Obligation Ineosys 4% ( XS1117296209 ) en EUR

Ineosys

100 % ▼

Suisse

XS1117296209 ( en EUR )

4% par an ( paiement semestriel )

30/04/2023 - Obligation échue

Prospectus brochure de l'obligation Ineos XS1117296209 en EUR 4%, échue

100 000 EUR

770 000 000 EUR

Ineos est une société mondiale de produits chimiques, pétrochimiques et matériaux spéciaux, opérant dans plus de 35 pays.

L'Obligation émise par Ineosys ( Suisse ) , en EUR, avec le code ISIN XS1117296209, paye un coupon de 4% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 30/04/2023

OFFERING MEMORANDUM
NOT FOR GENERAL CIRCULATION
IN THE UNITED STATES

INEOS Finance plc
770,000,000 4% Senior Secured Notes due 2023
Guaranteed on a senior secured basis by
INEOS Group Holdings S.A., INEOS Luxembourg I S.A., INEOS Holdings Limited
and certain of their subsidiaries

INEOS Finance plc (the "Issuer") is offering (the "Offering") 770,000,000 aggregate principal amount of its
4% Senior Secured Notes due 2023 (the "Notes"). Interest will accrue from May 5, 2015 and be payable semi-annually
on the Notes on May 1 and November 1 of each year, beginning November 1, 2015.
The Notes will mature on May 1, 2023. Some or all of the Notes may be redeemed prior to May 1, 2018 by
paying 100% of the principal amount of such notes plus a make-whole premium, and at any time on or after May 1, 2018
at the redemption prices set forth in this offering memorandum. In addition, at any time on or prior to May 1, 2018, we
may redeem up to 35% of the aggregate principal amount of the Notes with the net proceeds of certain equity offerings.
Upon the occurrence of certain events constituting a change of control, each holder of the Notes may require the
Issuer to repurchase all or a portion of its Notes. All of the Notes may also be redeemed at 100% of their principal
amount plus accrued interest if at any time the Issuer or any guarantor becomes obligated to pay withholding taxes as a
result of certain changes in law.
The Notes are the Issuer's senior secured obligations and (i) rank pari passu in right of payment with all of the
Issuer's existing and future indebtedness that is not subordinated to the Notes and (ii) be guaranteed (the "guarantees")
by INEOS Group Holdings S.A. (the "Parent"), INEOS Luxembourg I S.A. ("Lux 1"), INEOS Holdings Limited and
certain of their subsidiaries on a senior secured basis (together, the "Initial Guarantors"). No later than 30 days after the
issue date, certain additional subsidiaries of Lux 1 that also guarantee the Senior Secured Term Loans will be required to
guarantee the Notes (the "Additional Guarantors," and together with the Initial Guarantors, the "Guarantors"). Upon
issuance or within 30 days (or in the case of certain deposit account and security account control agreements and certain
real property collateral, 60 days and 90 days, respectively) after issuance, the Notes and the guarantees will be secured by
first ranking liens (subject to certain exceptions) on the same assets that secure the Senior Secured Term Loans as more
fully described in "Description of the Collateral and Guarantees," and elsewhere in this offering memorandum.
This offering memorandum includes information on the terms of the Notes, the guarantees and the security
interests as briefly described above, including redemption and repurchase prices, security, covenants and transfer
restrictions and thus, this offering memorandum should be read as a whole by any prospective purchaser in making a
determination as to whether to invest in the Notes. This offering memorandum may only be used for the purposes for
which it has been published.
Currently there is no public market for the Notes. Application has been made to list the Notes on the Official
List of the Luxembourg Stock Exchange and for trading on the Euro MTF market. This offering memorandum
constitutes a listing memorandum drafted in accordance with the internal rules and regulations of the Luxembourg Stock
Exchange as referred to in Part IV of the Luxembourg law dated July 10th, 2005 on Prospectus for Securities, as
amended.
Investing in the Notes involves risks that are described in the "Risk Factors" section beginning
on page 20 of this offering memorandum.

