Obligation ArqivaTech 9.5% ( XS0894470110 ) en GBP

Société émettrice ArqivaTech
Prix sur le marché 100 %  ⇌ 
Pays  Royaume-uni
Code ISIN  XS0894470110 ( en GBP )
Coupon 9.5% par an ( paiement annuel )
Echéance 31/03/2020 - Obligation échue



Prospectus brochure de l'obligation Arqiva XS0894470110 en GBP 9.5%, échue


Montant Minimal /
Montant de l'émission /
Description détaillée Arqiva est une société britannique de télécommunications fournissant des infrastructures et des services de diffusion pour la télévision, la radio et les communications mobiles.

L'Obligation émise par ArqivaTech ( Royaume-uni ) , en GBP, avec le code ISIN XS0894470110, paye un coupon de 9.5% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 31/03/2020







LISTING PROSPECTUS
NOT FOR GENERAL DISTRIBUTION
IN THE UNITED STATES
ARQIVA BROADCAST FINANCE PLC
£600,000,000 9.50% Senior Notes due 2020
unconditionally and irrevocably guaranteed by Arqiva Financing No 2 Limited and Arqiva Broadcast Parent Limited
Arqiva Broadcast Finance plc, a public limited company existing under the laws of England and Wales (the Issuer), is offering £600,000,000 in aggregate
principal amount of its 9.50% Senior Notes due 2020 (the Notes). The Notes will mature on 31 March 2020. Interest on the Notes will be payable on 31
March and 30 September of each year, commencing on 30 September 2013. Prior to 31 March 2016, the Issuer will be entitled, at its option, to redeem all
or a portion of the Notes by paying the relevant "make-whole" premium (the Applicable Premium) plus accrued and unpaid interest. At any time on or
after 31 March 2016, the Issuer may redeem all or part of the Notes by paying the relevant specified premium plus accrued and unpaid interest.
Additionally, the Notes may be redeemed upon the occurrence of certain changes in applicable tax law at their outstanding principal amount plus accrued
and unpaid interest. Upon the occurrence of a change of control, the Issuer may be required to make an offer to purchase the Notes. See "Terms and
Conditions".
The Notes will be senior obligations of the Issuer and will be guaranteed (the Guarantees) by Arqiva Financing No 2 Limited (AF No 2 and the
Intermediate Guarantor) and Arqiva Broadcast Parent Limited (the Parent Guarantor and, together with the Intermediate Guarantor, the Guarantors).
The Notes will rank pari passu in right of payment with all existing and future indebtedness of the Issuer that is not subordinated in right of payment to the
Notes and will rank senior to any existing and future indebtedness of the Issuer that is expressly subordinated in right of payment to the Notes. The Notes
will be structurally subordinated to the Senior Financing (as defined herein).
The Notes and the Guarantees will be secured by first ranking fixed and floating security interests over all (or substantially all) of the assets of the Issuer
and each of the Guarantors, including the shares in each of the Issuer and the Intermediate Guarantor held by the Parent Guarantor and the shares in
Intermediate HoldCo held by the Intermediate Guarantor. In addition, Intermediate HoldCo will grant fixed security interests over the shares it holds in
Arqiva Group Parent Limited (the Senior Parent) in favour of the Intermediate HoldCo Security Trustee for its obligations under the Intermediate HoldCo
Subordinated Guarantee (each as defined herein), the enforcement proceeds of which will only become available with respect to payment under the Notes
after repayment in full of certain senior ranking creditors. See "Terms and Conditions ­ Condition 3.3 ­ Transaction Security". The Guarantees and the
Transaction Security will be subject to contractual limitations and may be released under certain circumstances.
