Obligation Alpha Rail Finance S.A 2.064% ( XS1208436219 ) en EUR

Société émettrice Alpha Rail Finance S.A
Prix sur le marché refresh price now   100 %  ▲ 
Pays  Luxembourg
Code ISIN  XS1208436219 ( en EUR )
Coupon 2.064% par an ( paiement semestriel )
Echéance 29/06/2030



Prospectus brochure de l'obligation Alpha Trains Finance S.A XS1208436219 en EUR 2.064%, échéance 29/06/2030


Montant Minimal 100 000 EUR
Montant de l'émission 350 000 000 EUR
Prochain Coupon 30/12/2025 ( Dans 149 jours )
Description détaillée Alpha Trains Finance S.A. est une société de financement spécialisée dans le leasing de matériel roulant ferroviaire, opérant principalement en Europe.

L'Obligation émise par Alpha Rail Finance S.A ( Luxembourg ) , en EUR, avec le code ISIN XS1208436219, paye un coupon de 2.064% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 29/06/2030









ALPHA TRAINS FINANCE S.A.

(a public limited liability company (société anonyme) incorporated under the laws of the Grand Duchy of Luxembourg, having its
registered office at 22, rue Alfred de Musset, L-2175 Luxembourg, registered with the Luxembourg register of trade and companies
under number B194034)
5,000,000,000
Multicurrency Programme for the Issuance of Bonds
unconditionally and irrevocably guaranteed
(subject to the occurrence of the Initial Issue Date) by
ALPHA TRAINS HOLDCO II S.À R.L.
(a private limited liability company (société à responsabilité limitéé) incorporated under the laws of the Grand Duchy of
Luxembourg, having its registered office at 22, rue Alfred de Musset, L-2175 Luxembourg, registered with the Luxembourg register
of trade and companies under number B137594 and having a share capital of 100,000)
ALPHA TRAINS GROUP S.À R.L.
(a private limited liability company (société à responsabilité limitéé) incorporated under the laws of the Grand Duchy of
Luxembourg, having its registered office at 22, rue Alfred de Musset, L-2175 Luxembourg, registered with the Luxembourg register
of trade and companies under number B137614 and having a share capital of 100,000)
ALPHA TRAINS IBERIA, S.A.U.
(incorporated with limited liability in Iberia having its registered office at López de Hoyos 35, 1º, 28002 Madrid, Spain with
registered number M-451126)
ALPHA TRAINS LUXEMBOURG S.À R.L.
(a private limited liability company (société à responsabilité limitéé) incorporated under the laws of the Grand Duchy of
Luxembourg, having its registered office at 22, rue Alfred de Musset, L-2175 Luxembourg, registered with the Luxembourg register
of trade and companies under number B140872 and having a share capital of 100,000)
ALPHA TRAINS EUROPA GMBH
(incorporated with limited liability in Germany having its registered office at Neusser Strasse 93, D-50670 Köln, Germany with
registered number HRB 51575)
ALPHA TRAINS (LOCOMOTIVES) LIMITED
(incorporated with limited liability in the United Kingdom having its registered office at 35 Great St Helen's, London EC3A 6AP
with registered number 04020271)
ALPHA TRAINS (LOCOMOTIVES) GMBH
(incorporated with limited liability in Germany having its registered office at Neusser Strasse 93, D-50670 Köln, Germany with
registered number HRB 51341)
ALPHA TRAINS POLSKA SP. Z O.O.
(incorporated with limited liability in Poland having its registered office at Al. Jerozolimskie 56C, 00-803 Warsaw, Poland with
registered number KRS 265250)
ALPHA TRAINS BELGIUM NV
(incorporated with limited liability in Belgium having its registered office at Jan Van Gentstraat 7, b 201, B-2000, Antwerpen,
Belgium with registered number BE 0477.136.268)
ALPHA TRAINS ITALIA S.R.L.
(incorporated with limited liability in Italy having its registered office at Via Birmania no.81, 00144 Roma, Italy with registered
number RM 1165285)
ALPHA TRAINS (UK) LIMITED
(incorporated with limited liability in the United Kingdom having its registered office at 35 Great St Helen's, London EC3A 6AP,
United Kingdom with registered number 04067217)
LOCOMOTION CAPITAL (UK) LIMITED
(incorporated with limited liability in the United Kingdom having its registered office at 35 Great St Helen's, London EC3A 6AP,
United Kingdom with registered number 04020256)



