Obligation Rekeepr 8.5% ( XS0808635352 ) en EUR

Rekeepr

100 % ▼

Italie

XS0808635352 ( en EUR )

8.5% par an ( paiement annuel )

01/08/2020 - Obligation échue

Prospectus brochure de l'obligation Rekeep XS0808635352 en EUR 8.5%, échue

100 000 EUR

425 000 000 EUR

Rekeep est une entreprise italienne spécialisée dans la conception et la production de systèmes de gestion des déchets et de nettoyage urbain, proposant des solutions innovantes pour optimiser la collecte et le recyclage.

L'obligation italienne XS0808635352 émise par Rekeep, d'une valeur nominale totale de 425 000 000 EUR, avec un coupon de 8,5 %, échéant le 01/08/2020, cotée à 100% à la maturité et remboursée intégralement, a fait l'objet d'une émission minimale de 100 000 EUR et d'un paiement d'intérêt annuel.

Not for general circulation
in the United States
Listing Memorandum
10JUN201306564091
Manutencoop Facility Management S.p.A.
h425,000,000 8.5% Senior Secured Notes due 2020
Guaranteed on a senior basis by Servizi Ospedalieri S.p.A. and Manutencoop Private Sector Solutions S.p.A.
Manutencoop Facility Management S.p.A., incorporated as a joint stock company (societ `a per azioni) under the laws of the Republic
of Italy (the ``Issuer'') is offering (the ``Offering'') e425,000,000 aggregate principal amount of its 8.5% Senior Secured Notes due 2020
(the ``Notes''). Servizi Ospedalieri S.p.A. and Manutencoop Private Sector Solutions S.p.A. (each a ``Guarantor'' and collectively, the
``Guarantors''), in each case wholly-owned subsidiaries of the Issuer, will guarantee the due and punctual payment of all amounts due
and payable in respect of the Notes (the ``Notes Guarantees''). The Notes will be issued pursuant to an indenture (the ``Indenture'') to
be dated August 2, 2013 (the ``Issue Date'') among the Issuer, the Guarantors, The Law Debenture Trust Corporation p.l.c., as trustee,
and UniCredit Bank AG, Milan Branch as security agent.
The Notes will bear interest at a rate of 8.5% per annum. Interest will be payable on the Notes semi-annually in arrears on August 1
and February 1 of each year, beginning on February 1, 2014. The Notes will mature on August 1, 2020. At any time on or after
August 1, 2016, the Issuer may redeem all or a portion of the Notes at the redemption prices specified herein. Prior to August 1,
2016, the Issuer may also redeem all or part of the Notes if the Issuer pays a ``make-whole'' premium. In addition, on or before
August 1, 2016, the Issuer may also redeem up to 35% of the Notes with the net proceeds from one or more equity offerings. See
``Description of the Notes'' for further information.
If the Issuer undergoes a change of control or sells certain of its assets, the Issuer may be required to make an offer to purchase the
Notes. In the event of the occurrence of certain developments in applicable tax law, the Issuer may redeem all, but not less than all,
of the Notes. See ``Description of the Notes'' for further information.
The Notes will be senior secured obligations of the Issuer and will rank equal in right of payment with all of the Issuer's existing and
future senior indebtedness and will rank senior to all of the Issuer's existing and future indebtedness that is subordinated in right of
payment to the Notes. The Notes will be guaranteed on a senior basis by the Guarantors. The Notes Guarantees will rank equal in
right of payment with all of each Guarantor's existing and future unsubordinated indebtedness and will rank senior to each
Guarantor's existing and future indebtedness that is subordinated in right of payments to the Notes. The Notes Guarantees will be
subject to contractual and legal limitations that may limit their enforceability, and the Notes Guarantees may be released under
certain circumstances. See ``Risk Factors--Risks Related to the Notes, Notes Guarantees and Collateral,'' ``Limitations on Validity and
Enforceability of the Notes Guarantees and Security Interests and Certain Insolvency Law Considerations.''
On or about the Issue Date, the Notes and the Notes Guarantees will be secured by first-ranking pledges over by (i) all of the shares
