
Securities will be engaged in only with, relevant persons. The Offering Memorandum and its contents are
confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by
any recipients to any other person in the United Kingdom. Any person in the United Kingdom that is not a
relevant person should not act or rely on this Offering Memorandum or its contents. The Securities are not
being offered to the public in the United Kingdom.
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 Securities other than in circumstances in which Section 21(1) of the FSMA does not
apply to the Issuer or the Company.
The attached Offering Memorandum has been sent to you in an electronic format. You are reminded
that documents transmitted in an electronic format may be altered or changed during the process of
transmission and consequently none of the Issuer, the Initial Purchasers and their respective affiliates,
directors, officers, employees, representatives and agents accepts any liability or responsibility whatsoever
in respect of any discrepancies between the document distributed to you in electronic format and the hard-
copy version.

Offering Memorandum
Not for general circulation in the United States
Strictly confidential
Aston Martin Capital Holdings Limited
$1,085,500,000 10.50% Senior Secured Notes due 2025
Aston Martin Capital Holdings Limited (the "Issuer"), a public limited company incorporated under the laws of Jersey, is offering $1,085,500,000 10.50% senior secured notes due
2025 (the "New Notes"). The proceeds of the New Notes will be used, together with the proceeds of certain other debt and equity financing transactions described herein (i) to redeem
in full the outstanding amount of Old Notes (as defined herein), including the relevant redemption premiums and accrued and unpaid interest thereon, (ii) to repay in full and cancel
the £20.0 million term loan described herein as the CLBILS Loan, including any accrued and unpaid interest thereon, (iii) for general corporate purposes, including working capital
requirements, and (iv) to pay fees and expenses incurred in connection with the Transactions (as defined herein). See "Use of proceeds."
The New Notes will be issued on November 16, 2020 (the "Issue Date"). The New Notes will be issued under the indenture to be entered into by, among others, the Issuer and U.S.
Bank Trustees Limited, as trustee, on the Issue Date (the "New Notes Indenture"). The Issuer expects to issue $335,000,000 aggregate principal amount of 15.00% second lien split
coupon notes due 2026 (the "Second Lien Notes") under the indenture to be entered into by, among others, the Issuer and U.S. Bank Trustees Limited, as trustee, on or around
November 10, 2020 (the "Second Lien Indenture"). The New Notes and the Second Lien Notes are collectively referred to herein as the "Notes."
Interest on the New Notes will be payable semi-annually in arrears on May 1 and November 1 of each year, commencing on May 1, 2021. The New Notes will mature on November 30,
2025.
Pending the consummation of the New Equity Offering and the First Strategic Cooperation Equity Issuance (each as defined herein) as well as delivery of a certification of the Issuer
on the Release Date (as defined herein) that, on the Release Date, the outstanding aggregate principal amount of the Old Notes (as defined herein) will be redeemed in full, including
applicable redemption premiums, accrued and unpaid interest and additional amounts, if any, the Initial Purchasers (as defined herein) will deposit the gross proceeds from the
Offering (as defined herein) of the New Notes on the Issue Date into the Escrow Account (as defined herein). From the Issue Date to the Release Date, the Escrow Account will be
subject to security on a first ranking basis in favor of the trustee under the New Notes Indenture and the holders of the New Notes. The consummation of the New Equity Offering
and the First Strategic Cooperation Equity Issuance and the release of the gross proceeds of the Offering from the Escrow Account will be subject to the satisfaction of certain
conditions. If the Release Date does not take place on or prior to February 10, 2021 (the "Escrow Longstop Date"), or upon the occurrence of certain other events, the New Notes will
be subject to a special mandatory redemption. The special mandatory redemption price will be a price equal to 100% of the issue price of the New Notes plus accrued and unpaid
interest and additional amounts, if any, to the date of special mandatory redemption. See "Description of the New Notes--Escrow of Proceeds; Special Mandatory Redemption."
