Obligation JLR Automotive PLC 3.875% ( XS1195503351 ) en GBP

JLR Automotive PLC

100 % ▼

Royaume-uni

XS1195503351 ( en GBP )

3.875% par an ( paiement semestriel )

28/02/2023 - Obligation échue

Prospectus brochure de l'obligation Jaguar Land Rover Automotive PLC XS1195503351 en GBP 3.875%, échue

Jaguar Land Rover Automotive PLC est un constructeur automobile britannique de véhicules de luxe, propriété de Tata Motors, produisant les marques Jaguar et Land Rover.

L'Obligation émise par JLR Automotive PLC ( Royaume-uni ) , en GBP, avec le code ISIN XS1195503351, paye un coupon de 3.875% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 28/02/2023

OFFERING MEMORANDUM
Jaguar Land Rover Automotive plc
£400,000,000 3.875% Senior Notes due 2023
Guaranteed on a senior unsecured basis by Jaguar Land Rover Limited
and Jaguar Land Rover Holdings Limited
The 3.875% Senior Notes due 2023 were issued in the aggregate principal amount of £400,000,000 (the
"Notes"). The Notes will bear interest at the rate of 3.875% per annum, payable semi-annually in arrears on 1
March and 1 September of each year, beginning on 1 September 2015. The Notes will mature on 1 March 2023.
Jaguar Land Rover Automotive plc (the "Issuer") may redeem the Notes, in whole or in part, at any time at a
price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to the redemption date, plus
the "make-whole" premium set forth in this offering memorandum. In addition, the Issuer may redeem all of the
Notes at a price equal to their principal amount plus accrued and unpaid interest, if any, upon the occurrence of
certain changes in applicable tax law. There is no sinking fund for the Notes. In the event of a Change of Control
(as defined herein), the Issuer must make an offer to purchase the Notes at a purchase price equal to 101% of the
principal amount thereof, plus accrued and unpaid interest to the date of purchase.
The Notes will be the Issuer's senior obligations and will rank equally 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 be
senior in right of payment to all existing and future indebtedness of the Issuer that is subordinated in right of
payment to the Notes. The Notes will be fully and unconditionally guaranteed on a senior unsecured basis by
Jaguar Land Rover Limited and Jaguar Land Rover Holdings Limited (the "Guarantors"). The guarantees of the
Notes by each of the Guarantors (the "Note Guarantees") will rank equally in right of payment with all of the
existing and future indebtedness of such Guarantor that is not subordinated in right of payment to the Note
Guarantees, and senior in right of payment to all existing and future indebtedness of such Guarantor that is
subordinated in right of payment to the Note Guarantees. The Notes and the Note Guarantees will also be
effectively subordinated to all of the Issuer's and each of the Guarantors' existing and future secured debt to the
extent of the value of the assets securing such debt and to all existing and future debt of all the Issuer's
subsidiaries that do not guarantee the Notes.
Currently, there is no public market for the Notes. Application has been made to admit the Notes to the
Official List of the Luxembourg Stock Exchange and to trading on the Luxembourg Stock Exchange's Euro MTF
market (the "Euro MTF Market"). The Euro MTF Market is not a regulated market pursuant to the provisions of
Directive 2004/39/EC. This Offering Memorandum constitutes a prospectus for the purposes of the Luxembourg
law dated 10 July 2005 on Prospectuses for Securities, as amended.
Investing in the Notes involves risks. Please see "Risk Factors" beginning on page 20.
The Notes and the Note Guarantees have not been registered under the US Securities Act of 1933, as
amended (the "US Securities Act"), or any state securities laws. Accordingly, the Notes and the Note Guarantees
are being offered and sold only to qualified institutional buyers ("QIBs") in accordance with Rule 144A under
the US Securities Act ("Rule 144A") and to persons outside the United States that are not, and are not acting for
the account or benefit of, "U.S. persons" (as defined in Regulation S under the US Securities Act
("Regulation S")) in offshore transactions in accordance with Regulation S. Prospective purchasers that are QIBs
are hereby notified that the seller of the Notes may be relying on the exemption from the registration
requirements under the US Securities Act provided by Rule 144A.
Issue Price: 100% plus accrued interest, if any, from 24 February 2015
The Notes were issued in the form of global notes in registered form. Please see "Book-entry; Delivery
and Form".
Joint Bookrunners
BNP PARIBAS
Deutsche Bank
Goldman Sachs
The Royal Bank of
International
Scotland
Cre´dit Agricole CIB
ING
Lloyds Bank
Socie´te´ Ge´ne´rale
6 March 2015