This listing prospectus (this Offering Memorandum) includes information on the terms of the Notes and the Guarantees, including redemption and
purchase prices, security, covenants and transfer restrictions. The offering memorandum constitutes a prospectus for the purpose of the Luxembourg law
dated July 10, 2005 on Prospectuses for Securities, as amended. Application has been made to list the Notes on the official list (the Official List) of the
Luxembourg Stock Exchange and to admit them to trading on the Euro MTF market of the Luxembourg Stock Exchange (the Euro MTF Market). There
can be no assurance this application will be accepted. The Euro MTF Market is not a regulated market pursuant to the provisions of Directive 2004/39/EC.
Investing in the Notes involves certain risks. Please see "Risk Factors" beginning on page 41.
Price for the Notes: 100% plus accrued interest, if any, from the Issue Date
The Notes and the Guarantees have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the
Securities Act) or with any securities regulatory authority of any state or other jurisdiction of the United States. Subject to certain exemptions,
the Notes may not be offered or sold within the United States to, or for the account or benefit of, U.S. persons (as defined in Regulation S under
the Securities Act (Regulation S)). The Notes may be offered and sold only (i) in the United States to "qualified institutional buyers" (QIBs) as
defined in, and in reliance on, Rule 144A under the Securities Act (Rule 144A) and (ii) to non-U.S. persons (as defined in Regulation S) outside
the United States in offshore transactions in reliance upon Regulation S. Each prospective purchaser of the Notes being offered within the
United States is hereby notified that the sellers of the Notes may be relying upon Rule 144A or another exemption from the provisions of
Section 5 of the Securities Act. Investors in the Notes will be deemed to have made or be required to make certain representations and
warranties in connection with purchasing the Notes. For a description of certain restrictions on resales and transfers, as to which each
purchaser of Notes will be deemed to have acknowledged, represented and agreed, see "Plan of Distribution" and "Transfer Restrictions" in this
Offering Memorandum.
The Notes are expected to be delivered in book-entry form through Euroclear Bank S.A./N.V. (Euroclear) and/or Clearstream Banking,
société anonyme (Clearstream, Luxembourg) on or about 28 February 2013 (the Issue Date).
Joint Global Coordinators and Joint Bookrunners
Deutsche Bank
J.P. Morgan
The Royal Bank of Scotland
Joint Bookrunners
Barclays
BofA
HSBC
Lloyds Bank
UBS
Merrill Lynch
Investment Bank
Offering Memorandum dated 28 February 2013


CONTENTS
Forward Looking Statements
vii
Management
173
. . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . .
Presentation of Financial and Other
Principal Shareholders
179
. . . . . . . . . . . . . . . .
Information
viii
Certain Relationships and Related Party
. . . . . . . . . . . . . . . . . . . . . . . .
Certain Definitions
xi
Transactions
180
. . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . .
Historical and Current Market and Industry
Summary of the Transaction
Data
xi
Documents
182
. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . .
Contracted Turnover
xii
Description of Certain Financing
. . . . . . . . . . . . . . . . . .
Glossary of Technical Terms
xiii
Arrangements
195
. . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . .
Summary
1
Overview of Senior Hedges
213
. . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . .
Summary Corporate and Financing
Terms and Conditions
216
. . . . . . . . . . . . . . . . .
Structure
17
Defined Terms for the purposes of the
. . . . . . . . . . . . . . . . . . . . . . . . . .
The Offering
20
Common Terms Agreement
264
. . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . .
Overview of Senior Financing and
Forms of the Notes
322
. . . . . . . . . . . . . . . . . . .
Shareholder Financing
26
Book-Entry Clearance Procedure
324
. . . . . . . . . . . . . .
. . . . . . . .
Summary Historical Consolidated
Description of the Issuer
326
. . . . . . . . . . . . . . .
Financial and Other Information
32
Description of the Intermediate
. . . . . . .
Risk Factors
41
Guarantor
328
. . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . .
Use of Proceeds
75
Description of the Parent Guarantor
330
. . . . . . . . . . . . . . . . . . . . .
. . . . .
Capitalisation
76
Description of Intermediate HoldCo
332
. . . . . . . . . . . . . . . . . . . . . . . .
. . . . . .
Selected Historical Consolidated Financial
Certain Tax Considerations
334
. . . . . . . . . . . .