i

Issue price for the Notes: 100.0% plus accrued interest from the issue date, if any.
The Notes and the guarantees have not been, and will not be, registered under the U.S. Securities Act of
1933, as amended (the "Securities Act"), or the securities laws of any other jurisdiction. The Notes are being
offered and sold only to (i) qualified institutional buyers in accordance with Rule 144A under the Securities Act
and (ii) non-U.S. persons outside the United States in accordance with Regulation S under the Securities Act. For
further details about eligible offerees and resale restrictions, please see "Notice to Investors."
Delivery of the Notes was made to investors in book- entry form through Euroclear Bank SA/NV ("Euroclear")
and Clearstream Banking, société anonyme ("Clearstream"), on or about May 5, 2015. Interests in each global note will
be exchangeable for the relevant definitive notes only in certain limited circumstances. See "Book-Entry, Delivery and
Form."

Joint Global Coordinators
J.P. Morgan
Barclays

Joint Bookrunners
HSBC ING
The Royal Bank of Scotland
UBS Investment Bank

The date of this offering memorandum is May 19, 2015.
ii

You should rely only on the information contained in this offering memorandum. None of the Issuer, the
Guarantors, any other members of the Group or any of the initial purchasers (each, as defined herein) has authorized
anyone to provide you with different information. If anyone provides you with different or inconsistent information, you
should not rely on it. None of the Issuer, the Guarantors, any other members of the Group or any of the initial purchasers
is making an offer of the Notes in any jurisdiction where the Offering is not permitted. You should not assume that the
information contained in this offering memorandum is accurate at any date other than the date on the front of this
offering memorandum. Our business, financial condition, results of operations and prospects may have changed since
that date.
TABLE OF CONTENTS
PRESENTATION OF FINANCIAL AND NON-GAAP INFORMATION .................................................................. xi
CERTAIN DEFINITIONS ............................................................................................................................................ xiii
EXCHANGE RATE INFORMATION .........................................................................................................................xix
FORWARD-LOOKING STATEMENTS ...................................................................................................................... xx
TAX CONSIDERATIONS .......................................................................................................................................... xxii
TRADEMARKS AND TRADE NAMES ................................................................................................................... xxii
HISTORICAL AND CURRENT MARKET AND INDUSTRY DATA ................................................................... xxii
SUMMARY ....................................................................................................................................................................... 1
RISK FACTORS ............................................................................................................................................................. 20
THE REFINING DIVESTITURE .................................................................................................................................. 47
THE GRANGEMOUTH DIVESTITURE ..................................................................................................................... 48
THE LAVÉRA DIVESTITURE ..................................................................................................................................... 49
THE TRANSACTIONS .................................................................................................................................................. 50
USE OF PROCEEDS ...................................................................................................................................................... 51
CAPITALIZATION ........................................................................................................................................................ 52
SELECTED CONSOLIDATED FINANCIAL INFORMATION ................................................................................ 53
OPERATING AND FINANCIAL REVIEW AND PROSPECTS ................................................................................ 55
INDUSTRY AND MARKET OVERVIEW .................................................................................................................. 76
BUSINESS ...................................................................................................................................................................... 91
THE ISSUER ................................................................................................................................................................. 122
MANAGEMENT .......................................................................................................................................................... 123
PRINCIPAL SHAREHOLDERS ................................................................................................................................. 125
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS .......................................................... 126
DESCRIPTION OF OTHER INDEBTEDNESS ......................................................................................................... 128
DESCRIPTION OF THE NOTES ................................................................................................................................ 149
DESCRIPTION OF THE COLLATERAL AND THE GUARANTEES ................................................................... 233
LIMITATIONS ON VALIDITY AND ENFORCEABILITY OF THE GUARANTEES AND
THE SECURITY INTERESTS ............................................................................................................................. 241
BOOK-ENTRY; DELIVERY AND FORM ................................................................................................................ 278
CERTAIN TAX CONSIDERATIONS ........................................................................................................................ 282
NOTICE TO INVESTORS ........................................................................................................................................... 288
PLAN OF DISTRIBUTION ......................................................................................................................................... 292
LEGAL MATTERS ...................................................................................................................................................... 295
INDEPENDENT AUDITORS ...................................................................................................................................... 295
WHERE YOU CAN FIND MORE INFORMATION ................................................................................................. 296
SERVICE OF PROCESS AND ENFORCEMENT OF JUDGMENTS ..................................................................... 297
LISTING AND GENERAL INFORMATION ............................................................................................................ 306
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS .................................................................................. F-1
GLOSSARY OF SELECTED TERMS ....................................................................................................................... G-1