TABLE OF CONTENTS
Page
Important Information .................................................................................................................
ii
Defined Terms Used in This Offering Memorandum.........................................................................
vi
Presentation of Financial and Other Data ........................................................................................
ix
Industry and Market Data ............................................................................................................
xiii
Forward-Looking Statements .......................................................................................................
xiv
Exchange Rates .........................................................................................................................
xvi
Summary ..................................................................................................................................
1
Risk Factors ..............................................................................................................................
20
Use of Proceeds .........................................................................................................................
40
Capitalisation ............................................................................................................................
41
Selected Consolidated Financial and Other Data ..............................................................................
42
Operating and Financial Review and Prospects ................................................................................
44
Our Business .............................................................................................................................
69
Board Of Directors and Senior Management ...................................................................................
94
Major Shareholders and Related Party Transactions ..........................................................................
101
Description of Other Indebtedness .................................................................................................
102
Description of The Notes .............................................................................................................
111
Book-Entry; Delivery and Form ....................................................................................................
138
Taxation ...................................................................................................................................
142
Plan of Distribution ....................................................................................................................
147
Notice to Investors .....................................................................................................................
150
Legal Matters ............................................................................................................................
152
Independent Auditors ..................................................................................................................
153
Service of Process and Enforcement of Judgments............................................................................
153
Where You Can Find More Information .........................................................................................
155
Listing and General Information ...................................................................................................
156
Glossary of Selected Terms ..........................................................................................................
157
Index to the Consolidated Financial Statements ...............................................................................
F-1
i