0089326-0000006 ICM:21413974.1







ALPHA TRAINS LUXEMBOURG NO. 2 S.À R.L.
(a private limited liability company (société à responsabilité limitéé) incorporated under the laws of the Grand Duchy of
Luxembourg, having its registered office at 22, rue Alfred de Musset, L-2175 Luxembourg, registered with the Luxembourg register
of trade and companies under number B181031 and having a share capital of 12,500)
ALPHA TRAINS ENR S.À R.L.
(a private limited liability company (société à responsabilité limitéé) incorporated under the laws of the Grand Duchy of
Luxembourg, having its registered office at 22, rue Alfred de Musset, L-2175 Luxembourg, registered with the Luxembourg register
of trade and companies under number B187067 and having a share capital of 12,500)
Alpha Trains Finance S.A. (the Issuer) has authorised the establishment of a multicurrency programme for the issuance of a single
class of Bonds designated as the Bonds (the Programme). There is no provision under the Programme for the issuance of other
classes of Bonds.
Each of Alpha Trains Holdco II S.à r.l. (the Parent), Alpha Trains Group S.à r.l. (AT Group ), Alpha Trains Iberia, S.A.U. (AT
Iberia), Alpha Trains Luxembourg S.à r.l. (AT Lux ), Alpha Trains Europa GmbH (AT Europa), Alpha Trains (Locomotives)
Limited (AT (Loco) UK), Alpha Trains (Locomotives) GmbH (AT (Loco) ), Alpha Trains Polska sp. z o.o. (AT Polska), Alpha
Trains Belgium NV (AT Belgium), Alpha Trains Italia S.R.L. (AT Italia), Alpha Trains (UK) Limited (AT UK), Locomotion
Capital (UK) Limited (Loco Capital UK), Alpha Trains Luxembourg No. 2 S.à r.l. (AT Lux No. 2 ) and Alpha Trains ENR S.à r.l.
(AT ENR) (together, the Guarantors) has guaranteed the payments of all amounts due in respect of the Bonds pursuant to
guarantees which are secured over the property of each of the Guarantors.
Application has been made to the Commission de Surveillance du Secteur Financier (the CSSF) in its capacity as the competent
authority under the Prospectus Act 2005 dated 10 July 2005 on prospectuses for securities, as amended (the Prospectus Act 2005) to
approve this document as a prospectus. The CSSF assumes no responsibility for the financial soundness of the transactions
contemplated by this Prospectus or the quality or solvency of the Issuer in accordance with Article 7(7) of the Prospectus Act 2005.
Application has also been made to the Luxembourg Stock Exchange for the listing of the Bonds on the Official List of the
Luxembourg Stock Exchange and admission to trading on the Luxembourg Stock Exchange's regulated market.
References in this Prospectus to Bonds being listed (and all related references) shall mean that such Bonds have been admitted to
trading on the Luxembourg Stock Exchange's regulated market and have been admitted to the Official List of the Luxembourg Stock
Exchange. The Luxembourg Stock Exchange's regulated market is a regulated market for the purposes of Directive 2004/39/EC (the
Markets in Financial Instruments Directive). This Prospectus comprises a base prospectus for the purposes of EU Directive
2003/71/EC, as amended (which includes the amendments made by Directive 2010/73/EU to the extent that such amendments have
been implemented in the Relevant Member State) (the Prospectus Directive).
The Issuer may also issue unlisted Bonds and/or Bonds not admitted to trading on any regulated or unregulated market
(Exempt Bonds). Exempt Bonds do not form part of this Prospectus and will not be issued pursuant to this Prospectus and
the CSSF has neither approved nor reviewed information contained in this Prospectus in connection with the Exempt Bonds.
All Bonds will have the benefit of the Guarantee and share equally in the Security granted by the Obligors in respect of the
Charged Property.
The Bonds may be issued, on a continuing basis, to one or more of the Dealers specified under "Overview of the Programme" and
any additional Dealer appointed under the Programme from time to time by the Issuer (each a Dealer and together the Dealers),
which appointment may be for a specific issue or on an ongoing basis. References in this Prospectus to the "relevant Dealer" shall, in
the case of an issue of Bonds being (or intended to be) subscribed by more than one Dealer or in respect of which subscriptions will
be procured by more than one Dealer, be to all Dealers agreeing to subscribe for such Bonds or to procure subscriptions for such
Bonds, as the case may be.
The Bonds have not been and will not be registered under the United States Securities Act of 1933 (the
Securities Act) or with any securities regulatory authority of any state or other jurisdiction of the
United States and may not be offered, sold or delivered within the United States or to U.S. persons
except pursuant to an exemption from, or in a transaction not subject to, the registration requirements
of the Securities Act and applicable state securities laws. Accordingly, the Bonds are being offered,
sold or delivered (a) in the United States only to qualified institutional buyers (QIBs) (as defined in


