Obligation Verisure Group 0% ( XS0747354362 ) en EUR

Verisure Group

100 % ⇌

Suede

XS0747354362 ( en EUR )

01/09/2018 - Obligation échue

Prospectus brochure de l'obligation Verisure Holdings XS0747354362 en EUR 0%, échue

1 000 EUR

181 438 000 EUR

Verisure Holdings est une société de sécurité proposant des solutions de sécurité connectées pour les maisons et les entreprises, notamment des alarmes, de la surveillance vidéo et des services de télésurveillance.

L'Obligation émise par Verisure Group ( Suede ) , en EUR, avec le code ISIN XS0747354362, paye un coupon de 0% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 01/09/2018

LISTING PARTICULARS

NOT FOR GENERAL DISTRIBUTION

IN THE UNITED STATES

Verisure Holding AB (publ)
100.0 million Senior Secured Floating Rate Notes, Series A, due 2018

Verisure Holding AB (publ) (the "Issuer") has offered 100.0 million aggregate principal amount of its Senior Secured Floating Rate Notes, Series A, due 2018 (the
"New Series A Notes"). The New Series A Notes constitute a further issuance of, and form a single series with, the Issuer's outstanding 100.0 million aggregate
principal amount of Senior Secured Floating Rate Notes, Series A, due 2018 (the "Existing Series A Floating Rate Notes" and, together with the New Series A Notes,
the "Series A Floating Rate Notes"). The New Series A Notes are initially issued bearing temporary ISINs and common codes. See "Description of the Notes". On and
from the applicable consolidation date, the New Series A Notes are consolidated and fully fungible with the Existing Series A Floating Rate Notes. The Series A
Floating Rate Notes and the Issuer's outstanding 500.0 million aggregate principal amount of 8.75% Senior Secured Series A Fixed Rate Notes due 2018 (the "Series
A Fixed Rate Notes") are collectively referred to as the "Series A Notes".
The Issuer pays interest on the New Series A Notes at a rate of EURIBOR plus 6.50% quarterly on each March 1, June 1, September 1 and December 1, commencing
March 1, 2013. Prior to September 1, 2014, the Issuer was entitled, at its option, to redeem all or a portion of the New Series A Notes by paying a "make-whole"
premium. At any time on or after September 1, 2014, the Issuer may redeem all or part of the Series A Notes by paying a specified premium to you. See "Summary--
The Offering--Optional Redemption". In addition (i) prior to September 1, 2014, the Issuer may redeem at its option up to 40% of the Notes (as defined below) with
the net proceeds from certain equity offerings and (ii) at any time during the twelve-month period commencing on September 1, 2013, the Issuer may redeem up to
10% of the original principal amount of the Notes (including any additional Notes) at a redemption price of 103% of the aggregate principal amount thereof, plus
accrued and unpaid interest thereon, if any, to the applicable redemption date, subject to the right of holders of record on the relevant record date to receive interest due
on the relevant interest payment date; provided that in each of (i) and (ii) the Issuer must redeem a pro rata amount of Series A Notes, other indebtedness incurred
under a Series A senior secured loan (the "Series A Senior Loan") and the Issuer's 271.5 million aggregate principal amount of 8.75% Senior Secured Notes, Series
B, due 2018 (the "Series B Notes" and, together with the Series A Notes, the "Notes"). Upon certain events defined as constituting a change of control, the Issuer is
required to make an offer to purchase the Notes. In the event of certain developments affecting taxation, the Issuer may redeem all, but not less than all, of the Notes.
The New Series A Notes are senior obligations of the Issuer and are guaranteed on a senior basis by the same subsidiaries of the Issuer (the "Notes Guarantees"), and
are secured by a first-priority security interest in the same assets of the Issuer and of its subsidiaries issuing the Notes Guarantees, as (subject in each case to certain
exceptions) the Existing Series A Notes and the Series B Notes (collectively, the "Existing Notes"), the Series A Senior Loan and, on a super-priority basis, the
Revolving Credit Facility (each as more fully described elsewhere in these listing particulars). See "Summary--The Offering--Security". The validity and
enforceability of the Notes Guarantees and the security and the liability of each guarantor is subject to the limitations described in "Limitations on Validity and
Enforceability of the Notes Guarantees and the Security Interests".
These listing particulars includes information on the terms of the New Series A Notes and the Notes Guarantees, including redemption and repurchase prices, security,
covenants and transfer restrictions.
Application has been made to list the New Series A Notes on the Official List of the Luxembourg Stock Exchange for trading on the Euro MTF market.
See "Risk Factors" beginning on page 21 for a discussion of certain risks that you should consider in connection with an investment in the New Series A Notes.
The New Series A Notes and the Notes Guarantees have not been registered under the U.S. federal securities laws or the securities laws of any other
jurisdiction. The Notes have been offered and sold in the United States only to qualified institutional buyers in reliance on Rule 144A ("Rule 144A") under
the U.S. Securities Act of 1933, as amended ("Securities Act"), and to certain non-U.S. persons in transactions outside the United States in reliance on
Regulation S under the Securities Act. Prospective purchasers that are qualified institutional buyers are hereby notified that the seller of the Notes is relying
on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. The Notes and the Notes Guarantees are not transferable
except in accordance with the restrictions described under "Transfer Restrictions".