Prior to November 1, 2024, the Issuer may redeem, at its option, the New Notes, in whole or in part, by paying a "make-whole" premium. On or after November 1, 2024, the Issuer
may redeem, at its option, the New Notes, in whole or in part, at the redemption price specified herein, plus accrued and unpaid interest and additional amounts, if any.
In addition, prior to November 1, 2024, the Issuer may redeem up to 40% of the original aggregate principal amount of the New Notes at the applicable redemption price specified in
this Offering Memorandum with the net cash proceeds from certain equity offerings, plus accrued and unpaid interest and additional amounts, if any, to, but excluding, the date of
redemption; provided that at least 50% of the original aggregate principal amount of the New Notes remains outstanding immediately after the redemption. Until (and including) the
120th day after the Issue Date, the Issuer may redeem in the aggregate up to 40% of the original aggregate principal amount of the New Notes up to an amount equal to the net cash
proceeds of any amount received pursuant to any Regulatory Debt Facility (as such term is defined under "Description of the New Notes-- Certain Definitions") at a redemption price
equal to 110.50% of the principal amount of New Notes so redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, provided that at least 60% of
the original aggregate principal amount of the New Notes remains outstanding immediately after the redemption. See "Description of the New Notes--Optional Redemption."
The New Notes may be redeemed at a price equal to their outstanding principal amount plus accrued and unpaid interest upon the occurrence of certain changes in applicable tax law.
Upon the occurrence of certain change of control events, the Issuer may be required to offer to redeem the New Notes at 101% of the outstanding principal amount thereof, plus
accrued and unpaid interest to the date of the redemption.
The New Notes will be the Issuer's senior obligations. On the Issue Date, the New Notes will be guaranteed (the "Guarantees"), jointly and severally, on a senior basis by Aston
Martin Investments Limited (the "Company") and certain of its subsidiaries (together, the "Guarantors"). The Guarantors will also guarantee the New Revolving Credit Facility (as
defined herein) and the Second Lien Notes. On the Release Date, the New Notes and the Guarantees will be secured by first-priority security interests on certain assets (the "Collateral")
that will also secure the obligations under our New Revolving Credit Facility, certain hedging obligations, if any, and the Second Lien Notes, as described in "Description of the New
Notes--Security--The Collateral." In the event of enforcement of the security over the Collateral, the holders of the New Notes will receive proceeds from the Collateral only after
the lenders under the New Revolving Credit Facility and certain hedging obligations, if any, have been repaid in full. See "Description of other financial arrangements--Intercreditor
Agreement."
There is currently no public market for the New Notes. Application will be made to The International Stock Exchange Authority Limited (the "Authority") for the listing of and
permission to deal in the New Notes on the Official List of The International Stock Exchange (the "Exchange").
_______________________
An investment in the New Notes involves risks. See "Risk factors" beginning on page 48.
_______________________
The New Notes and the Guarantees have not been and will not be registered under the U.S. Securities Act of 1933 as amended (the "U.S. Securities Act"), or the securities laws of
any state of the United States or any other jurisdiction. The New Notes may be offered only in transactions that are exempt from registration under the U.S. Securities Act or the
securities laws of any other jurisdiction. Accordingly, we are offering the New Notes only to "qualified institutional buyers" in reliance on Rule 144A of the U.S. Securities Act and
to non-U.S. persons outside the United States in reliance on Regulation S under the U.S. Securities Act. For further details about eligible offerees and resale restrictions, see "Transfer
restrictions."
The New Notes will be issued in the form of global notes in registered form. See "Book-entry; delivery and form." The New Notes will initially be issued in denominations of $200,000
and integral multiples of $1,000 in excess thereof. The New Notes are expected to be delivered to investors in book-entry form through The Depository Trust Company ("DTC") on
or about the Issue Date. See "Book entry; delivery and form."
Issue price: 100% and accrued interest, if any, from the Issue Date.