of each of the Guarantors, (ii) the receivables of the Issuer in respect of the Proceeds Loans (as defined herein), (iii) the Issuer's
interest in the receivables in respect of certain future intercompany loans granted by the Issuer to any of its Restricted Subsidiaries (in
addition to the Proceeds Loans), (iv) the Issuer's and Manutencoop Private Sector Solution S.p.A.'s respective interests in certain trade
receivables in respect of private sector customers and (v) the Issuer's and Manutencoop Private Sector Solution S.p.A.'s respective
interests in certain bank accounts associated with such trade receivables which have been pledged to secure the Notes (collectively the
``Collateral'') as more fully described elsewhere in this offering memorandum (the ``Offering Memorandum''). The Revolving Credit
Facility (as defined herein) will also be secured by the Collateral on a first-ranking basis and by a special lien (privilegio speciale).
Under the terms of the Intercreditor Agreement (as defined herein), lenders under the Revolving Credit Facility and counterparties to
certain future hedging obligations and other indebtedness, if any, will receive proceeds from any enforcement of the foregoing
security interests in the Collateral in priority to holders of the Notes. See ``Description of the Notes--Security.'' The Collateral will be
subject to the Agreed Security Principles (as defined in ``Description of the Notes'') and limitations under applicable law, and may be
released in certain circumstances. See ``Limitations on Validity and Enforceability of the Notes Guarantees and Security Interests and
Certain Insolvency Law Considerations.''
Subject to and as set forth in ``Description of the Notes--Additional Amounts,'' the Issuer will not be liable to pay any additional
amounts to holders of the Notes in relation to, among other things, any withholding or deduction required pursuant to Italian
Legislative Decree No. 239 of April 1, 1996 (as the same may be amended or supplemented from time to time) where the Notes are
held by a person resident in a country that does not allow for satisfactory exchange of information with Italy (as per article 168-bis,
Italian Presidential Decree No. 917 of December 22, 1986) and otherwise in circumstance as described in ``Description of the Notes--
Additional Amounts.''
This Offering Memorandum includes information on the terms of the Notes and the Notes Guarantees, including redemption and
repurchase prices, security, covenants and transfer restrictions. This Offering Memorandum constitutes a prospectus for the purpose of
the Luxembourg law dated July 10, 2005 on Prospectuses and Securities, as amended
There is currently no public market for the Notes. Application has been made to have the Notes listed on the Official List of the
Luxembourg Stock Exchange and admitted to trading on the Euro MTF Market of the Luxembourg Stock Exchange.
The Notes will be represented on the Issue Date by two or more global notes, which will be delivered through Euroclear Bank SA/NV
(``Euroclear'') and Clearstream Banking, soci´et´e anonyme (``Clearstream'') on or about the Issue Date. See ``Book-Entry, Delivery and Form.''
Investing in the Notes involves a high degree of risk. See ``Risk Factors'' beginning on page 26.
Issue price for the Notes: 98.713% plus accrued interest, if any, from the Issue Date
Neither the Notes nor the Notes Guarantees have been or will be registered under the U.S. federal securities laws or the securities
laws of any other jurisdiction. The Notes are being offered and sold only to qualified institutional buyers in accordance with
Rule 144A under the U.S. Securities Act of 1933, as amended (the ``U.S. Securities Act''), and to non U.S. persons outside the United
States in accordance with Regulation S under the U.S. Securities Act of 1933, as amended. See ``Notice to Investors'' and ``Plan of
Distribution'' for additional information about eligible offerees and transfer restrictions.
Joint Bookrunners
J.P. Morgan
UniCredit Bank
Banca IMI
Mediobanca
The date of this Offering Memorandum is August 2, 2013.