Issue price of the New Series A Notes: 101.0%, plus accrued interest, if any, from December 1, 2012.

The Notes are in registered form and have been initially issued in denominations of 100,000 and integral multiples of 1,000 in excess thereof; provided that the
Notes may only be transferred in amounts of 100,000 and integral multiples of 1,000 in excess thereof.
The New Series A Notes have been represented on issue by one or more Global Notes, which have been delivered through Euroclear Bank S.A./N.V. ("Euroclear") and
Clearstream Banking, société anonyme ("Clearstream"), on February 7, 2013.

The date of these listing particulars is April 18, 2013.

1

TABLE OF CONTENTS

IMPORTANT INFORMATION ......................................................................................................................

3

PRESENTATION OF FINANCIAL AND OTHER INFORMATION............................................................

8

EXCHANGE RATE INFORMATION ............................................................................................................
15

SUMMARY......................................................................................................................................................
18

THE OFFERING ..............................................................................................................................................
25

SUMMARY CONSOLIDATED HISTORICAL AND PRO FORMA FINANCIAL AND OTHER DATA..
32

RISK FACTORS ..............................................................................................................................................
36

USE OF PROCEEDS .......................................................................................................................................
56

CAPITALIZATION .........................................................................................................................................
57

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION ...............
58

SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA............................................................
63

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.............................................................................................................................................
65

BUSINESS .......................................................................................................................................................
88

MANAGEMENT .............................................................................................................................................
99

PRINCIPAL SHAREHOLDERS ....................................................................................................................
101

RELATED PARTY TRANSACTIONS...........................................................................................................
102

DESCRIPTION OF CERTAIN INDEBTEDNESS..........................................................................................
103

DESCRIPTION OF THE NOTES....................................................................................................................
121

BOOK-ENTRY, DELIVERY AND FORM.....................................................................................................
188

TAX CONSIDERATIONS...............................................................................................................................
193

LIMITATIONS ON VALIDITY AND ENFORCEABILITY OF THE NOTES GUARANTEES AND THE
SECURITY INTERESTS ............................................................................................................................
201

PLAN OF DISTRIBUTION.............................................................................................................................
213

TRANSFER RESTRICTIONS.........................................................................................................................
215

LEGAL MATTERS..........................................................................................................................................
218

INDEPENDENT AUDITORS .........................................................................................................................
218

ENFORCEABILITY OF JUDGMENTS .........................................................................................................
219

WHERE YOU CAN FIND OTHER INFORMATION....................................................................................
222

LISTING AND GENERAL INFORMATION.................................................................................................
223

CERTAIN NON-IFRS OPERATING DATA ..................................................................................................
226

INDEX TO FINANCIAL STATEMENTS ......................................................................................................
231