IMPORTANT INFORMATION
You should rely only on the information contained in this offering memorandum (this "Offering
Memorandum"). None of the Issuer, the Guarantors or BNP Paribas, Deutsche Bank AG, London Branch,
Goldman Sachs International, The Royal Bank of Scotland plc, Cre´dit Agricole Corporate and Investment
Bank, ING Bank N.V., London Branch, Lloyds Bank plc or Socie´te´ Ge´ne´rale (collectively, the "initial
purchasers") has authorised anyone to provide you with any information or represent anything about the
Issuer, the Guarantors or the initial purchasers, the Issuer's financial results or this offering that is not
contained in this Offering Memorandum. If given or made, any such other information or representation
should not be relied upon as having been authorised by the Issuer, the Guarantors or the initial purchasers.
None of the Issuer, the Guarantors or the initial purchasers is making an offering of the Notes in any
jurisdiction where this offering is not permitted. You should not assume that the information contained in this
Offering Memorandum is accurate as at any date other than the date on the front of this Offering
Memorandum.
In making an investment decision, prospective investors must rely on their own examination of the
Issuer and the terms of this offering, including the merits and risks involved.
This Offering Memorandum has been prepared by the Issuer solely for use in connection with the
proposed offering of the Notes described in this Offering Memorandum and for application for listing particulars
to be approved by the Luxembourg Stock Exchange and for the Notes to be admitted to the Official List of the
Luxembourg Stock Exchange and admitted to trading on its Euro MTF Market. The Offering Memorandum may
only be used for the purpose for which it has been published. This Offering Memorandum does not constitute an
offer to any other person or to the public generally to subscribe for or otherwise acquire Notes.
In addition, none of the Issuer, the Guarantors or the initial purchasers or any of our or their respective
representatives is making any representation to you regarding the legality of an investment in the Notes, and you
should not construe anything in this Offering Memorandum as legal, business or tax advice. You should consult your
own advisers as to legal, tax, business, financial and related aspects of an investment in the Notes. You must comply
with all laws applicable in any jurisdiction in which you buy, offer or sell the Notes or possess or distribute this
Offering Memorandum, and you must obtain all applicable consents and approvals; none of the Issuer, the Guarantors
or the initial purchasers shall have any responsibility for any of the foregoing legal requirements.
The Issuer is an indirect, wholly owned subsidiary of Tata Motors Limited ("Tata Motors"). Tata
Motors does not assume any liability for or guarantee the Notes and investors in the Notes will not have any
recourse against Tata Motors in the event of default by Jaguar Land Rover Automotive plc or any of the
Guarantors of their respective obligations under the terms of the Notes and the Note Guarantees.
The initial purchasers make no representation or warranty, express or implied, as to the accuracy or
completeness of the information contained in this Offering Memorandum. Nothing contained in this Offering
Memorandum is, or shall be relied upon as, a promise or representation by the initial purchasers as to the past or future.
The Issuer accepts responsibility for the information contained in this Offering Memorandum. To the
best of the Issuer's 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. However,
the information set out under the headings "Exchange Rates", "Summary", "Operating and Financial Review and
Prospects" and "Our Business" includes extracts from information and data, including industry and market data
and estimates, released by publicly available sources in Europe and elsewhere. While we accept responsibility for
the accurate extraction and summarisation of such information and data, we have not independently verified the
accuracy of such information and data and we accept no further responsibility in respect thereof.
Unless the context indicates otherwise, when we refer to "we", "us", "our", "Jaguar Land Rover", "the Group"
and "our Group" for the purposes of this Offering Memorandum, we are referring to the Issuer and its subsidiaries.
The information set out in relation to sections of this Offering Memorandum describing clearing
arrangements, including the section entitled "Book-Entry; Delivery and Form", is subject to any change in or
reinterpretation of the rules, regulations and procedures of Euroclear Bank SA/NV ("Euroclear") or Clearstream
ii

Banking, société anonyme ("Clearstream Banking") currently in effect. While the Issuer accepts responsibility
for accurately summarising the information concerning Euroclear and Clearstream Banking, it accepts no 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 us or the initial purchasers.
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.
The Issuer reserves the right to withdraw this offering at any time. The Issuer is making this offering
subject to the terms described in this Offering Memorandum and the purchase agreement relating to the Notes
entered into between the Issuer and the initial purchasers (the "Purchase Agreement"). The Issuer and the initial
purchasers reserve the right to reject all or a part of any offer to purchase the Notes, for any reason. The Issuer
and the initial purchasers also reserve the right to sell less than all of the Notes offered by this Offering
Memorandum or to sell to any purchaser less than the amount of Notes it has offered to purchase.
None of the US Securities and Exchange Commission (the "SEC"), any state securities commission or any other
regulatory authority has approved or disapproved of the Notes, nor have any of the foregoing authorities passed upon or
endorsed the merits of this offering or the accuracy or adequacy of this Offering Memorandum. Any representation to the
contrary is a criminal offence in the United States and could be a criminal offence in other countries.
The Notes are subject to restrictions on transferability and resale and may not be transferred or resold,
except as permitted under the US Securities Act and the applicable state securities laws, pursuant to registration
or exemption therefrom. As a prospective investor, you should be aware that you may be required to bear the
financial risks of this investment for an indefinite period of time. Please refer to the sections in this Offering
Memorandum entitled "Plan of Distribution" and "Notice to Investors".
The distribution of this Offering Memorandum and the offering and sale of the Notes in certain
jurisdictions may be restricted by law. Please see "Notice to New Hampshire Residents", "Notice to US
Investors", "Notice to EEA Investors" and "Notice to UK Investors".
The Notes were issued in the form of two or more global notes. Please see "Book-Entry; Delivery and Form".
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN
APPLICATION FOR A LICENCE HAS BEEN FILED UNDER CHAPTER 421-B OF
THE NEW HAMPSHIRE REVISED STATUTES ANNOTATED, 1955, AS AMENDED
("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 THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE,
iii