Table of contents
Page
Important information about this Offering Memorandum . . . . . . . . . . . . . . . . . . . . . . . .
ii
Notice to certain European investors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
iv
Forward-looking statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
vii
Presentation of financial information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ix
Currency presentation and definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
xii
Industry and market data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
xviii
Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
Corporate structure and certain financing arrangements . . . . . . . . . . . . . . . . . . . . . . . . .
10
The Offering . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12
Summary historical consolidated financial information and other data . . . . . . . . . . . . . . .
18
Risk factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
26
Use of proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
66
Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
67
Selected historical financial information and other data . . . . . . . . . . . . . . . . . . . . . . . . .
69
Management's discussion and analysis of financial condition and results of operations . . .
75
Industry . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
107
Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
116
Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
149
Principal shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
155
Certain relationships and related party transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
159
Description of certain financing arrangements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
161
Description of the Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
178
Book-entry, delivery and form . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
258
Tax considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
263
Plan of distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
276
Notice to investors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
279
Legal matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
282
Independent auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
283
Where you can find additional information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
284
Service of process and enforcement of civil liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . .
285
Limitations on validity and enforceability of the Notes Guarantees and security interests
and certain insolvency law considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
286
Listing and general information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
298
Index to financial statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-1
i

Important information about this offering memorandum
The Issuer has prepared this Offering Memorandum solely for use in connection with the
proposed offering of the Notes on the Official List of the Luxembourg Stock Exchange and
admission to trading on the Euro MTF Market of the Luxembourg Stock Exchange.
J.P. Morgan Securities plc, UniCredit Bank AG, Banca IMI S.p.A. and Mediobanca--Banca di
Credito Finanziario S.p.A. (the ``Initial Purchasers''), the Trustee, the Paying Agent and the
Security Agent make no representation or warranty, express or implied, as to the accuracy or
completeness of the information set forth in this Offering Memorandum. Nothing contained in
this Offering Memorandum is or should be relied upon as a promise or representation by the
Initial Purchasers as to the past or the future. You agree to the foregoing by accepting this
Offering Memorandum.
Except as provided below, we accept responsibility for the information contained in this
Offering Memorandum. We have made all due inquiries and confirm that to the best of our
knowledge and belief, the information contained in this Offering Memorandum is in
accordance with the facts and does not omit anything likely to affect the import of such
information. 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 each of the Issuer and the
Guarantors accept responsibility for accurately summarizing the information concerning
Euroclear and Clearstream, neither the Issuer nor any Guarantor accept further responsibility in
respect of such information. In addition, this Offering Memorandum contains summaries
believed to be accurate with respect to certain documents, but reference is made to the actual
documents for complete information. All such summaries are qualified in their entirety by such
reference. Copies of documents referred to herein will be made available to prospective
investors upon request to the Issuer. The information in this Offering Memorandum is current
only as of the date on its cover, and may change after that date. For any time after the cover
date of this Offering Memorandum, neither the Issuer nor any Guarantor represents that its
affairs are the same as described or that the information in this Offering Memorandum is
correct, nor does the Issuer or any Guarantor imply those things by delivering this Offering
Memorandum or selling Notes to you. References to any website contained herein do not
form a part of this Offering Memorandum.
By receiving this Offering Memorandum, you acknowledge that you have had an opportunity
to request from the Issuer for review, and that you have received, all additional information
you deem necessary to verify the accuracy and completeness of the information contained in
this Offering Memorandum. You also acknowledge that you have not relied on the Initial
Purchasers in connection with your investigation of the accuracy of this information or your
decision whether to invest in the Notes. You should consult your own legal, tax and business
advisors regarding an investment in the Notes. Information in this Offering Memorandum is
not legal, tax or business advice.
You may not use any information herein for any purpose other than considering an investment
in the Notes.
The Issuer reserves the right to withdraw this Offering of the Notes at any time. The Issuer and
the Initial Purchasers reserve the right to reject any offer to purchase the Notes in whole or in
part for any reason or for no reason and to allot to any prospective purchaser less than the full
amount of the Notes sought by such purchaser.
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 Notes
or determined if this Offering Memorandum is truthful or complete. Any representation to the
contrary is a criminal offense.
ii