2

IMPORTANT INFORMATION
These listing particulars was prepared by us solely for use in connection with the proposed offering of the New Series A
Notes described in these listing particulars and should be used solely for the purposes for which it has been produced.
Distribution of these listing particulars to any person other than the prospective investor and any person retained to advise
such prospective investor with respect to the purchase of New Series A Notes is unauthorized and any disclosure of any of
the contents of these listing particulars without the our prior written consent is prohibited. Each prospective investor, by
accepting delivery of these listing particulars, agrees to the foregoing and agrees to not make copies of these listing
particulars or any documents referred to in these listing particulars.
In making an investment decision, prospective investors must rely solely on the information contained in these listing
particulars and their own examination of the Issuer and its subsidiaries and businesses and the terms of the offering of the
New Series A Notes, including the merits and risks involved. Neither we nor any of the initial purchasers has authorized any
other person to provide different information to any investor or potential investor and we do not take responsibility for any
information that others may give to you. The Issuer, and not the initial purchasers, has ultimate authority over the information
contained in these listing particulars and whether and how to communicate the information contained herein. In addition,
neither we nor any of the initial purchasers, nor the Trustee, nor any of their respective representatives, are making any
representation to prospective investors regarding the legality of an investment in the New Series A Notes, and prospective
investors should not construe anything in these listing particulars as legal, business or tax advice. Prospective investors
should consult their own advisors as to legal, tax, business, financial and related aspects of an investment in the New Series A
Notes. Prospective investors must comply with all laws applicable in any jurisdiction in which they buy, offer or sell the New
Series A Notes or possess or distribute these listing particulars; neither we nor the initial purchasers, nor the Trustee, shall
have any responsibility for any of the foregoing legal requirements. See "Transfer Restrictions".
We are offering the New Series A Notes in reliance on an exemption from registration under the Securities Act for an offer
and sale of securities that does not involve a public offering. The New Series A Notes are subject to restrictions on
transferability and resale and may not be transferred or resold except as permitted under the Securities Act and applicable
securities laws of any other jurisdiction pursuant to registration or exemption therefrom. Prospective purchasers should be
aware that they may be required to bear the financial risks of this investment for an indefinite period of time. If you purchase
the New Series A Notes, you were deemed to have made certain acknowledgments, representations and warranties as detailed
under "Transfer Restrictions".
These listing particulars does not constitute an offer or a solicitation by anyone in any jurisdiction in which such offer or
solicitation is not authorized or to any person to whom it is unlawful to make such offer or solicitation. No action has been, or
has been, taken to permit a public offering in any jurisdiction where action would be required for that purpose. Accordingly,
the New Series A Notes may not be offered or sold, directly or indirectly, nor may these listing particulars be distributed, in
any jurisdiction except in accordance with the legal requirements applicable in such jurisdiction.
We reserve the right to withdraw this offering at any time. We are making this offering subject to the terms described in these
listing particulars and the purchase agreement relating to the New Series A Notes entered into between us and the initial
purchasers. We and the initial purchasers may reject any offer to purchase the New Series A Notes in whole or in part, sell
less than the entire principal amount of the New Series A Notes offered hereby or allocate to any purchaser less than all of the
New Series A Notes for which it has subscribed. The initial purchasers and certain of their related entities may acquire, for
their own accounts, a portion of the New Series A Notes.
The delivery of the New Series A Notes were made on the fifth business day following the date of pricing of the New Series
A Notes (such settlement is referred to as "T+5"), or February 7, 2013. You should note that trading of the New Series A
Notes on the date of pricing or the next succeeding business day were affected by the T+5 settlement. See "Plan of
Distribution".
Interests in the Notes are available initially in book-entry form. We expected that the New Series A Notes sold would have
been issued in the form of one or more global notes. The global notes were deposited and registered in the name of a common
depositary for Euroclear and Clearstream. Transfers of interests in the global notes were effected through records maintained
by Euroclear and Clearstream, respectively, and their respective participants. The New Series A Notes were not issued in
definitive registered form except under the circumstances described in the section "Book-Entry, Delivery and Form". The
information set forth in relation to sections of these listing particulars describing clearing arrangements, including in the
sections entitled "Description of the Notes" and "Book-Entry, Delivery and Form", is subject to any change in or
reinterpretation of the rules, regulations and procedures of Euroclear and Clearstream currently in effect. While we accept
responsibility for accurately summarizing such information, we accept no further responsibility in respect of such
information.