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.
NOTICE TO US INVESTORS
Each purchaser of the Notes will be deemed to have made the representations, warranties and
acknowledgements that are described in this Offering Memorandum under "Notice to Investors".
The Notes offered hereby have not been and will not be registered under the US Securities Act or with any
securities regulatory authority of any state or other jurisdiction in the United States and may not be offered or sold
in the United States, except to "qualified institutional buyers", or QIBs, within the meaning of Rule 144A in reliance
on an exemption from the registration requirements of the US Securities Act provided by Rule 144A. Prospective
purchasers are hereby notified that the sellers of the Notes may be relying on the exemption from the registration
requirements of Section 5 of the US Securities Act provided by Rule 144A. The Notes may be offered and sold to
persons outside the United States that are not, and are not acting for the account or benefit of, "U.S. persons" (as
defined in Regulation S) in reliance on Rule 903 or Rule 904 of Regulation S. For a description of certain further
restrictions on resale or transfer of the Secured Notes, please see "Notice to Investors".
The Notes described in this Offering Memorandum have not been registered with, recommended by or approved
by the SEC, any state securities commission in the United States or any other securities commission or regulatory authority,
nor has the SEC, any state securities commission in the United States or any such securities commission or authority passed
upon the accuracy or adequacy of this Offering Memorandum. Any representation to the contrary is a criminal offence.
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 EEA INVESTORS
This Offering Memorandum has been prepared on the basis that all offers of the Notes to the public in
any Member State of the European Economic Area that has implemented 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 produce a prospectus for offers of
securities. Accordingly, any person making or intending to make any offer in a Relevant Member State of Notes,
which are the subject of the placement contemplated in this Offering Memorandum, may only do so in
circumstances in which no obligation arises for the Issuer or any of the initial purchasers to publish a prospectus
for such offer pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16
of the Prospectus Directive. Neither the Issuer nor any of the initial purchasers have authorised, nor do they
authorise the making of any offer of the Notes through any financial intermediary other than offers made by the
initial purchasers, which constitute the final placement of the Notes contemplated in this Offering Memorandum.
Neither the Issuer nor any of the initial purchasers have authorised, nor do they authorise, the making of an offer
of Notes in circumstances in which an obligation arises for the Issuer or any of the initial purchasers to publish or
supplement a prospectus for such offer.
For the purposes of this section, the expression an "offer of the Notes to the public" in relation to any Notes in
any Relevant Member State means the communication in any form and by any means of sufficient information on the
terms of the offer and any Notes to be offered to enable an investor to decide to purchase or subscribe for any Notes, as the
same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State
and the expression "Prospectus Directive" means Directive 2003/71/EC (as amended, including by Directive
2010/73/EU) and includes any relevant implementing measure in that Relevant Member State.
iv