iii

IMPORTANT INFORMATION
We have prepared this offering memorandum solely for use in connection with the offer of the Notes to
qualified institutional buyers under Rule 144A under the Securities Act and to non-U.S. persons (within the meaning of
Regulation S under the Securities Act) outside the United States under Regulation S under the Securities Act. We have
not authorized its use for any other purpose. By accepting delivery of this offering memorandum, you agree to these
restrictions. Please see "Notice to Investors."
This offering memorandum is based on information provided by us and by other sources that we believe are
reliable. We cannot assure you that information included herein is accurate or complete. No representation or warranty,
express or implied, is made by the initial purchasers as to the accuracy or completeness of any information set forth in
this offering memorandum, and nothing contained in this offering memorandum is or shall be relied upon as a promise or
representation, whether as to the past or the future. This offering memorandum summarizes certain documents and other
information and we refer you to them for a more complete understanding of the discussions in this offering
memorandum. We will make copies of certain documents available to you upon request. In making an investment
decision, you must rely on your own examination of our company, the terms of the offering and the Notes, including the
merits and risks involved.
By purchasing the Notes, you will be deemed to have made the acknowledgments, representations, warranties
and agreements described under the caption "Notice to Investors" in this offering memorandum. You should understand
that you may be required to bear the financial risks of your investment for an indefinite period of time.
We are not making any representation to any purchaser of the Notes regarding the legality of an investment in
the Notes by such purchaser under any legal investment or similar laws or regulations. You should not consider any
information in this offering memorandum to be legal, business or tax advice. You should consult your own attorney,
business advisor and tax advisor for legal, business and tax advice regarding an investment in the Notes.
We reserve the right to withdraw the offering of the Notes at any time and we and the initial purchasers reserve
the right to reject any commitment to subscribe for the Notes in whole or in part and to allot to any prospective purchaser
less than the full amount of the Notes sought by such purchaser. The initial purchasers and certain related entities may
acquire for their own account a portion of the Notes. Please see "Plan of Distribution."
You must comply with all applicable laws and regulations in force in any applicable jurisdiction and you must
obtain any consent, approval or permission required by you for the purchase, offer or sale of the Notes under the laws and
regulations in force in the jurisdiction to which you are subject or in which you make such purchase, offer or sale, and
neither we nor the initial purchasers will have any responsibility therefor.
This offering memorandum is not an offer to sell, or a solicitation of an offer to buy, any Notes by any person in
any jurisdiction in which it is unlawful for such person to make such an offering or solicitation. No action has been, or
will be, taken to permit a public offering in any jurisdiction where action would be required for that purpose.
None of the U.S. Securities and Exchange Commission (the "SEC"), any state securities commission or any
other regulatory authority has approved or disapproved these securities nor have any of the foregoing authorities passed
upon or endorsed the merits of the Offering or the accuracy or adequacy of this offering memorandum. Any
representation to the contrary is a criminal offense.
We accept responsibility for the information contained in this offering memorandum. We have made all
reasonable inquiries and confirm to the best of our knowledge, information and belief that the information contained in
this offering memorandum with regard to us and our affiliates and the Notes is true and accurate in all material respects,
that the opinions and intentions expressed in this offering memorandum are honestly held and that we are not aware of
any other facts, the omission of which would make this offering memorandum or any statement contained herein
misleading in any material respect.
The information contained under the caption "Exchange Rate Information" includes extracts from information
and data publicly released by official and other sources. While we accept responsibility for accurately summarizing the
information concerning exchange rate information, we accept no further responsibility in respect 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 we accept responsibility
for accurately summarizing the information concerning Euroclear and Clearstream, we accept no further responsibility in
respect of such information.
iv