3

Application was made to list the New Series A Notes on the Official List of the Luxembourg Stock Exchange and for the
New Series A Notes admittance to trading on the Euro MTF market thereof, and we submitted these listing particulars to the
competent authority in connection with the listing application. We cannot guarantee that our application for admission of the
New Series A Notes on the Luxembourg Stock Exchange was approved and settlement of the New Series A Notes is not
conditioned on obtaining this listing.
No person is authorized in connection with any offering made pursuant to these listing particulars to give any information or
to make any representation not contained in these listing particulars, and, if given or made, any other information or
representation must not be relied upon as having been authorized by us or the initial purchasers.
Neither the U.S. Securities and Exchange Commission, any U.S. state securities commission nor any non-U.S.
securities authority nor other authority has approved or disapproved of the New Series A Notes or determined
whether these listing particulars is truthful or complete. Any representation to the contrary is a criminal offense in
the United States.
INTERNAL REVENUE SERVICE CIRCULAR 230 DISCLOSURE
PURSUANT TO INTERNAL REVENUE SERVICE CIRCULAR 230, WE HEREBY INFORM YOU THAT THE
DESCRIPTION SET FORTH HEREIN WITH RESPECT TO U.S. FEDERAL TAX ISSUES WAS NOT INTENDED OR
WRITTEN TO BE USED, AND SUCH DESCRIPTION CANNOT BE USED, BY ANY TAXPAYER FOR THE
PURPOSE OF AVOIDING ANY PENALTIES THAT MAY BE IMPOSED ON THE TAXPAYER UNDER THE U.S.
INTERNAL REVENUE CODE. SUCH DESCRIPTION WAS WRITTEN IN CONNECTION WITH THE MARKETING
OF THE NOTES. TAXPAYERS SHOULD SEEK ADVICE BASED ON THE TAXPAYER'S PARTICULAR
CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.
STABILIZATION
IN CONNECTION WITH THIS OFFERING, MORGAN STANLEY & CO. INTERNATIONAL PLC (THE
"STABILIZING MANAGER") OR ANY PERSONS ACTING FOR IT MAY OVER-ALLOT NEW SERIES A NOTES OR
EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE NEW SERIES A NOTES
AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL FOR A LIMITED PERIOD AFTER THE
ISSUE DATE. HOWEVER, THERE IS NO OBLIGATION OF THE STABILIZING MANAGER OR ANY PERSONS
ACTING FOR IT TO DO THIS. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME
AND MUST BE BROUGHT TO AN END NO LATER THAN THE EARLIER OF 30 DAYS AFTER THE ISSUE DATE
OF THE NEW SERIES A NOTES AND 60 DAYS AFTER THE DATE OF ALLOTMENT OF THE NEW SERIES A
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 1995, AS
AMENDED, 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
CHAPTER 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.

4

NOTICE TO EUROPEAN ECONOMIC AREA INVESTORS
These listing particulars were prepared on the basis that the offer and sale of the New Series A Notes were made pursuant to
an exemption under the Prospectus Directive as implemented in member states of the European Economic Area (the "EEA"),
from the requirement to produce and publish a prospectus that is compliant with the Prospectus Directive, as so implemented,
for offers of the New Series A Notes. Accordingly, any person making or intending to make any offer within the EEA or any
of its member states (each a "Relevant Member State") of the New Series A Notes that are the subject of the placement
referred to in these listing particulars must only do so in circumstances in which no obligation arises for the Issuer or any of
the initial purchasers to produce and publish a prospectus that is compliant with the Prospectus Directive, including Article 3
thereof, as so implemented for such offer. For EEA jurisdictions that have not implemented the Prospectus Directive, all
offers of the New Series A Notes must be in compliance with the laws of such jurisdictions. Neither the Issuer nor the initial
purchasers have authorized, nor do they authorize, the making of any offer of the New Series A Notes through any financial
intermediary, other than offers made by the initial purchasers, which constitute a final placement of the New Series A Notes.
In relation to each Relevant Member State, each initial purchaser has represented and agreed that with effect from and
including the date on which the Prospectus Directive was implemented in that Relevant Member State it has not made an
offer of the New Series A Notes that are the subject of the offering contemplated by these listing particulars to the public in
that Relevant Member State other than:
(i)
to any legal entity which is a "qualified investor" as defined in the Prospectus Directive;
(ii) to fewer than 100 natural or legal persons or, if the Relevant Member State has implemented the relevant
provision of the 2010 PD Amending Directive, 150 natural or legal persons (other than "qualified investors" as
defined in the Prospectus Directive), as permitted under the Prospectus Directive subject to obtaining the prior
consent of the initial purchasers nominated by the Issuer for any such offer; or
(iii) in any other circumstances falling within Article 3(2) of the Prospectus Directive;
provided that no such offer of the New Series A Notes shall result in a requirement for the publication by the Issuer or the
initial purchasers of a prospectus pursuant to Article 3 of the Prospectus Directive.
For the purposes of this provision, the expression an "offer of notes to the public" in relation to any New Series A Notes in
any Relevant Member State means the communication in any form and by any means of sufficient information on the terms
of the offering and the Notes offered so as to enable an investor to decide to purchase or subscribe for the New Series A
Notes, as such expression may be varied in the Relevant Member State by any measure implementing the Prospectus
Directive in that Relevant Member State. For the purposes of this provision, 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.
NOTICE TO SWEDISH INVESTORS
The issuance and distribution of these listing particulars is restricted by law. These listing particulars have not been,
registered with or approved by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen). Accordingly, these
listing particulars have not been made available, nor may the New Series A Notes otherwise be marketed and offered for sale,
in Sweden, other than under circumstances that are deemed not to constitute an offer to the public which would require a
prospectus in Sweden under the Swedish Financial Instruments Trading Act (Sw. Lag om handel med finansiella instrument
(1991:980)). Hence, these listing particulars are intended for "qualified investors" (Sw. kvalificerade investerare), as defined
in the Swedish Financial Instruments Trading Act and a limited number (less than 150) of unqualified investors in Sweden.
NOTICE TO U.K. INVESTORS
These listing particulars have only been distributed to and is only directed at (i) persons who are outside the United Kingdom,
(ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (the "Order"), (iii) high net worth entities falling within Article 49(2)(a) to (d) of the Order, or
(iv) persons to whom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the
Financial Services and Markets Act 2000 (the "FSMA")), and other persons to whom it may lawfully be communicated,
falling within Article 29(2) of the Order (all such persons together being referred to as "relevant persons"). Accordingly, by
accepting delivery of these listing particulars, the recipient warrants and acknowledges that it is such a relevant person. The
New Series A Notes are available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such