This Offering Memorandum is not an offer to sell the Notes and it is not soliciting an offer to
buy any Notes in any jurisdiction in which such offer or sale is not permitted.
The distribution of this Offering Memorandum and the offer and sale of the Notes may, in
certain jurisdictions, be restricted by law. None of the Issuer, any Guarantor or the Initial
Purchasers represent that this Offering Memorandum may be lawfully distributed, or that any
Notes may be lawfully offered, in compliance with any applicable registration or other
requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or
assume any responsibility for facilitating any such distribution or offering. None of the Issuer,
any Guarantor or the Initial Purchasers shall have any responsibility for any of the foregoing
legal requirements. In particular, no action has been taken by any of the Issuer or the Initial
Purchasers which would permit a public offering of any Notes or distribution of this Offering
Memorandum in any jurisdiction where action for that purpose is required. Accordingly, no
Notes may be offered or sold, directly or indirectly, and neither this Offering Memorandum nor
any advertisement or other offering material may be distributed or published in any
jurisdiction, except under circumstances that will result in compliance with all applicable laws
and regulations.
Each purchaser of the Notes must comply with all applicable laws and regulations in force in
each jurisdiction in which it purchases, offers or sells the Notes or possesses or distributes this
Offering Memorandum, and must obtain any consent, approval or permission required for the
purchase, offer or sale by it of the Notes under the laws and regulations in force in any
jurisdiction to which it is subject or in which it makes purchases, offers or sales. Persons into
whose possession this Offering Memorandum or any Notes may come must inform themselves
about, and observe, any such restrictions on the distribution of Offering Memorandum and the
offering and sale of Notes. In particular, there are restrictions on the offer and sale of the
Notes, and the circulation of documents relating thereto, in certain jurisdictions including the
United States and the United Kingdom and to persons connected therewith. See ``Transfer
Restrictions.'' We do not make any representation to you that the Notes are a legal investment
for you.
The Notes have not been approved or disapproved by the U.S. Securities and Exchange
Commission or any other securities commission or regulatory authority in the United States, nor
have the foregoing authorities approved this Offering Memorandum or confirmed the accuracy
or determined the adequacy of the information contained in this Offering Memorandum. Any
representation to the contrary is a criminal offense in the United States.
We have applied to have the Notes listed on the Official List of the Luxembourg Stock
Exchange and admitted for trading on the Euro MTF Market of the Luxembourg Stock
Exchange. In the course of any review by the competent authority, we may be required (under
applicable law, rules, regulations or guidance applicable to the listing of securities or
otherwise) to make certain changes or additions to or deletions from the description of our
business, financial statements and other information contained herein in producing listing
particulars for such listing. Comments by the competent authority may require significant
modification or reformulation of information contained in this Offering Memorandum or may
require the inclusion of additional information in the listing particulars. We may also be
required to update the information in this Offering Memorandum to reflect changes in our
business, financial condition or results of operations and prospects since the publication of this
Offering Memorandum. We cannot guarantee that such application for the admission of the
Notes to listing of the Notes on the Official List of the Luxembourg Stock Exchange and
trading on the Euro MTF Market will be approved as of the settlement date for the Notes or at
any time thereafter, and settlement of the Notes is not conditioned on obtaining this listing.
Following the listing, the relevant listing particulars will be available at the offices of the
Listing Agent. Any investor or potential investor in the European Economic Area (the ``EEA'')
should not base any investment decision relating to the Notes on the information contained in
this Offering Memorandum after publication of the listing particulars and should refer instead
to those listing particulars.
iii