NOTICE TO UK INVESTORS
This Offering Memorandum has not been approved by an authorised person in the United Kingdom and is for
distribution only to and directed only at persons who (i) have professional experience in matters relating to investments
falling within Article 19(1) 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 (the "FSMA") in connection with the issue or sale of any securities 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. Any person who is not a
relevant person should not act or rely on this Offering Memorandum or any of its contents.
No person may communicate or cause to be communicated any invitation or inducement to engage in
investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue
or sale of the Notes, other than in circumstances in which Section 21(1) of the FSMA does not apply to us.
NOTICE REGARDING SERVICE OF PROCESS AND ENFORCEMENT OF JUDGMENTS
ALL OR SUBSTANTIALLY ALL OF THE DIRECTORS AND EXECUTIVE OFFICERS OF THE
ISSUER ARE NON-RESIDENTS OF THE UNITED STATES. ALL OR A SUBSTANTIAL PORTION OF THE
ASSETS OF SUCH NON-RESIDENT PERSONS AND A SUBSTANTIAL PORTION OF THE ASSETS OF THE
ISSUER ARE LOCATED OUTSIDE THE UNITED STATES. AS A RESULT, IT MAY NOT BE POSSIBLE FOR
INVESTORS TO EFFECT SERVICE OF PROCESS WITHIN THE UNITED STATES UPON SUCH PERSONS
OR THE ISSUER, OR TO ENFORCE AGAINST THEM IN US COURTS JUDGMENTS OBTAINED IN SUCH
COURTS PREDICATED UPON THE CIVIL LIABILITY PROVISIONS OF THE FEDERAL SECURITIES LAWS
OF THE UNITED STATES. FURTHERMORE, THE ISSUER IS ADVISED THAT: (1) RECOGNITION AND
ENFORCEMENT IN ENGLAND AND WALES OF JUDGMENTS IN CIVIL AND COMMERCIAL MATTERS
FROM US FEDERAL OR STATE COURTS IS NOT AUTOMATIC BUT IS INSTEAD SUBJECT TO VARIOUS
CONDITIONS BEING MET; AND (2) IT IS QUESTIONABLE WHETHER THE COURTS OF ENGLAND AND
WALES WOULD ACCEPT JURISDICTION AND IMPOSE CIVIL LIABILITY IF THE ORIGINAL ACTION
WAS COMMENCED IN ENGLAND AND WALES, INSTEAD OF THE UNITED STATES, AND PREDICATED
SOLELY UPON US FEDERAL SECURITIES LAWS.
STABILISATION
In connection with the offering of the Notes, Deutsche Bank AG, London Branch (the "Stabilising
Manager") (or persons acting on behalf of the Stabilising 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 and may be no obligation on the Stabilising Manager that the Stabilising Manager
(or persons acting on behalf of the Stabilising Manager) will undertake stabilisation action. Any stabilisation
action may begin on or after the date on which adequate public disclosure of the terms of the offering of the
Notes is made and, if begun, may be ended at any time, but it must end no later than 30 days after the date on
which the Issuer received the proceeds of the issue, or no later than 60 days after the date of the allotment of the
Notes, whichever is the earlier. Any stabilisation action or over-allotment must be conducted by the Stabilising
Manager (or persons acting on their behalf) in accordance with all applicable laws and rules.
v

DEFINED TERMS USED IN THIS OFFERING MEMORANDUM
The following terms used in this Offering Memorandum have the meanings assigned to them below.
Notes
"2011 Notes"..................................... The existing $410,000,000 8.125% Senior Notes due 2021 issued
19 May 2011.
The Issuer's £500,000,000 8.125% notes due 2018 and $410,000,000
7.750% notes due 2018 issued on 19 May 2011 under the same
indenture as the 2011 Notes have been repurchased or redeemed and
are no longer outstanding.
"2012 Notes"..................................... The existing £500,000,000 8.250% Senior Notes due 2020 issued
27 March 2012.
"January 2013 Notes" ......................... The existing $500,000,000 5.625% Senior Notes due 2023 issued
28 January 2013.
"December 2013 Notes" ...................... The existing $700,000,000 4.125% Senior Notes due 2018 issued
17 December 2013.
"January 2014 Notes" ......................... The existing £400,000,000 5.000% Senior Notes due 2022 issued
31 January 2014.
"October 2014 Notes" ......................... The existing $500,000,000 4.250% Senior Notes due 2019 issued
31 October 2014.
Certain Other Terms
"Asia Pacific" .................................... The marketing region we define as including Australia, Brunei,
Indonesia, Japan, Korea, Malaysia, New Zealand, the Philippines,
Singapore, Sri Lanka and Thailand.
"Board" or "board of directors"............. The board of directors of the Issuer.
"British pounds", "GBP", "pounds
sterling", "sterling", or "£" ............... Pounds sterling, the currency of the United Kingdom of Great Britain
and Northern Ireland.
"Chinese yuan", "CNY" or "yuan" ........ Chinese yuan, the currency of the People's Republic of China.
"EUR", "euro" or "".......................... Euro, the currency of the member states of the European Union
participating in the European Monetary Union.
"EBITDA" ........................................ Profit for the period before income tax expense, finance expense (net
of capitalised interest), finance income, depreciation and
amortisation, foreign exchange gains/(losses) on financing and
unrealised derivatives, unrealised commodity gains/(losses) and share
of loss from joint ventures.
"Fiscal year" ..................................... Year beginning 1 April and ending 31 March of the following year.
"Fiscal 2010" .................................... Year beginning 1 April 2009 and ended 31 March 2010.
"Fiscal 2011" .................................... Year beginning 1 April 2010 and ended 31 March 2011.
"Fiscal 2012" .................................... Year beginning 1 April 2011 and ended 31 March 2012.
"Fiscal 2013" .................................... Year beginning 1 April 2012 and ended 31 March 2013.
vi