Information
78
Certain ERISA Considerations
340
. . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . .
Management's Discussion and Analysis of
Plan of Distribution
343
. . . . . . . . . . . . . . . . . . .
Financial Condition and Results of
Transfer Restrictions
346
. . . . . . . . . . . . . . . . . .
Operations
82
Service of Process and Enforcement of
. . . . . . . . . . . . . . . . . . . . . . . .
Industry
113
Civil Liabilities
350
. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . .
Business
134
General Information
351
. . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . .
Regulation of the Communications
Index of Defined Terms
354
. . . . . . . . . . . . . . . .
Industry in the United Kingdom
159
Index to the Financial Statements
F-1
. . . . . . . .
. . . . . . .
i


NOTICES
The Notes will be obligations of the Issuer only. They will not be obligations or responsibilities of, or
guaranteed by, any of the other parties to the transactions described in this Offering Memorandum
(other than pursuant to the Guarantees or the Intermediate HoldCo Subordinated Guarantee) and any
suggestion otherwise, express or implied, is expressly excluded.
If any withholding or deduction for or on account of tax is applicable to the Notes, payments on the
Notes will be made subject to such withholding or deduction, and (subject to certain exceptions) the
Issuer being obliged to pay additional amounts as a consequence.
Notes will be represented on issue by beneficial interests in Global Notes, in fully registered form,
without interest coupons attached, which will be deposited with, and be registered in the name of, a
nominee of a common depositary for Euroclear and Clearstream, Luxembourg. Ownership interests in
the Global Notes will be shown on, and transfers thereof will only be effected through, records
maintained by Euroclear and Clearstream, Luxembourg and their respective participants. Notes in
definitive, certificated and fully registered form will be issued only in the limited circumstances
described herein. In each case, purchasers and transferees of Notes will be deemed to have made
certain representations and agreements. See "Forms of the Notes", "Plan of Distribution" and "Transfer
Restrictions" in this Offering Memorandum.
IMPORTANT NOTICES
This Offering Memorandum is being distributed only to, and is directed only at, relevant persons. This
Offering Memorandum, or any of its contents, must not be acted on or relied on by persons who are
not relevant persons. Any investment or investment activity to which this Offering Memorandum relates
is available only to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire
such investments will be engaged in only with, relevant persons.
Neither the delivery of this Offering Memorandum nor the offering, sale or delivery of the Notes shall in
any circumstances imply that the information contained herein concerning the Issuer or the Guarantors
(together, the Obligors) is correct at any time subsequent to the date hereof or that there has been no
adverse change in the financial position of the Issuer or the Obligors as of any time subsequent to the
date indicated in the document containing the same. None of the Joint Global Coordinators and Joint
Bookrunners, the Joint Bookrunners, the Financial Advisor, the Note Trustee, the Security Trustee or
the other parties undertakes to review the financial condition or affairs of any of the Issuer or the
Obligors for as long as any Notes are outstanding or to advise any investor in the Notes of any
information coming to their attention.
This Offering Memorandum is not intended to provide the basis of any credit or other evaluation and
should not be considered as a recommendation by the Issuer, any member of the Group, the Joint
Global Coordinators and Joint Bookrunners, the Joint Bookrunners, the Financial Advisor, the Note
Trustee, the Security Trustee or any of the other parties that any recipient of this Offering
Memorandum should purchase any of the Notes.
This Offering Memorandum does not constitute an offer to sell or the solicitation of an offer to buy any
Notes in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such
jurisdiction. The distribution of this Offering Memorandum and the offer or sale of Notes may be
restricted by law in certain jurisdictions. The Issuer, the Joint Global Coordinators and Joint
Bookrunners and the Joint Bookrunners do not represent that this Offering Memorandum may be
ii


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. In particular,
no action has been taken by the Issuer, the Joint Global Coordinators and the Joint Bookrunners which
is intended to 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 circumstances that will result in
compliance with any applicable laws and regulations. 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 this Offering Memorandum and the offering and sale of Notes. In
particular, there are restrictions on the distribution of this Offering Memorandum and the offer or sale of
Notes in the United States and the European Economic Area (including the United Kingdom).