In connection with the Offering, the Initial Purchasers 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.
Stabilization
IN CONNECTION WITH THIS OFFERING, J.P. MORGAN SECURITIES PLC (OR PERSONS ACTING ON
BEHALF OF J.P. MORGAN SECURITIES PLC) MAY OVER-ALLOT NOTES OR EFFECT TRANSACTIONS
WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE NOTES AT A LEVEL HIGHER THAN
THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, THERE IS NO ASSURANCE THAT
J.P. MORGAN SECURITIES PLC (OR PERSONS ACTING ON BEHALF OF J.P. MORGAN
SECURITIES PLC) 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 NOTES IS MADE AND, IF BEGUN, MAY BE ENDED AT ANY TIME,
BUT IT MUST END NO LATER THAN THE EARLIER OF 30 CALENDAR DAYS AFTER THE DATE ON
WHICH THE ISSUER HAS RECEIVED THE PROCEEDS OF THE ISSUE AND 60 CALENDAR DAYS
AFTER THE DATE OF THE ALLOTMENT OF THE NOTES.
Notice to investors in the United States
This Offering Memorandum is being submitted in the United States to a limited number of
QIBs for informational use solely in connection with the consideration of the purchase of the
Notes. Its use for any other purpose in the United States is not authorized. It may not be
copied or reproduced in whole or in part nor may it be distributed or any of its contents
disclosed to anyone other than the prospective investors to whom it is originally submitted.
For this Offering, the Issuer, the Guarantors and the Initial Purchasers are relying upon
exemptions from registration under the U.S. Securities Act for offers and sales of securities
which do not involve a public offering, including Rule 144A under the U.S. Securities Act.
Prospective investors are hereby notified that sellers of the Notes and Notes Guarantees may
be relying on the exemption from the provision of Section 5 of the U.S. Securities Act provided
by Rule 144A. The Notes are subject to restrictions on transferability and resale. Purchasers of
the Notes may not transfer or resell the Notes except as permitted under the U.S. Securities Act
and applicable U.S. state securities laws. See ``Transfer Restrictions.''
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 (``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 certain European investors
European Economic Area
This Offering Memorandum has been prepared on the basis that the offer and sale of the
Notes will be made pursuant to an exemption under the Prospectus Directive as implemented
iv

in member states of the EEA, from the requirement to produce and publish a prospectus which
is compliant with the Prospectus Directive, as so implemented, for offers of the 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 Notes which are the subject of the
placement referred to in this Offering Memorandum must only do so in circumstances in which
no obligation arises for the Issuer or the Initial Purchasers to produce and publish a prospectus
which 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 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 Notes through any financial intermediary, other than offers made
by the Initial Purchasers, which constitute a final placement of the Notes.
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.
Each subscriber for, or purchaser of, the Notes in this Offering located within a Relevant
Member State 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 truth and accuracy of the
foregoing representation, acknowledgment and agreement.
United Kingdom
This Offering Memorandum is for distribution only to, and is only directed at, 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 Notes may otherwise lawfully 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.
Italy
No action has been or will be taken which could allow an offering of the Notes to the public
in the Republic of Italy within the meaning of Article 1, paragraph 1, letter t) of Legislative
Decree No. 58 of February 24, 1998, as subsequently amended (the ``Italian Financial Act'').
Accordingly, the Notes may not be offered or sold directly or indirectly in the Republic of Italy,
and neither this Offering Memorandum nor any other offering circular, prospectus, form of
application, advertisement, other offering material or other information relating to the Issuer,
the Guarantors, the Notes or the Notes Guarantees or the Collateral may be issued, distributed
or published in the Republic of Italy, except under circumstances that will result in compliance
with all applicable laws, orders, rules and regulations. The Notes cannot be offered or sold in
the Republic of Italy either on the primary or on the secondary market to any natural persons
nor to entities other than qualified investors (investitori qualificati) as defined pursuant to
Article 100 of the Italian Financial Act and Article 34-ter, paragraph 1, letter b) of Regulation
No. 11971 of May 14, 1999 as amended (the ``Issuers Regulation'') issued by the Commissione
Nazionale per le Societ `a e la Borsa (``CONSOB'') or unless in circumstances which are exempt
v