_______________________
Global Coordinators and Joint Bookrunners
Sole Physical Bookrunner
J.P. Morgan
Barclays
Joint Bookrunners
Credit Suisse
Deutsche Bank
HSBC
_______________________
Offering Memorandum dated October 30, 2020

TABLE OF CONTENTS
Summary ......................................................................................................................................... 1
Risk factors ................................................................................................................................... 48
Use of proceeds ........................................................................................................................... 115
Capitalization .............................................................................................................................. 117
Selected historical consolidated financial and other data ........................................................... 119
Management's discussion and analysis of financial condition and results of operations ........... 123
Industry ....................................................................................................................................... 166
Business ...................................................................................................................................... 175
Management ................................................................................................................................ 218
Description of the Issuer ............................................................................................................. 224
Principal shareholders ................................................................................................................. 226
Certain relationships and related party transactions ................................................................... 227
Description of other financial arrangements ............................................................................... 237
Description of the New Notes ..................................................................................................... 269
Book-entry; delivery and form .................................................................................................... 381
Certain tax considerations ........................................................................................................... 387
Certain insolvency and local law limitations .............................................................................. 394
Certain ERISA considerations .................................................................................................... 419
Transfer restrictions .................................................................................................................... 422
Plan of distribution ...................................................................................................................... 429
Legal matters ............................................................................................................................... 435
Independent auditors ................................................................................................................... 436
Where you can find more information ........................................................................................ 437
Enforcement of civil liabilities .................................................................................................... 438
Listing and general information .................................................................................................. 441
Index to Financial Statements ...................................................................................................... F-1
i

Important Information
You should base your decision to invest in the New Notes solely on the information
contained in this Offering Memorandum (the "Offering Memorandum"). Neither we nor the Issuer
have authorized anyone to provide any information or to make any representations other than those
contained in this Offering Memorandum. No dealer, salesperson or other person is authorized to
give any information or to represent anything not contained in this Offering Memorandum and, if
given or made, any such information or representation must not be relied upon as having been
authorized by the Issuer, the Guarantors and the Initial Purchasers, each as defined elsewhere in
this Offering Memorandum. You must not rely on any unauthorized information or
representations.
We take no responsibility for, and can provide no assurance as to the reliability of, any
other information that others may give you. The information contained in this Offering
Memorandum is current only as of its date. Our business, financial condition, results of operations
and prospects may have changed since that date.
This Offering Memorandum is an offer to sell only the New Notes offered hereby, but only
under circumstances and in jurisdictions where it is lawful to do so. No action has been, or will be,
taken to permit a public offering in any jurisdiction where action would be required for that
purpose. Accordingly, the New Notes may not be offered or sold, directly or indirectly, nor may
this Offering Memorandum be distributed, in any jurisdiction except in accordance with the legal
requirements applicable in such jurisdiction. You must comply with all laws applicable in any
jurisdiction in which you buy, offer or sell any New Notes or possess or distribute this Offering
Memorandum, and you must obtain all applicable consents and approvals. Neither we nor the
Initial Purchasers shall have any responsibility for any of the foregoing legal requirements. See
"Notice to investors."
This Offering Memorandum is a document that we are providing only to prospective
purchasers of the New Notes. You should read this Offering Memorandum before making a
decision whether to purchase the New Notes. You must not:
use this Offering Memorandum for any other purpose; or
disclose any information in this Offering Memorandum to any other person.
We and the Issuer have prepared this Offering Memorandum, and we and the Issuer are
solely responsible for its contents. This Offering Memorandum is based on information provided
by us and other sources that we believe to be reliable. You are responsible for making your own
examination of us and your own assessment of the merits and risks of investing in the New Notes.