This Offering Memorandum has been prepared on the basis that any offer of Notes in any Member State of
the European Economic Area which has implemented Directive 2003/71/EC (the Prospectus Directive)
(each, a Relevant Member State) will be made pursuant to an exemption under the Prospectus Directive,
as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of
Notes. Accordingly any person making or intending to make an offer in that Relevant Member State of
Notes which are the subject of an offering contemplated in this Offering Memorandum may only do so in
circumstances in which no obligation arises for the Issuer or any Joint Global Coordinator and Joint
Bookrunner to publish an offering memorandum pursuant to Article 3 of the Prospectus Directive or
supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such
offer. Neither the Issuer nor any Joint Global Coordinator and Joint Bookrunner has authorised, nor do they
authorise, the making of any offer of Notes in circumstances in which an obligation arises for the Issuer or
any Joint Global Coordinator and Joint Bookrunner to publish or supplement a prospectus for such offer.
Each person contemplating making an investment in the Notes should make its own investigation and
analysis of the creditworthiness of the Issuer and the Obligors and its own determination of the
suitability of any such investment, with particular reference to its own investment objectives and
experience and any other factors which may be relevant to it in connection with such investment. A
prospective investor who is in any doubt whatsoever as to the risks involved in investing in the Notes
should consult independent professional advisers.
In making an investment decision, investors must rely on their own examination of the Issuer and the
Guarantors and the terms of the Notes being offered, including the merits and risks involved.
The Notes may not be a suitable investment for all investors. Each potential investor in the Notes must
determine the suitability of that investment in light of its own circumstances. In particular, each potential
investor should:
· have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits
and risks of investing in the Notes and the information contained in this Offering Memorandum;
· have access to, knowledge of and appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the Notes and the impact the Notes will have on its
overall investment portfolio;
· have sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes,
including Notes with principal or interest payable in one or more currencies or where the currency for
principal or interest payments is different from the potential investor's currency;
· understand thoroughly the terms of the Notes and be familiar with the behaviour of any relevant
indices and financial markets; and
iii


· be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for
economic, interest rate and other factors that may affect its investment and its ability to bear the
applicable risks.
The Notes are complex financial instruments. Sophisticated institutional investors generally do not
purchase complex financial instruments as stand-alone investments. They purchase complex financial
instruments as a way to reduce risk or enhance yield with an understood, measured, appropriate
addition of risk to their overall portfolios. A potential investor should not invest in Notes which are
complex financial instruments unless it has the experience (either alone or with a financial adviser) to
evaluate how the Notes will perform under changing conditions, the resulting effects on the value of the
Notes and the impact this investment will have on the potential investor's overall investment portfolio.
In addition, the investment activities or certain investors are subject to legal investment laws and
regulations, or review or regulation by certain authorities. Each potential investor should consult its
legal advisers to determine whether and to what extent Notes are legal investments for it, Notes can be
used as security for indebtedness and other restrictions apply to its purchase or pledge of any Notes.
Financial institutions should consult their legal advisors or the appropriate regulators to determine the
appropriate treatment of Notes under any applicable risk-based capital or similar rules.
The distribution of this Offering Memorandum and the offering, sale or delivery of the Notes in certain
jurisdictions may be restricted by law. Persons into whose possession this Offering Memorandum
comes are required by the Issuer, the Joint Global Coordinators and the Joint Bookrunners to inform
themselves about and to observe any such restrictions. This Offering Memorandum does not
constitute, and may not be used for the purposes of, an offer to or solicitation by any person to
subscribe or purchase any Notes in any jurisdiction or in any circumstances in which such an offer or
solicitation is not authorised or is unlawful.