The 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. See "Notice to Investors."
v

STABILIZATION
IN CONNECTION WITH THE OFFERING, J.P. MORGAN SECURITIES PLC (THE "STABILIZING
MANAGER") (OR PERSONS ACTING ON BEHALF OF THE STABILIZING MANAGER) MAY OVER-ALLOT
NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE NOTES
AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, THERE IS NO
ASSURANCE THAT THE STABILIZING MANAGER (OR PERSONS ACTING ON BEHALF OF THE
STABILIZING MANAGER) WILL UNDERTAKE STABILIZATION ACTION. ANY STABILIZATION ACTION
MAY BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE FINAL
TERMS OF THE OFFER OF THE NOTES IS MADE AND, IF BEGUN, MAY BE ENDED AT ANY TIME, BUT
MUST END NO LATER THAN THE EARLIER OF 30 CALENDAR DAYS AFTER THE ISSUE DATE OF THE
NOTES AND 60 CALENDAR DAYS AFTER THE DATE OF THE ALLOTMENT OF THE 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 (THE "RSA"), 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 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
NEW HAMPSHIRE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR
RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS
UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER
OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.

NOTICE TO U.S. INVESTORS
Each purchaser of the Notes will be deemed to have made the representations, warranties and acknowledgments
that are described in this offering memorandum under the section titled "Notice to Investors."
The Notes and the guarantees have not been and will not be registered under the Securities Act or the securities
laws of any state of the United States and are subject to certain restrictions on transfer. Prospective purchasers are hereby
notified that the seller of any note may be relying on the exemption from the provisions of Section 5 of the Securities Act
provided by Rule 144A thereunder. For a description of certain further restrictions on resale or transfer of the Notes,
please see "Notice to Investors."
THE NOTES MAY NOT BE OFFERED TO THE PUBLIC WITHIN ANY JURISDICTION. BY
ACCEPTING DELIVERY OF THIS OFFERING MEMORANDUM, YOU AGREE NOT TO OFFER, SELL, RESELL,
TRANSFER OR DELIVER, DIRECTLY OR INDIRECTLY, ANY NOTES TO THE PUBLIC.

NOTICE TO GERMAN INVESTORS
The Offering is not a public offering in Germany. The Notes may only be offered, sold and acquired in
accordance with the provisions of the German Securities Prospectus Act (Wertpapierprospektgesetz) (the "Securities
Prospectus Act"), as amended, the Commission Regulation (EC) No. 809/2004 of April 29, 2004, as amended, and any
other applicable German law governing the issue, offering and sale of securities. No application will be made under
German law to permit a public offer of Notes in Germany. This Offering Memorandum has not been approved for
purposes of a public offer of the Notes under the Securities Prospectus Act or the Prospectus Directive (as defined above)
and accordingly the Notes may not be, and are not being, offered or advertised publicly or by public promotion in
Germany. Therefore, this Offering Memorandum is strictly for private use and the offer is only being made to recipients
to whom the document is personally addressed and does not constitute an offer or advertisement to the public. The Notes
will only be available to and this Offering Memorandum and any other offering material in relation to the Notes is
directed only at persons who are qualified investors (qualifizierte Anleger) within the meaning of Section 2 No. 6 of the
vi

Securities Prospectus Act. Any resale of the Notes in Germany may only be made in accordance with the Securities
Prospectus Act and other applicable laws. The Issuer has not filed, and does not intend to file, a securities prospectus
with the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) ("BaFin") or
obtain a notification to the BaFin from another competent authority of a member state of the European Economic Area,
with which a securities prospectus may have been filed and approved, pursuant to Section 17 (3) of the Securities
Prospectus Act.