5

New Series A Notes are engaged in only with, relevant persons. Any person who is not a relevant person should not act or
rely on this document or any of its contents. No part of these listing particulars should be published, reproduced, distributed
or otherwise made available in whole or in part to any other person without the prior written consent of the Issuer. The New
Series A Notes are not being offered or sold to any person in the United Kingdom, except in circumstances which have not
resulted in an offer of securities to the public in the United Kingdom within the meaning of Part VI of the FSMA.
NOTICE TO U.S. INVESTORS
This offering is being made in the United States in reliance upon an exemption from registration under the Securities Act for
an offer and sale of the New Series A Notes which does not involve a public offering. In making your purchase, you have
been deemed to have made certain acknowledgments, representations and agreements. See "Transfer Restrictions".
These listing particulars are being provided (1) to a limited number of U.S. investors that the Issuer reasonably believes to be
"qualified institutional buyers" under Rule 144A for informational use solely in connection with their consideration of the
purchase of the New Series A Notes and (2) to non-U.S. persons outside the United States in connection with offshore
transactions complying with Rule 903 or Rule 904 of Regulation S. The New Series A Notes described in these listing
particulars have not been registered with, recommended by or approved by the U.S. Securities and Exchange Commission
(the "SEC"), any state securities commission in the United States or any other securities commission or regulatory authority,
nor has the SEC or any state securities commission in the United States or any such other securities commission or authority
passed upon the accuracy or adequacy of these listing particulars. Any representation to the contrary is a criminal offense.
NOTICE TO SWISS INVESTORS
These listing particulars do not constitute a "public offering prospectus" as that term is understood pursuant to Article 652a
of the Swiss Code of Obligations. We have not applied for a listing of the New Series A Notes on the SWX Swiss Exchange
and consequently the information presented in these listing particulars do not necessarily comply with the information
standards set forth in the relevant listing rules. The New Series A Notes may not be publicly offered or sold in Switzerland.
The New Series A Notes have been offered or sold only to a selected number of individual investors in Switzerland, under
circumstances which did not result in the New Series A Notes being a public offering within the meaning of Article 652a of
the Swiss Code of Obligations. Each copy of these listing particulars are addressed to a specifically named recipient and shall
not be passed to a third party.
FORWARD-LOOKING STATEMENTS
These listing particulars include forward-looking statements, which are based on our current expectations and projections
about future events. All statements other than statements of historical facts included in these listing particulars including,
without limitation, statements regarding our future financial position, risks and uncertainties related to our business, strategy,
capital expenditures, projected costs and our plans and objectives for future operations, may be deemed to be forward-looking
statements. Words such as "believe", "expect", "anticipate", "may", "assume", "plan", "intend", "will", "should", "estimate",
"risk" and similar expressions or the negatives of these expressions are intended to identify forward-looking statements. By
their nature, forward-looking statements involve known and unknown risks and uncertainties because they relate to events
and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of
future performance. You should not place undue reliance on these forward-looking statements.
In addition, any forward-looking statements are made only as of the date of these listing particulars and we do not intend, and
do not assume any obligation, to update forward-looking statements set forth in these listing particulars.