"Fiscal 2014" .................................... Year beginning 1 April 2013 and ended 31 March 2014.
"Fiscal 2015" .................................... Year beginning 1 April 2014 and ending 31 March 2015.
"Fiscal 2016" .................................... Year beginning 1 April 2015 and ending 31 March 2016.
"Ford".............................................. Ford Motor Company and its subsidiaries.
"Free cash flow" ................................ Net cash from operating activities less net cash used in investing
activities excluding investments in short-term deposits.
"IAS 34" .......................................... International Accounting Standard (IAS 34) Interim Financial
Reporting.
"IFRS" ............................................. International Financial Reporting Standards and interpretations issued
by the International Accounting Standards Board and adopted by the
European Union.
"IFRS--IASB" .................................. International Financial Reporting Standards and interpretations issued
by the International Accounting Standards Board.
"Indenture" ....................................... The indenture governing the Notes offered hereby.
"Issuer" ............................................ Jaguar Land Rover Automotive plc, a public limited company
incorporated under the laws of England and Wales.
"Jaguar Land Rover", "Jaguar Land
Rover Group", "Group", "we", "us"
and "our" ...................................... Jaguar Land Rover Automotive plc and its subsidiaries (including any
of their predecessors).
"LIBOR" .......................................... London Interbank Offered Rate.
"MTM" ............................................ Mark-to-market.
"National sales companies" or "NSCs" ... National sales companies for Jaguar Land Rover products, which are
all wholly owned indirect subsidiaries of the Issuer.
"Net cash" ........................................ Cash and cash equivalents and short-term deposits less total cash
borrowings (including secured and unsecured borrowings and
factoring facilities but excluding finance leases).
"Net Income" .................................... Profit after tax or profit for the period.
"Product and other investment" ............. Net cash used in investing activities excluding movement in other
restricted deposits, investment in short-term deposits and finance
income received, and including expensed R&D (not included in net
cash used in investing activities).
"Retail volumes" ................................ Aggregate number of finished vehicles sold by dealers (and in limited
numbers by us directly) to end users. Although retail volumes do not
directly impact our revenue, we consider retail volumes as the best
indicator of consumer demand for our vehicles and the strength of our
brands.
"Revolving Loan Facility" ................... The £1,485,000,000 unsecured syndicated revolving loan facility
entered into in December 2011, as amended.
"Russian rouble" ................................ Russian roubles, the currency of Russian Federation.
"SEC" .............................................. United States Securities and Exchange Commission.
"Tender Offer" .................................. The tender offer launched by the Issuer to purchase the £500,000,000
8.250% Senior Notes due 2020, as described under "Summary--
Recent Developments--Tender Offer".
vii

"US dollars", "USD", "US$" or "$" ....... US dollars, the currency of the United States of America.
"US GAAP" ...................................... Generally accepted accounting principles in the United States of
America.
"Wholesale volumes".......................... Aggregate number of finished vehicles sold to (i) dealers in the
United Kingdom or foreign markets in which we have established an
NSC and (ii) importers in all other markets. Generally, we recognise
revenue on the sale of finished vehicles and parts (net of discounts,
sales incentives, customer bonuses and rebates granted) when
products are delivered to dealers and, in connection with sales to
importers, when products are delivered to a carrier for export sales.
viii