NOTICE TO U.K. INVESTORS
The issue and distribution of this offering memorandum is restricted by law. This offering memorandum is not
being distributed by, nor has it been approved for the purposes of section 21 of the Financial Services and Markets Act
2000 by, a person authorized under the Financial Services and Markets Act 2000. This offering memorandum is for
distribution only to persons who (i) have professional experience in matters relating to investments (being investment
professionals 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 or caused to be communicated (all such persons together being referred to as
"relevant persons"). This offering memorandum is directed only at relevant persons and must not be acted on or relied on
by persons who are not relevant persons. Any investment or investment activity to which this offering memorandum
relates is available only to relevant persons and will be engaged in only with relevant persons. No part of this offering
memorandum 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 Notes are not being offered or sold to any person in the United
Kingdom, except in circumstances which will not result in an offer of securities to the public in the United Kingdom
within the meaning of Part VI of the Financial Services and Markets Act 2000.

NOTICE TO LUXEMBOURG RESIDENTS
This offering memorandum has not been approved by and will not be submitted for approval to the Luxembourg
regulator of the financial sector (Commission de Surveillance du Secteur Financier) for purposes of public offering or
sale of securities in the Grand Duchy of Luxembourg. Accordingly, the Notes may not be offered or sold to the public in
Luxembourg directly or indirectly, and neither this offering memorandum nor any other circular, prospectus, form of
application, advertisement or other material may be reproduced, distributed, or otherwise made available in or from, or
published in Luxembourg, except in circumstances which do not constitute a public offer of securities to the public,
subject to prospectus requirements, in accordance with the Luxembourg Act of July 10, 2005 on prospectuses for
securities, as amended, nor provided to any person other than the recipient thereof. The Notes are offered to a limited
number of sophisticated investors in all cases under circumstances designed to preclude a distribution, which would be
other than a private placement. All public solicitations are banned and the sale may not be publicly advertised.

NOTICE TO NORWEGIAN INVESTORS
This offering memorandum has not been and will not be registered with the Norwegian prospectus authority.
Accordingly, this offering memorandum may not be made available, nor may the Notes otherwise be marketed or offered
for sale, in Norway other than in circumstances that are exempted from the prospectus requirements under the Norwegian
Securities Trading Act (2007) chapter 7.

NOTICE TO DANISH INVESTORS
This offering memorandum has not been filed with or approved by any authority in the Kingdom of Denmark.
The Notes have not been offered or sold and may not be offered, sold or delivered directly or indirectly in the Kingdom
of Denmark, unless in compliance with the Danish Act on Trading in Securities (Consolidated Act No. 795 of August 20,
2009, as amended from time to time) and any Orders issued thereunder.
vii

NOTICE TO DUTCH INVESTORS
The Notes are not, will not and may not be, directly or indirectly, offered or acquired in the Netherlands, and
this offering memorandum may not be circulated in the Netherlands, as part of an initial distribution or any time
thereafter, other than to individuals or legal entities who or which qualify as qualified investors (gekwalificeerde
beleggers) within the meaning of article 1:1 of the Financial Supervision Act (Wet op het financieel toezicht), as amended
from time to time.

NOTICE TO SWEDISH INVESTORS
This offering memorandum has not been and will not be registered with the Swedish Financial Supervisory
Authority (Sw. Finansinspektionen). Accordingly, this offering memorandum may not be made available, nor may the
Notes otherwise be marketed and offered for sale, in Sweden other than in circumstances that are deemed not to be an
offer to the public under the Swedish Financial Instruments Trading Act (Sw. lag (1991:980) om handel med finansiella
instrument).