from the rules on public offers pursuant to Article 100 of the Italian Financial Act and the
implementing CONSOB regulations, including the Issuers Regulation.
The Notes may not be offered, sold or delivered and neither this Offering Memorandum nor
any other material relating to the Notes may be distributed or made available in the Republic
of Italy unless such offer, sale or delivery of Notes or distribution or availability of copies of this
Offering Memorandum or any other material relating to the Notes in Italy is made in one of
the following ways: (a) by investment firms, banks or financial intermediaries permitted to
conduct such activities in Italy in accordance with Legislative Decree No 385 of September 1,
1993 as amended, the Italian Financial Act, CONSOB Regulation No. 16190 of October 29, 2007
as amended and any other applicable laws and regulations; and (b) in compliance with all
relevant Italian securities, tax and exchange control and other applicable laws and regulations
and any other applicable requirement or limitation which may be imposed from time to time
by CONSOB or the Bank of Italy or other competent authority. Any investor purchasing the
Notes is solely responsible for ensuring that any offer or resale of the Notes by such investor
occurs in compliance with applicable laws and regulations.
For a further description of certain restrictions on offers and sales of the Notes and the
distribution of this Offering Memorandum in the Republic of Italy, see ``Notice to Investors.''
THIS OFFERING MEMORANDUM CONTAINS IMPORTANT INFORMATION WHICH YOU SHOULD
READ BEFORE YOU MAKE ANY DECISION WITH RESPECT TO AN INVESTMENT IN THE NOTES.
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Forward-looking statements
This Offering Memorandum includes forward-looking statements within the meaning of the
securities laws of certain applicable jurisdictions. These forward-looking statements include, but
are not limited to, all statements other than statements of historical facts contained in this
Offering Memorandum, including, without limitation, those regarding the Issuer's and its
consolidated subsidiaries (collectively, the ``Group'') future financial position and results of
operations, their strategies, plans, objectives, goals and targets, future developments in the
markets in which the Group participates or is seeking to participate or anticipated regulatory
changes in the markets in which the Group operates or intends to operate. In some cases, you
can identify forward-looking statements by terminology such as ``aim,'' ``anticipate,'' ``believe,''
``continue,'' ``could,'' ``estimate,'' ``expect,'' ``forecast,'' ``guidance,'' ``intend,'' ``may,'' ``plan,''
``potential,'' ``predict,'' ``projected,'' ``should,'' or ``will'' or the negative of such terms or other
comparable terminology.
By their nature, forward-looking statements involve known and unknown risks, uncertainties
and other factors because they relate to events and depend on circumstances that may or may
not occur in the future. We caution you that forward-looking statements are not guarantees of
future performance and are based on numerous assumptions and that our actual results of
operations, including our financial condition and liquidity and the development of the
industries in which we operate, may differ materially from (and be more negative than) those
made in, or suggested by, the forward-looking statements contained in this Offering
Memorandum. In addition, even if our results of operations, including our financial condition
and liquidity and the development of the industries in which we operate, are consistent with
the forward-looking statements contained in this Offering Memorandum, those results or
developments may not be indicative of results or developments in subsequent periods.
Important risks, uncertainties and other factors that could cause these differences include, but
are not limited to:
· risks related to delayed payments from public sector entities and healthcare customers;
· unfavorable economic conditions in Italy;
· loss of major customers and/or deterioration in commercial terms upon renewal of contracts
with major customers;
· impact of competitive pressures;
· impact of the centralization of procurement contracts in the public sector;
· impact of current and future public spending cuts or new outsourcing policies among public
sector entities;
· inability to accurately estimate future costs of integrated facility management services;
· inability to cater to customer preferences and provide consistent quality of service;
· risks related to divestments or acquisitions;
· risks related to the collective bargaining agreement applicable to cleaning and facility
management;
· risks related to claims arising out of temporary joint associations;
· risks related to actions of our employees;
· failure of our information technology system;
· adequacy of insurance coverage;
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· labor disruptions;
· inability to retain key employees;
· risks related to litigation and other legal proceedings;
· risks related to safeguarding privacy of data;
· risks related to our capital structure;
· risks related to our indebtedness;
· risks related to the Notes, the Note Guarantees and the Collateral; and
· other factors discussed in this Offering Memorandum.
We urge you to read the sections of this Offering Memorandum entitled ``Risk Factors,''
``Management's Discussion and Analysis of Financial Condition and Results of Operations,''