In connection with the issue of the Notes, The Royal Bank of Scotland plc acting as stabilising
manager (the Stabilising Manager) (or person(s) acting on its behalf) 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 the Stabilising Manager (or persons
acting on its behalf) will undertake stabilisation action. Any stabilisation action may begin on or after
the date on which adequate public disclosure of the 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 days after the date of
the issue of the Notes and 60 days after the date of the allotment of the Notes. Any stabilisation action
or over-allotment must be conducted by the Stabilising Manager (or person(s) acting on its behalf) in
accordance with all applicable laws and rules.
If you are in any doubt about the contents of this Offering Memorandum you should consult your
stockbroker, bank manager, solicitor, accountant or other financial advisor. It should be remembered
that the price of securities and the income from them can go down as well as up.
In this Offering Memorandum, words denoting the singular number only shall include the plural number
also and vice versa.
iv


RESPONSIBILITY STATEMENTS
The Issuer and the Guarantors accept responsibility for the information contained in this Offering
Memorandum. To the best of the knowledge of the Issuer and the Guarantors (each having taken all
reasonable care to ensure that such is the case) 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.
No person has been authorised to give any information or to make representations other than the
information or the representations contained in this Offering Memorandum in connection with the
Issuer, the Guarantors, any member of the Group or the offering or sale of the Notes and, if given or
made, such information or representations must not be relied upon as having been authorised by the
Issuer, the Guarantors, any member of the Group, the Financial Advisor, the Joint Global Coordinators
and Joint Bookrunners, the Note Trustee, the Security Trustee or any other party. Neither the delivery
of this Offering Memorandum nor any offering or sale of Notes made in connection herewith shall,
under any circumstances, constitute a representation or create any implication that there has been no
change in the affairs of the Issuer, the Guarantors or any member of the Group since the date hereof.
Unless otherwise indicated herein, all information in this Offering Memorandum is given as of the date
of this Offering Memorandum. This document does not constitute an offer of, or an invitation by, or on
behalf of, the Issuer or any Joint Global Coordinators and Joint Bookrunners to subscribe for, or
purchase, any of the Notes.
No representation, warranty or undertaking, express or implied, is made and no responsibility or liability
is accepted by the other parties as to the accuracy or completeness of the information contained in this
Offering Memorandum or any other information supplied in connection with the Notes or their
distribution. The statements made in this paragraph are without prejudice to the responsibility of the
Issuer for the information contained in this Offering Memorandum. Each person receiving this Offering
Memorandum acknowledges that such person has not relied on the Joint Global Coordinators and
Joint Bookrunners, the Note Trustee, the Security Trustee or any other party nor on any person
affiliated with any of them in connection with its investigation of the accuracy of such information or its
investment decision.
N M Rothschild & Sons Limited (the Financial Advisor), which is authorised and regulated by the
Financial Services Authority in the United Kingdom, is acting for the Issuer and the Group and no one
else in relation to the offering of the Notes by the Issuer and will not be responsible to anyone other
than the Issuer or the Group for providing the protections afforded to clients of N M Rothschild & Sons
Limited nor for providing advice in relation to the proposed issue of Notes by the Issuer. N M Rothschild &
Sons Limited is not acting as a Joint Bookrunner or Initial Purchaser in connection with this offering, and
accordingly, N M Rothschild & Sons Limited is neither purchasing Notes nor offering Notes to investors in
connection with this offering.
ADDITIONAL INFORMATION FOR U.S. INVESTORS
This Offering Memorandum is being submitted on a confidential basis in the United States to a limited
number of "qualified institutional buyers" (QIBs) as defined in Rule 144A (Rule 144A) 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 authorised. 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.
v


Notes may be offered or sold within the United States only to QIBs in transactions exempt from
registration under the Securities Act in reliance on Rule 144A or any other applicable exemption from
the registration requirements. Prospective purchasers of Notes are hereby notified that the sellers of
any Notes may be relying on the exemption from the provisions of Section 5 of the Securities Act
provided by Rule 144A.
The Offering Memorandum may be distributed 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 being offered
hereby. Its use for any other purpose in the United States is not authorised.