Many factors may cause our results of operations, financial condition, liquidity and the development of the industry in which
we compete to differ materially from those expressed or implied by the forward-looking statements contained in these listing
particulars. Factors that could cause such differences in actual results include:
·
our ability to compete effectively in our industry;
·
rapid changes in technology and our ability to successfully manage and address customer expectations;
·
adverse changes in general economic conditions;
·
our ability to retain our existing customers and to acquire new subscribers on a cost effective basis;

6

·
our ability to compete effectively with bundled products and services that may be offered by certain of our
potential competitors;
·
costs associated with our continued investment in building our brands;
·
costs associated with potential competition with our former parent or disputes over our primary brand name;
·
difficulties we may face in increasing our subscriber base or our subscription fees or up-selling new products to
our current subscribers;
·
our exposure to the Spanish market;
·
privacy concerns and potential security breaches;
·
prolonged disruption of our monitoring centers;
·
product defects or shortfalls in our customer service;
·
our ability to respond adequately to alarm activations;
·
costs of complying with current or future regulatory requirements;
·
false alarm ordinances introduced by local governments;
·
disruptions in our supply chain;
·
increased labor costs in the jurisdictions in which we operate;
·
shifts in telecommunications technology;
·
costs arising from our warranty obligations;
·
insufficient insurance coverage;
·
costs arising from unauthorized use of, or disputes involving, our proprietary technology;
·
our ability to effectively manage our growth into new markets;
·
our exposure to risks associated with foreign currency fluctuations;
·
increasing operating costs and inflation risks;
·
costs arising from legal and arbitration proceedings;
·
our dependence on our experienced senior management team, who would be difficult to replace;
·
our significant leverage, which may make it difficult for us to service our debt and operate our business; and
·
risks associated with our structure and the terms of the New Series A Notes and other indebtedness.
We disclose important factors that could cause our actual results to differ materially from our expectations in "Risk Factors"
and "Management's Discussion and Analysis of Financial Condition and Results of Operations". Other sections of these
listing particulars describe additional factors that could adversely affect our business, financial condition or results of
operations. Moreover, we operate in a very competitive and rapidly changing environment. New risk factors emerge from
time to time and it is not possible for us to predict all such risk factors. We cannot assess the impact of all risk factors on our
business or the extent to which any factor, or combination of factors, may cause actual results 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.

7

PRESENTATION OF FINANCIAL AND OTHER INFORMATION
On September 2, 2011, the Issuer acquired Securitas Direct. As a result of the Acquisition, a new basis of accounting was
created beginning September 1, 2011. The periods prior to the Acquisition are referred to in these listing particulars as the
"Predecessor periods" and the periods after the Acquisition are referred to as the "Successor periods". The historical financial
information included in these listing particulars for the Predecessor periods is that of Securitas Direct and its consolidated
subsidiaries. Prior to the completion of the Acquisition Transactions, Securitas Direct held the "Securitas Direct" business
that was purchased by the Issuer in connection with the Acquisition Transactions. Upon the completion of the Acquisition on
September 2, 2011, Securitas Direct and the other entities that held the "Securitas Direct" business became wholly owned
indirect subsidiaries of the Issuer. The financial information included in these listing particulars for the Successor periods is
that of the Issuer and its consolidated subsidiaries. Due to the accounting impact of the Acquisition Transactions and other
items, such as the increased interest expense resulting from the Acquisition Transactions, our results for the Successor
periods are not directly comparable to those for the Predecessor periods presented in these listing particulars. See "--Impact
of the Acquisition Transactions on Our Historical Financial Information".
Various numbers and percentages set forth in these listing particulars have been rounded and accordingly may not total
exactly.
Financial Statements and Other Financial Information
These listing particulars include:
·
the audited consolidated financial statements of Securitas Direct and its subsidiaries as of and for the years ended
December 31, 2008, 2009 and 2010 prepared in accordance with International Financial Reporting Standards as
adopted by the European Union ("IFRS");
·
the audited consolidated financial statements as of August 31, 2011 of the Predecessor and December 31, 2011 of
the Successor and for the period from January 1, 2011 through August 31, 2011 of the Predecessor and for the
period from September 1, 2011 to December 31, 2011 of the Successor prepared in accordance with IFRS; and
·
the unaudited condensed consolidated interim financial statements of the Issuer as of and for the nine months
ended September 30, 2012 prepared in accordance with International Accounting Standards 34, Interim
Financial Reporting ("IAS 34").
The unaudited condensed consolidated interim financial statements as of and for the nine months ended September 30, 2012
include, as a comparative period, the Successor period from September 1, 2011 to September 30, 2011, reflecting one month
of operations and the Predecessor period from January 1, 2011 to August 31, 2011, reflecting eight months of operations. The
historical financial information of the Predecessor and Successor set forth in "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and elsewhere in these listing particulars has been extracted from the
financial statements set forth above.
Unaudited Pro Forma Financial Information
In the sections entitled "Summary--Summary Consolidated Historical and Pro Forma Financial and Other Data" and
"Management's Discussion and Analysis of Financial Condition and Results of Operations", we have presented unaudited
pro forma condensed consolidated financial data for the nine months ended September 30, 2011 and for the twelve months
ended December 31, 2011, which represent, respectively, the mathematical addition of the Predecessor's results of operations
for the eight months ended August 31, 2011 and the Successor's results of operations for the one month ended September 30,
2011 (in the case of the data for the nine months ended September 30, 2011), the Predecessor's results of operations for the
eight months ended August 31, 2011 and the Successor's results for the four months ended December 31, 2011 (in the case of
the data for the twelve months ended December 31, 2011), in each case with certain adjustments to give pro forma effect to
the Acquisition Transactions as if they had occurred on January 1, 2011.
We believe that presenting the results of operations and the discussion of these periods in this manner promotes the overall
usefulness of the comparison given the complexities involved in comparing significantly different periods. The pro forma
adjustments are based upon available information and certain assumptions that we believe are reasonable and we believe such
pro forma adjustments are directly attributable to the Acquisition Transactions, expected to have a continuing impact on the
Successor and factually supportable. However, the unaudited pro forma condensed consolidated financial information does
not purport to represent what our results of operations would have been had the Acquisition Transactions actually occurred
on January 1, 2011, and they do not purport to project our results of operations or financial condition for any future period. In
addition, due to the accounting impact of the Acquisition Transactions, in particular the acquisition accounting-related
adjustments that affect our Successor results, and other items, such as the increased interest expense resulting from the