``Industry,'' ``Business'' and ``Limitations on the Validity and Enforceability of the Notes
Guarantees and Security Interests and Certain Insolvency Law Considerations'' for a more
complete discussion of the factors that could affect the Group's future performance and the
markets in which it operates. In light of these risks, uncertainties and assumptions, the
forward-looking events described in this Offering Memorandum may not occur. These forward-
looking statements speak only as of the date on which the statements were made. We
undertake no obligation to update or revise any forward-looking statement or risk factors,
whether as a result of new information, future events or developments or otherwise. All
subsequent written and oral forward-looking statements attributable to us or to persons acting
on our behalf are expressly qualified in their entirety by the cautionary statements referred to
above and contained elsewhere in this Offering Memorandum, including those set forth under
``Risk Factors.''
The risks set forth 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. 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 risks; nor can we assess the impact of all such risks 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, prospective investors should not place undue reliance on forward-looking
statements as a prediction of actual results.
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Presentation of financial information
Financial statements
The Group's financial information included in this Offering Memorandum has been extracted or
derived from: (i) the audited consolidated financial statements of the Issuer and its
consolidated subsidiaries as of and for the years ended December 31, 2012, 2011 and 2010,
prepared in accordance with the International Financial Reporting Standards adopted by the
European Union (``IFRS''), audited by Reconta Ernst & Young S.p.A. (the ``Audited Consolidated
Financial Statements'') and containing the auditors' report therein and (ii) the unaudited
interim condensed consolidated financial statements of the Issuer and its consolidated
subsidiaries as of and for the three months ended March 31, 2013 and 2012, prepared in
accordance with International Accounting Standards 34 (the ``Unaudited Interim Condensed
Consolidated Financial Statements'').
The unaudited financial information for the twelve months ended March 31, 2013 has been
derived by subtracting from the audited consolidated financial statements of the Issuer and its
consolidated subsidiaries for the year ended December 31, 2012 the information from the
unaudited interim condensed consolidated financial statements for the three months ended
March 31, 2012 and adding the information from the unaudited interim condensed
consolidated financial statements for the three months ended March 31, 2013.
The Audited Consolidated Financial Statements and the Unaudited Interim Condensed
Consolidated Financial Statements contained in the F-Pages to this Offering Memorandum
should be read in conjunction with the relevant notes thereto. Prospective investors are advised
to consult their professional advisors for an understanding of: (i) the differences between IFRS
and other systems of generally accepted accounting principles and how those differences might
affect the financial information included in this Offering Memorandum and (ii) the impact that
future additions to, or amendments of, IFRS principles may have on the Group's results of
operations and/or financial condition, as well as on the comparability of the prior periods.
Non-IFRS financial measures
In this Offering Memorandum, we present certain non-IFRS measures, including EBITDA,
Adjusted EBITDA, Pro forma Adjusted EBITDA, gross interest bearing financial indebtedness, net
interest bearing financial indebtedness, net financial indebtedness, capital expenditures, net
working capital and Adjusted net working capital. We define ``EBITDA'' as operating income/
(loss) before accrual to provisions for risk and charges and amortization/depreciation, write-
downs and write-backs of assets. We define ``Adjusted EBITDA'' as EBITDA as adjusted for
certain non-recurring and other extraordinary items described in Footnote 1 under ``Summary
Historical Consolidated Financial Information and Other Data--Other Financial Information.''
We define ``Pro forma Adjusted EBITDA'' as Adjusted EBITDA as further adjusted for the
annualization of the PIB contract as described in Footnote 1 under ``Summary Historical
Consolidated Financial Information and Other Data--Other Financial Information.'' We believe
that EBITDA, Adjusted EBITDA and Pro forma Adjusted EBITDA are useful indicators of our
ability to monitor and assess our operating performance.
We define ``gross interest bearing financial indebtedness'' and ``net interest bearing financial
indebtedness'' as measurements of our indebtedness as described in Footnote 3 under
``Summary Historical Consolidated Financial Information and Other Data--Other Financial
Information.'' We define ``net financial indebtedness'' as the sum of bank borrowings, current
portion of long-term debt, other current financial liabilities and long-term debt net of current
financial receivables (i.e. balances of bank accounts which are pledged as part of our factoring
facilities as discussed under ``Description of Certain Financing Arrangements--Non-recourse
(pro soluto) Factoring Facilities,'' amounts in escrow and credits under mergers and acquisitions
arrangements and short-term financial credits and bank accounts with non-consolidated
ix