The Notes have not been approved or disapproved by the U.S. Securities and Exchange Commission
(the SEC), any federal or state securities commission in the United States or any other U.S. regulatory
authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering
of the Notes or the accuracy or adequacy of this Offering Memorandum. Any representation to the
contrary is a criminal offence in the United States.
Each purchaser or holder of Notes represented by a Rule 144A Note, or any Note issued in registered
form in exchange or substitution therefor, will be deemed by its acceptance or purchase of any such
Note to have made certain representations and agreements intended to restrict the resale or other
transfer of such Notes as set out in "Plan of Distribution" and "Transfer Restrictions" in this Offering
Memorandum.
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 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 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
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.
U.S. TREASURY DEPARTMENT CIRCULAR 230
TO ENSURE COMPLIANCE WITH U.S. TREASURY DEPARTMENT CIRCULAR 230, INVESTORS
ARE HEREBY NOTIFIED THAT: (A) ANY DISCUSSION OF FEDERAL TAX ISSUES IN THIS
OFFERING MEMORANDUM IS NOT INTENDED OR WRITTEN TO BE RELIED UPON, AND
CANNOT BE RELIED UPON, BY INVESTORS FOR THE PURPOSE OF AVOIDING PENALTIES
THAT MAY BE IMPOSED ON INVESTORS UNDER THE U.S. INTERNAL REVENUE CODE OF
1986, AS AMENDED; (B) SUCH DISCUSSION IS INCLUDED HEREIN IN CONNECTION WITH THE
PROMOTION OR MARKETING (WITHIN THE MEANING OF U.S. TREASURY DEPARTMENT
CIRCULAR 230) OF THE TRANSACTIONS OR MATTERS ADDRESSED HEREIN; AND
(C) INVESTORS SHOULD SEEK ADVICE BASED ON THEIR PARTICULAR CIRCUMSTANCES
FROM AN INDEPENDENT TAX ADVISOR.
vi


NOTICE TO LUXEMBOURG INVESTORS
THE NOTES MAY NOT BE OFFERED OR SOLD TO THE PUBLIC IN THE GRAND DUCHY OF
LUXEMBOURG, DIRECTLY OR INDIRECTLY, AND, NEITHER THIS OFFERING MEMORANDUM
NOR ANY OTHER CIRCULAR, PROSPECTUS, FORM OF APPLICATION, ADVERTISEMENT,
COMMUNICATION OR OTHER MATERIAL MAY BE DISTRIBUTED, OR OTHERWISE MADE
AVAILABLE IN, OR FROM OR PUBLISHED IN, THE GRAND DUCHY OF LUXEMBOURG, EXCEPT
FOR THE SOLE PURPOSE OF THE ADMISSION TO TRADING OF THE NOTES ON THE
LUXEMBOURG STOCK EXCHANGE'S EURO MTF MARKET AND LISTING ON THE OFFICIAL
LIST OF THE LUXEMBOURG STOCK EXCHANGE AND EXCEPT IN CIRCUMSTANCES WHICH
DO NOT CONSTITUTE AN OFFER OF SECURITIES TO THE PUBLIC.
AVAILABLE INFORMATION
To permit compliance with Rule 144A in connection with any resales or other transfers of Notes that
are "restricted securities" as defined in Rule 144(a)(3) under the Securities Act, the Issuer has
undertaken in the Note Trust Deed to furnish, upon the request of a holder of such Notes or any
beneficial interest therein, to such holder or to a prospective purchaser designated by him, the
information required to be delivered under Rule 144A(d)(4) under the Securities Act if, at the time of
the request, the Issuer is neither subject to reporting under section 13 or 15(d) of the Securities and
Exchange Act of 1934, as amended (the Exchange Act), nor exempt from reporting pursuant to
Rule 12g3-2(b) thereunder.