NOTICE TO SWISS INVESTORS
The Notes may not be publicly offered, sold or advertised, directly or indirectly, in or from Switzerland and will
not be listed on the SIX Swiss Exchange Ltd. or any other exchange or regulated trading facility in Switzerland. Neither
this offering memorandum nor any other offering or marketing material relating to the Notes constitutes a prospectus as
such term is understood pursuant to article 652a or article 1156 of the Swiss Federal Code of Obligations or a listing
prospectus within the meaning of the listing rules of the SIX Swiss Exchange Ltd., and neither this offering
memorandum nor any other offering or marketing material relating to the Notes may be publicly distributed or otherwise
made publicly available in Switzerland.
Neither this offering memorandum nor any other offering or marketing material relating to the Offering nor the
Issuer nor the Notes has been or will be filed with or approved by any Swiss regulatory authority. The Notes are not
subject to the supervision by any Swiss regulatory authority, e.g. the Swiss Financial Market Supervisory Authority
FINMA ("FINMA"), and investors in the Notes will not benefit from protection or supervision by such authority.

NOTICE TO ITALIAN INVESTORS
The Offering of Notes has not been registered pursuant to Italian securities legislation and, accordingly, no
Notes may be offered, sold or delivered, nor may copies of this offering memorandum or of any other document relating
to the Notes be distributed in the Republic of Italy, except: (i) to qualified investors (investitori qualificati), as defined
pursuant to Article 100 of Legislative Decree No. 58 of 24 February 1998, as amended (the "Italian Financial Services
Act") and Article 34-ter, first paragraph, letter b) of Regulation No. 11971 of 14 May 1999, as amended from time to
time ("Regulation No. 11971"); or (ii) in other circumstances which are exempted from the rules on public offerings
pursuant to Article 100 of the Italian Financial Services Act and Article 34-ter of Regulation No. 11971. Any offer, sale
or delivery of the Notes, or distribution of copies of this offering memorandum or any other document relating to the
Notes in the Republic of Italy under (i) or (ii) above must be: (a) made by an investment firm, bank or financial
intermediary permitted to conduct such activities in the Republic of Italy in accordance with the Italian Financial
Services Act, CONSOB Regulation No. 16190 of 23 October 2007 (as amended from time to time) and Legislative
Decree No. 385 of 1 September 1993, as amended (the "Banking Act"); and (b) in compliance with any other applicable
laws and regulations, or requirement imposed by CONSOB or any other Italian authority.

NOTICE TO SPANISH INVESTORS
The Offering has not been and will not be verified by or registered with the Spanish Securities Market
Commission ("Comisión Nacional del Mercado de Valores"). The Notes may not be offered or sold in the Kingdom of
Spain by means of a public offer as defined and construed by Article 30 bis of Law 24/1988 of 28 July, on the Spanish
viii

Securities Market (as amended by Law 37/1998, of 16 November and Royal Decree Law 5/2005, of 11 March, among
others), Article 38 of Royal Decree 1310/2005, of 4 November, on admission to listing and public offer of securities, and
any other regulations that may be in force from time to time, but the Notes may be offered or sold in Spain in
circumstances which do not qualify as a public offer or pursuant to an exception in compliance with the requirements of
such Law 24/1988 (as amended), Royal Decree 1310/2005, and any regulations related to it which may be in force from
time to time.