8

Acquisition Transactions, these pro forma results are not directly comparable to the Predecessor results presented in these
listing particulars.
In "Summary--Summary Consolidated Historical and Pro Forma Financial and Other Data" we have also presented pro
forma as adjusted data which give effect to the issuance of the New Series A Notes and the application of the net proceeds
therefrom as set forth under the heading "Use of Proceeds". These pro forma as adjusted data have been provided for
illustrative purposes only and do not purport to represent what our actual data would have been if this offering had occurred
on March 31, 2012, in the case of income statement data, and September 30, 2012, in the case of balance sheet data, and do
not purport to project the results of operations for any future period.
Changes in Accounting Polices
See "Management's Discussion and Analysis of Financial Condition and Results of Operations--Factors Affecting
Comparability of Our Financial Results" for various other items that affect the comparability of our financial results.
Customer Acquisition Costs
Effective January 1, 2012, we have changed our accounting policy for capitalizing customer acquisition costs. In the nine
months ended September 30, 2012, as a result of this new accounting policy, we capitalized 36.9 million as intangible assets
which in previous periods would have been recorded as an expense in cost of sales in the consolidated income statement. The
impact of the adoption of the new accounting policy for customer acquisition costs compared to the previous accounting
policy applied in the periods before adoption resulted in increased cash outflows from investing activities, increased net
income and increased Adjusted EBITDA. The new accounting policy has been applied prospectively for periods beginning
on or after January 1, 2012. It is impracticable to retrospectively apply the cumulative effect of the change in accounting
policy to our opening and closing statements of financial position and the comparative consolidated financial statements for
periods presented prior to January 1, 2012, and as a result the periods beginning on or after January 1, 2012 are not
comparable to the periods beginning before that date or to the unaudited pro forma consolidated financial information for the
nine months ended September 30, 2011 and for the year ended December 31, 2011 discussed below and included elsewhere
in these listing particulars. See "Management's Discussion and Analysis of Financial Condition and Results of Operations".
Change in Presentation Currency
Effective January 1, 2012, we also changed the presentation currency of our consolidated financial statements from SEK to
the euro, which we believe more accurately reflects the current profile of our revenue and cash flows, which are now
primarily generated in euro. We believe that this change provides greater alignment of our presentation currency with our
most significant operating currency and underlying financial performance. The change in presentation currency has been
applied for periods beginning on or after January 1, 2012. Therefore, the unaudited interim condensed consolidated financial
statements as of and for the nine months ended September 30, 2012 use the euro as the presentation currency and the
comparative period included therein has been restated to reflect a consistent presentation currency. However, the annual
consolidated financial statements of the Predecessor and the Successor included elsewhere in these listing particulars have
not been restated or amended to reflect the change in the presentation currency to the euro and are not comparable to the
unaudited interim condensed consolidated financial information.
Unless otherwise indicated, we have, solely for your convenience, translated SEK amounts into euro at an exchange rate of
SEK9.02683 to 1.00 in respect of the unaudited pro forma consolidated financial data for the year ended December 31, 2011
and SEK9.01756 to 1.00 in respect of the unaudited pro forma consolidated financial data for the nine months
endedSeptember 30, 2011. The translation of income statement transactions expressed in SEK using such rates may result in
the presentation of euro amounts that differ from the euro amounts that would have been obtained by translating SEK into
euro at the exchange rate prevailing when such transactions were recorded. See "Exchange Rate Information" for information
regarding exchange rates between the SEK and the euro for the periods specified therein.