PRESENTATION OF FINANCIAL AND OTHER DATA
Issuer
Jaguar Land Rover Automotive plc (formerly Jaguar Land Rover PLC), which is the holding company
of the Jaguar Land Rover business, was incorporated in England and Wales as a private limited company on
18 January 2008, and registered under the name TML Holdings Limited on 6 February 2008 and the name Jaguar
Land Rover Limited on 9 June 2008. On 6 April 2011, it was re-registered in England and Wales as a public
limited company. On 28 December 2012, its name was changed to Jaguar Land Rover Automotive plc. The
Issuer is a direct, wholly owned subsidiary of TML Holdings Pte Limited (Singapore) ("TMLH"), itself wholly
owned by Tata Motors, which is listed on the Bombay Stock Exchange, the National Stock Exchange of India
and the New York Stock Exchange. Tata Sons Limited ("Tata Sons"), together with its subsidiaries, owned
28.2% of the voting rights capital in Tata Motors as at 31 December 2014. In this Offering Memorandum, we
refer to, and present consolidated financial information for, the Issuer and its consolidated subsidiaries.
Financial Statements and Other Financial Information
This Offering Memorandum includes:
·
the audited consolidated financial statements of Jaguar Land Rover Automotive plc and its
subsidiaries as at and for the year ended 31 March 2014 (the "2014 Consolidated Financial
Statements");
·
the audited consolidated financial statements of Jaguar Land Rover Automotive plc and its
subsidiaries as at and for the year ended 31 March 2013 (the "2013 Consolidated Financial
Statements");
·
the audited consolidated financial statements of Jaguar Land Rover PLC (now Jaguar Land Rover
Automotive plc) and its subsidiaries as at and for the year ended 31 March 2012 (the "2012
Consolidated Financial Statements"); and
·
the unaudited condensed consolidated interim financial statements of Jaguar Land Rover
Automotive plc and its subsidiaries as at December 31, 2014 and for the three and nine months
ended 31 December 2014 and 2013 (the "2014 Condensed Consolidated Interim Financial
Statements" and, together with the 2014 Consolidated Financial Statements, the 2013 Consolidated
Financial Statements and the 2012 Consolidated Financial Statements, the "Consolidated Financial
Statements").
We have derived the consolidated financial data for the Fiscal years ended 31 March 2014, 2013 and
2012 and the interim consolidated financial data for the three and nine months ended 31 December 2014 and
2013 from the Consolidated Financial Statements included elsewhere in this Offering Memorandum.
The comparative financial information presented in this Offering Memorandum for Fiscal 2013 and
Fiscal 2012 relating to our consolidated income statement, consolidated statement of comprehensive income,
consolidated statement of changes in equity, consolidated cash flow statement and related notes (where relevant),
has been restated following the adoption of IAS 19 Employee Benefits (2011) in Fiscal 2014 and presented in the
2014 Consolidated Financial Statements included elsewhere in this Offering Memorandum. The adoption of this
revised standard had no impact on the consolidated balance sheet in any of the years presented. For further detail
on this restatement, please see note 2 to the 2014 Consolidated Financial Statements included elsewhere in this
Offering Memorandum. The 2013 Consolidated Financial Statements and 2012 Consolidated Financial
Statements included elsewhere in this Offering Memorandum present the financial information as it was reported
as at the respective date of such financial statements and not on a restated basis.
This Offering Memorandum also includes the unaudited condensed consolidated financial information
for the twelve months ended 31 December 2014 for Jaguar Land Rover Automotive plc and its subsidiaries,
which has been derived by aggregating without adjustments the relevant results of the year ended 31 March 2014
and the nine months ended 31 December 2014 and subtracting the nine months ended 31 December 2013 to
derive results for the twelve months ended 31 December 2014. The unaudited condensed consolidated financial
information for the twelve months ended 31 December 2014 has been prepared solely for the purpose of this
Offering Memorandum, is not prepared in the ordinary course of our financial reporting, and has not been audited
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