NOTICE TO FRENCH INVESTORS
This offering memorandum has not been prepared and is not being distributed in the context of an offer to the
public of financial securities in France within the meaning of Article L.411-1 of the French Code monétaire et financier
and Title 1 of Book II of the Règlement Général de l'Autorité des Marchés Financiers, and has not been approved by,
registered or filed with the Autorité des marchés financiers (the "AMF"). Therefore, the Notes may not be, directly or
indirectly, offered or sold to the public in France (offre au public de titres financiers) and this offering memorandum has
not been and will not be released, issued or distributed or cause to be released, issued or distributed to the public in
France or used in connection with any offer for subscription or sales of the Notes to the public in France. Offers, sales
and distributions have only been and shall only be made in France to: (i) providers of investment services relating to
portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de
portefeuille pour le compte de tiers), (ii) qualified investors (investisseurs qualifiés) acting solely for their own account
and/or (iii) a limited group of investors (cercle restreint d'investisseurs) acting solely for their own account, all as
defined in and in accordance with Articles L.411-2, D.411-1 to D.411-4, D.744-1, D.754-1 and D.764-1 of the French
Code monétaire et financier. Prospective investors are informed that (a) this offering memorandum has not been and will
not be submitted for clearance to the AMF, (b) in compliance with Articles L.411-2 and D.411-1 through D.411-4 of the
French Code monétaire et financier, any investors subscribing for the Notes should be acting for their own account and
(c) the direct and indirect distribution or sale to the public of the Notes acquired by them may only be made in
compliance with applicable laws and regulations, in particular those relating to an offer to the public (offre au public de
titres financiers) (which are embodied in Articles L.411-1, L.411-2, L.412- 1 and L.621-8 through L. 621-8-3 of the
French Code monétaire et financier).

NOTICE TO AUSTRIAN INVESTORS
This offering memorandum has not been or will not be approved and/or published pursuant to the Austrian
Capital Markets Act (Kapitalmarktgesetz), as amended. Neither this offering memorandum nor any other document
connected therewith constitutes a prospectus according to the Austrian Capital Markets Act and neither this offering
memorandum nor any other document connected therewith may be distributed, passed on or disclosed to any other
person in Austria. No steps may be taken that would constitute a public offering of the Notes in Austria and the Offering
of the Notes may not be advertised in Austria. Any offer of the Notes in Austria will only be made in compliance with
the provisions of the Austrian Capital Markets Act and all other laws and regulations in Austria applicable to the offer
and sale of the Notes in Austria.

NOTICE TO IRISH INVESTORS
The Notes are not being offered or sold to any person in Ireland, or underwritten or placed except in conformity
with the provisions of: (i) the European Communities (Markets in Financial Instruments) Regulations 2007 (Nos. 1 to 3),
including, without limitation, Regulations 7 and 152 thereof and any applicable codes of conduct used in connection
therewith and the provisions of the Investor Compensation Act 1998, (ii) the Central Bank Acts 1942 to 2014 and any
codes of conduct rules made under Section 117(1) of the Central Bank Act 1989, (iii) the Prospectus
(Directive 2003/71/EC) Regulations 2005 (as amended) (the "Irish Prospectus Regulations") and any rules issued
under Section 51 of the Investment Funds, Companies and Miscellaneous Provisions Act 2005, by the Central Bank of
Ireland and (iv) the Market Abuse (Directive 2003/6/EC) Regulations 2005 and any rules issued under Section 34 of the
Investment Funds, Companies and Miscellaneous Provisions Act 2005 by the Central Bank of Ireland. This offering
memorandum does not constitute a prospectus for the purposes of the Irish Prospectus Regulations and has not been
approved by the Central Bank of Ireland.

ix

NOTICE TO BELGIAN INVESTORS
No action has been taken or will be taken in Belgium to permit a public offer of the Notes in accordance with
the Belgian Act of 16 June 2006 on the public offer of securities and admission of securities to trading on a regulated
market (i.e. the Belgian Prospectus Act) and no Notes may be offered or sold to persons in Belgium unless either such
persons are qualified investors within the meaning of Article 10 of the Belgian Prospectus Act or one or more other
exemptions available under Article 3 of the Belgian Prospectus Act apply.
x