In making your investment decision, you should not consider any information in this Offering
Memorandum to be investment, legal or tax advice. You should consult your own counsel,
accountant and other advisors for legal, tax, business, financial and related advice regarding
purchasing the New Notes. It should be remembered that the price of securities and the income
ii

from them can fluctuate. By purchasing the New Notes, you will be deemed to have acknowledged
that:
you have reviewed this Offering Memorandum;
you have had an opportunity to request, receive and review additional information
that you need from us;
you have made certain acknowledgements, representations and agreements as set
forth under the captions "Transfer restrictions"; and
The Initial Purchasers and the trustee, the registrar, the transfer agent and the paying
agent under the New Notes Indenture are not responsible for, and are not making
any representation to you concerning, our future performance or the accuracy or
completeness of this Offering Memorandum.
The Issuer accepts responsibility for the information contained in this Offering
Memorandum. To the best of the knowledge and belief of the Issuer (having taken reasonable care
to ensure that such is the case), the information contained in this Offering Memorandum is in
accordance with the facts in all material respects and does not omit anything likely to affect the
import of such information in any material respect.
The New Notes have not been and will not be registered under the U.S. Securities Act or
the securities laws of any state of the United States and are subject to certain restrictions on
transfer.
Prospective purchasers in the United States are hereby notified that the sellers of the New
Notes may be relying on the exemption from Section 5 of the U.S. Securities Act provided by Rule
144A under the U.S. Securities Act. For a description of these and certain other restrictions on
offers, sales and transfers of the New Notes and the distribution of this Offering Memorandum,
see "Notice to investors" and "Transfer restrictions." By purchasing any New Notes, you will be
deemed to have represented and agreed to all of the provisions contained in those sections of this
Offering Memorandum.
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN RECOMMENDED
BY ANY UNITED STATES FEDERAL OR STATE SECURITIES COMMISSION OR
REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES
HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF
THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
The distribution of this Offering Memorandum and the offering and sale of the New Notes
in certain jurisdictions may be restricted by law. The Issuer and the Initial Purchasers require
persons into whose possession this Offering Memorandum comes to inform themselves about and
to observe any such restrictions, and neither the Issuer nor the Initial Purchasers shall have any
responsibility therefor. This Offering Memorandum does not constitute an offer of, or an invitation
to purchase, any of the New Notes in any jurisdiction in which such offer or invitation would be
iii

unlawful. For a description of certain restrictions on offers, sales and resales of New Notes and
distribution of this Offering Memorandum, see "Transfer Restrictions."
A copy of this Offering Memorandum has been delivered to the registrar of companies in
Jersey (the "Jersey Registrar") in accordance with Article 5 of the Companies (General Provisions)
(Jersey) Order 2002, and the Jersey Registrar has given, and has not withdrawn, his consent to its
circulation. The Jersey Financial Services Commission (the "Commission") has given, and has not
withdrawn, or will have given prior to the issue of the New Notes and not withdrawn, its consent
under Article 4 of the Control of Borrowing (Jersey) Order 1958 to the issue of the New Notes.
The Commission is protected by the Control of Borrowing (Jersey) Law 1947, as amended, against
liability arising from the discharge of its functions under that law. It must be distinctly understood
that, in giving these consents, neither the Jersey Registrar nor the Commission takes any
responsibility for the financial soundness of the Issuer or for the correctness of any statements
made, or opinions expressed, with regard to it. If you are in any doubt about the contents of this
Offering Memorandum you should consult your broker, bank manager, solicitor, accountant or
other financial adviser. It should be remembered that the price of securities and the income from
them can go down as well as up. The directors of the Issuer have taken all reasonable care to ensure
that the facts stated in this Offering Memorandum are true and accurate in all material respects,
and that there are no other facts the omission of which would make misleading any statement in
this Offering Memorandum in any material respect, whether of facts or of opinion. All the directors
accept responsibility accordingly.
The New 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 all other applicable
securities laws. See "Plan of distribution" and "Notice to investors." You should be aware that you
may be required to bear the financial risks of this investment for an indefinite period of time.
We have prepared this Offering Memorandum solely for use in connection with the
Offering. In the United States, you may not distribute this Offering Memorandum or make copies
of it without our prior written consent other than to people you have retained to advise you in
connection with the Offering.