For so long as the Notes are listed on the Euro MTF Market and the rules of the Luxembourg
exchange so require, copies of the Issuer's and the Guarantors' organisational documents, the
Intercreditor Agreement, the Note Trust Deed, the Security Agreement and the most recent
consolidated financial statements published by the Group may be inspected and obtained at the office
of the Luxembourg Paying Agent.
FORWARD LOOKING STATEMENTS
This Offering Memorandum contains various forward-looking statements regarding events and trends
that are subject to risks and uncertainties that could cause the actual results and financial position of
the Issuer and/or the Obligors to differ materially from the information presented herein. When used in
this Offering Memorandum, the words "estimate", "project", "intend", "anticipate", "believe", "expect",
"should" and similar expressions, as they relate to the Issuer, the Obligors and their management, are
intended to identify such forward-looking statements. Readers are cautioned not to place undue
reliance on these forward-looking statements, which speak only as of the date hereof. Save as
otherwise required by any rules or regulations, neither the Issuer nor the Guarantors undertake any
obligations publicly to release the result of any revisions to these forward-looking statements to reflect
events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.
The risks and uncertainties referred to above include:
· actions or decisions by governmental and regulatory bodies, or changes in the regulatory framework
in which the Group operates, which may impact the ability of the Group to carry on its businesses;
· changes or advances in technology, and availability of resources such as bandwidth spectrum,
necessary to use new or existing technology, or customer and consumer preferences regarding
technology;
· the performance of the markets in the UK, the EU and the wider region in which the Issuer, the
Guarantors and the other Group Companies operate;
vii


· the ability of the Issuer, the Guarantors and the other Group Companies to each realise the benefits
it expects from existing and future projects and investments it is undertaking or plans to or may
undertake;
· the ability of the Issuer, the Guarantors and the other Group Companies to develop, expand and
maintain its telecommunications infrastructure;
· the ability of the Issuer, the Guarantors and the other Group Companies to each obtain external
financing or maintain sufficient capital to fund its existing and future investments and projects;
· the Group's dependency on only a limited number of key customers for a large percentage of its
revenue; and
· expectations as to revenues under contract.
Any forward looking statements contained in this Offering Memorandum speak only as at the date of
this Offering Memorandum. Without prejudice to any requirements under applicable laws and
regulations, the Issuer and the Guarantors expressly disclaim any obligation or undertaking to
disseminate after the date of this Offering Memorandum any updates or revisions to any forward
looking statements contained herein to reflect any change in expectations thereof or any change in
events, conditions or circumstances on which any such forward looking statement is based.
PRESENTATION OF FINANCIAL AND OTHER INFORMATION
Presentation of Financial Information
The financial information presented and discussed in this Offering Memorandum has, unless otherwise
indicated, been extracted from the audited consolidated financial statements of the Group as at and for
the years ended 30 June 2012, 2011 and 2010, prepared in accordance with generally accepted
accounting practices in the United Kingdom (UK GAAP) and the unaudited interim condensed
consolidated financial statements of the Group as at 31 December 2012 and for the six months ended
31 December 2012 and 2011, prepared in accordance with best practice as extracted from the
guidance in International Accounting Standards (IAS) 34, "Interim Financial Reporting". These financial
statements, the notes thereto and the auditor's reports where applicable are included in this Offering
Memorandum starting at page F-1.
UK GAAP differs in significant respects from International Financial Reporting Standards (IFRS) and
generally accepted accounting principles in the United States (US GAAP). Investors should consult
their own professional advisers for an understanding of the differences between UK GAAP, IFRS and
US GAAP.
In particular, in contrast with IFRS, under UK GAAP, swaps are off-balance sheet liabilities. As a result,
in accordance with the Group's accounting policy on the basis of UK GAAP, the remaining fair value of
the Group's interest rate swaps (IRS) and inflation linked swaps (ILS) after accrued liabilities are not
recognised on the Group's balance sheet. See "Management's Discussion and Analysis of Financial
Condition and Results Of Operations--Off-Balance Sheet Arrangements".