We have engaged PricewaterhouseCoopers AB as our independent registered public accounting firm to audit our
consolidated financial statements for periods beginning after January 1, 2012. Deloitte AB ("Deloitte") had previously been
engaged to audit our consolidated financial statements. This change in auditors was approved by our board of directors. The
reports of Deloitte on our consolidated financial statements did not contain any adverse opinion or disclaimer of opinion, nor
were such reports qualified or modified as to uncertainty, audit scope or accounting principles.

9

Impact of the Acquisition Transactions on Our Historical Financial Information
Our IFRS consolidated financial statements for our Successor periods are not, comparable to the Predecessor's consolidated
financial statements contained in these listing particulars. We accounted for the Acquisition using the acquisition method of
accounting, which requires that the consideration transferred in a business combination is measured at fair value, which is
calculated as the sum of the Completion Date fair values of the assets transferred to us plus the liabilities incurred by us to the
former owners of the acquired entities and the equity interests issued by us in exchange for control of the acquired entities.
Acquisition-related costs were generally recognized in profit or loss as incurred. The identifiable assets acquired and the
liabilities and contingencies of the acquired entities were recognized at their fair value at the Completion Date.
Where the sum of the consideration transferred, any non-controlling interests and Completion Date fair value of previously
held equity interest exceeded the Completion Date fair value of identifiable net assets of the acquired entities, we recognized
the difference as goodwill in our consolidated statement of financial position.
In connection with the Acquisition Transactions, we also incurred certain non-recurring transaction costs, as described in note
8 of the audited consolidated financial statements as of August 31, 2011 of the Predecessor and December 31, 2011 of the
Successor and for the period from January 1, 2011 through August 31, 2011 of the Predecessor and for the period from
September 1, 2011 to December 31, 2011 of the Successor included elsewhere in these listing particulars (the "Transaction
Costs"), the impact of which is reflected in our Successor's results for periods following the Completion Date.
In addition to changes to our financial statements resulting from the application of the acquisition method of accounting, due
to the effects of the increased borrowings to finance the Acquisition, our interest expense has increased significantly
following the Acquisition. As a result, the financial information for periods beginning on or after September 1, 2011 for the
Successor may not be comparable to the financial information of the Predecessor for periods prior to this date.
Non-IFRS Financial and Operating Information
Certain financial measures and ratios related thereto in these listing particulars, including Adjusted EBITDA, annualized
Adjusted EBITDA, Adjusted EBITDA from Portfolio Services, annualized Adjusted EBITDA from Portfolio Services,
Adjusted EBITDA from Customer Acquisition, Adjusted EBITDA from Customer Acquisition excluding Transaction Costs,
Adjusted EBITDA from Portfolio Services excluding Transaction Costs and Adjusted EBITDA excluding Transaction Costs
(collectively, the "EBITDA Metrics"), are not specifically defined under IFRS or any other generally accepted accounting
principles. These measures are presented in these listing particulars because we believe that they and similar measures are
widely used in our industry as a means of evaluating a company's operating performance and financing structure. These
measures may not be comparable to other similarly titled measures of other companies and are not measurements under IFRS
or other generally accepted accounting principles, and you should not consider such items as alternatives to net income (loss),
operating income or any other performance measures derived in accordance with IFRS, and they may be different from
similarly titled measures used by other companies. Our management believes this information, along with comparable IFRS
measures, is useful to investors because it provides a basis for measuring the operating performance in the periods presented.
These measures are used in the internal management of our business, along with the most directly comparable IFRS financial
measures, in evaluating the operating performance.
The EBITDA Metrics have limitations as analytical tools, and you should not consider them in isolation or as a substitute for
analysis of our results or any performance measures under IFRS as set forth in our financial statements. Some of these
limitations are:
·
they do not reflect our cash expenditures or future requirements for capital commitments;

·
they do not reflect changes in, or cash requirements for, our working capital needs;
·
they do not reflect the interest expense or cash requirements necessary to service interest or principal payments
on our debt;
·
they do not reflect any cash income taxes that we may be required to pay;
·
they are not adjusted for all non-cash income or expense items that are reflected in our consolidated income
statement;
·
they do not reflect the impact of earnings or charges resulting from certain matters we consider not to be
indicative of our ongoing operations;
·
assets are depreciated or amortized over differing estimated useful lives and often have to be replaced in the
future, and these measures do not reflect any cash requirements for such replacements; and

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