This Offering Memorandum summarizes material documents and other information, and
we refer you to them for a more complete understanding of what we discuss in this Offering
Memorandum. In making an investment decision, you must rely on your own examination of our
company and the terms of the Offering and the New Notes, including the merits and risks involved.
See "Where you can find more information." You should not consider any information in this
document to be legal, business or tax advice regarding an investment in the New Notes.
We reserve the right to withdraw the Offering of the New Notes at any time, and the Initial
Purchasers reserve the right to reject any commitment to subscribe for the New Notes in whole or
in part and to allot to any prospective purchaser less than the full amount of the New Notes sought
by such purchaser. Any Initial Purchaser and certain affiliates may acquire for their own account
a portion of the New Notes.
Application will be made to the Authority for the listing of and permission to deal in the
New Notes on the Official List of the Exchange, and the Issuer will submit this Offering
iv

Memorandum to the Authority in connection with the listing application. In the course of any
review by the Authority, the Issuer may be requested to make changes to the financial and other
information included in this Offering Memorandum in producing a listing document for such
listing. Comments by the Authority may require significant modification to or reformulation of
information contained in this Offering Memorandum or may require the inclusion of additional
information. The Issuer may also be required to update the information in this Offering
Memorandum to reflect changes in its business, financial condition or results of operations and
prospects. The Issuer cannot guarantee that its application for listing of and permission to deal in
the New Notes on the Official List of the Exchange will be approved as of the date of issuance of
the New Notes or any date thereafter, and settlement of the New Notes is not conditioned on
obtaining this listing.
See "Risk factors," immediately following the "Summary," for a description of some
important factors relating to an investment in the New Notes offered by this Offering
Memorandum.
Stabilization
IN CONNECTION WITH THE ISSUE OF THE NEW NOTES, J.P. MORGAN
SECURITIES PLC (THE "STABILIZING MANAGER") (OR ANY PERSON(S) ACTING ON
BEHALF OF THE STABILIZING MANAGER) MAY OVER-ALLOT NEW NOTES OR
EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICES OF
THE NEW NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE
PREVAIL. HOWEVER, THERE CAN BE NO ASSURANCES THAT THE STABILIZING
MANAGER (OR ANY PERSON(S) ACTING ON BEHALF OF THE STABILIZING
MANAGER) 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 NEW NOTES IS MADE
AND, IF BEGUN, MAY BE ENDED AT ANY TIME, BUT IT MUST END NO LATER THAN
THE EARLIER OF 30 DAYS AFTER THE ISSUE DATE OF THE NEW NOTES AND 60
DAYS AFTER THE DATE OF THE ALLOTMENT OF THE NEW NOTES.
v

Notice to investors
Notice to U.S. investors
Each purchaser of New Notes will be deemed to have made the representations, warranties
and acknowledgements that are described in this Offering Memorandum under "Transfer
restrictions." The New Notes have not been and will not be registered under the U.S. Securities
Act or the securities laws of any state of the United States and are subject to certain restrictions on
transfer and resale. The New Notes have not been and will not be 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 offense. This Offering
Memorandum is being provided (1) to a limited number of U.S. investors that we reasonably
believe to be qualified institutional buyers under Rule 144A under the U.S. Securities Act for
informational use solely in connection with their consideration of the purchase of the New Notes
and (2) to investors outside the United States pursuant to offshore transactions complying with
Rule 903 or Rule 904 of Regulation S under the U.S. Securities Act. Prospective purchasers are
hereby notified that the seller of any new Note may be relying on the exemption from the
provisions of Section 5 of the U.S. Securities Act provided by Rule 144A under the U.S. Securities
Act. For a description of certain further restrictions on resale or transfer of the New Notes, see
"Transfer restrictions." The New 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 New Note to the public.
Notice to prospective investors in Canada
The New 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), or section 1.1 of National
Instrument 45-106 Prospectus Exemptions and are permitted clients, as defined in National
Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations.
Any resale of the New 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 the Offering.
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