The consolidated financial statements for the years ended 30 June 2012, 2011 and 2010 have been
extracted from the Group's signed statutory annual report and financial statements for 2012, 2011 and
2010, respectively, which have been audited by PricewaterhouseCoopers LLP, although page
references for the purposes of this Offering Memorandum have been modified solely for the
convenience of the reader.
Certain financial information for the year ended 30 June 2010 included in this Offering Memorandum
has been restated. In the financial statements for the year ended 30 June 2011, the prior period
comparatives for the interest receivable and similar income, and interest payable and similar charges,
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for the year ended 30 June 2010 in the profit and loss account were restated to present the total
interest payable to parent undertakings on a net basis. In addition the Creditors: amounts falling due
within one year, and Creditors: amounts falling due after more than one year, as at 30 June 2010 in the
balance sheet were restated to adjust the maturity profile of the amounts due to parent undertakings.
Unaudited information for the last twelve months ended 31 December 2012 is calculated by taking the
results of operations for the six months ended 31 December 2012 and adding it to the difference
between the results of operations for the full year ended 30 June 2012 and the six months ended
31 December 2011. The unaudited financial information for the last twelve months ended 31 December
2012 (i) is a non-UK GAAP measure, (ii) has been prepared solely for the purposes of this Offering
Memorandum, (iii) is not prepared in the ordinary course of the Group's financial reporting, (iv) is not
necessarily indicative of the results that may be expected for the year ending 30 June 2013, (v) should
not be used as the basis for or a prediction of an annualised calculation and (vi) has not been audited.
The financial information set forth in this Offering Memorandum has been subjected to rounding
adjustments for ease of presentation. Accordingly, in certain instances, the sum of the numbers in a
column or a row in tables may not conform exactly to the total figure given for that column or row.
Percentage figures included in this Offering Memorandum have not been calculated on the basis of
rounded figures but have been calculated on the basis of such amounts prior to rounding.
Prospective Noteholders should read the financial statements of the Group and the notes to the
financial statements included elsewhere in this Offering Memorandum, together with "Management's
Discussion and Analysis of Financial Condition and Results of Operations".
Non-UK GAAP Financial Measures
This Offering Memorandum contains certain non-UK GAAP measures and ratios, including EBITDA,
EBITDA margin, senior cashflow before maintenance capital expenditure, maintenance capital
expenditure, cashflow and senior cashflow which are not required by, nor presented in accordance with
UK GAAP, IFRS or US GAAP. The Group presents non-UK GAAP measures because the Group
believes that they and similar measures are widely used by certain investors, securities analysts and
other interested parties as supplemental measures of performance and liquidity. The non-UK GAAP
measures may not be comparable to similarly titled measures of other companies and have limitations
as analytical tools and should not be considered in isolation or as a substitute for analysis of the
Group's operating results as reported under UK GAAP. Non-UK GAAP measures such as EBITDA,
EBITDA margin, senior cashflow before maintenance capital expenditure, maintenance capital
expenditure, cashflow and senior cashflow are not measurements of the Group's performance or
liquidity under UK GAAP or any other generally accepted accounting principles. In particular, investors
should not consider EBITDA, EBITDA margin, senior cashflow before maintenance capital expenditure,
maintenance capital expenditure, cashflow and senior cashflow as an alternative to (a) operating profit
or profit for the period (as determined in accordance with UK GAAP) as a measure of the Group's
operating performance, (b) cash flows from operating, investing and financing activities as a measure
of the Group's ability to meet its cash needs or (c) any other measures of performance under generally
accepted accounting principles.
EBITDA, EBITDA margin, senior cashflow before maintenance capital expenditure, maintenance
capital expenditure, cashflow and senior cashflow have limitations as analytical tools, and investors
should not consider them in isolation, or as a substitute for an analysis of the Group's results as
reported under UK GAAP, including the following:
· EBITDA and EBITDA margin do not reflect and are not adjusted for:
· the Group's cash expenditures or future requirements for capital expenditures or contractual
commitments;
· changes in, or cash requirements for, the Group's working capital needs;
ix