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Rule 144A (Rule 144A) under the Securities Act) in reliance on, and in compliance with, Rule 144A,
and (b) to Persons (other than U.S. Persons) (each as defined in Regulation S) outside the United
States in reliance on Regulation S (Regulation S) under the Securities Act. Each purchaser of the
Bonds will be deemed to have made the representations described in "Subscription and Sale" and is
hereby notified that the offer and sale of Bonds to it is being made in reliance on the exemption from
the registration requirements of the Securities Act provided by Rule 144A. In addition, until 40 days
after the commencement of the offering, an offer or sale of any of the Bonds within the United States
by any dealer (whether or not participating in the offering) may violate the registration requirements
of the Securities Act if the offer or sale is made otherwise than in accordance with Rule 144A.
See "Risk Factors" below to read about certain factors that prospective investors should consider before buying any of the
Bonds.

ARRANGERS
CRÉDIT AGRICOLE CORPORATE AND
UBS INVESTMENT BANK
INVESTMENT BANK
DEALERS
CRÉDIT AGRICOLE CORPORATE AND
UBS INVESTMENT BANK
INVESTMENT BANK


Base Prospectus dated 6 March 2015



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Under the Programme, the Issuer may, subject to all applicable legal and regulatory requirements, from time to time issue Bonds in
bearer or registered form (respectively Bearer Bonds and Registered Bonds). Copies of the final terms for each Tranche of Bonds
to be admitted to the Official List of the Luxembourg Stock Exchange (the Final Terms) or the pricing supplement (in the case of
Exempt Bonds) (the Pricing Supplement) will be available (in the case of all Bonds) from the specified office set out below of BNP
Paribas Trust Corporation UK Limited as bond trustee (the Bond Trustee), (in the case of Bearer Bonds) from the specified office
set out below of each of the Paying Agents and (in the case of Registered Bonds) from the specified office set out below of each of
the Registrar and the Transfer Agent. Copies of the Prospectus, any supplement to the Prospectus and each Final Terms in relation to
the Bonds to be listed on the Luxembourg Stock Exchange will also be published on the website of the Luxembourg Stock Exchange
(www.bourse.lu).
Bonds issued under the Programme shall comprise a single class (the Bonds). Bonds will be issued in series on each Issue Date
(each a Series). The Bonds may comprise one or more tranches (each a Tranche), with each Tranche pertaining to, among other
things, the currency, interest rate and maturity date of the relevant Tranche. Each Tranche may be zero-coupon, fixed rate, floating
rate, index-linked or instalment Bonds and may be denominated in Sterling, Euro or U.S. dollars (or in other currencies subject to
compliance with applicable laws).
The maximum aggregate nominal amount of all Bonds from time to time outstanding under the Programme will not exceed
5,000,000,000 (or its equivalent in other currencies calculated as described in this Prospectus) unless increased from time to time by
the Issuer.
Details of the aggregate principal amount, interest (if any) payable, the issue price and any other conditions not contained in this
Prospectus which are applicable to each Tranche of each Series of Bonds will be set forth in a set of Final Terms, Pricing Supplement
or in a separate prospectus specific to such Tranche (a Drawdown Prospectus). See "Final Terms, Pricing Supplements and
Drawdown Prospectuses" below.
In the case of a Tranche of Bonds which is the subject of a Drawdown Prospectus, each reference in this Prospectus to information
being specified or identified in the relevant Final Terms or Pricing Supplement, as the case may be, shall be read and construed as a
reference to such information being specified or identified in the relevant Drawdown Prospectus, unless the context requires
otherwise. In the case of Bonds to be admitted to the Official List of the Luxembourg Stock Exchange, the Final Terms will be
delivered to the CSSF on or before the relevant date of issue of the Bonds of such Tranche.
Ratings ascribed to all of the Bonds reflect only the views of Moody's Investor Services Ltd (Moody's) and Fitch Ratings Ltd (Fitch)
and, together with Moody's and any further or replacement rating agency appointed by the Issuer, the Rating Agencies). A credit
rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by
any one or all of the Rating Agencies. A suspension, reduction or withdrawal of the rating assigned to any of the Bonds may
adversely affect the market price of such Bonds.
Each of Moody's and Fitch is established in the European Union and is registered under Regulation (EC) No. 1060/2009 as amended
(the CRA Regulation).
If any withholding or deduction for or on account of tax is applicable to the Bonds, payments on the Bonds will be made subject to
such withholding or deduction, without the Issuer being obliged to pay any additional amounts in consequence.
In the case of Bonds which are to be admitted to trading on a regulated market within the European Economic Area or offered to the
public in a member state of the European Economic Area in circumstances which require the publication of a prospectus under the
Prospectus Directive, the minimum specified denomination shall be 100,000 or not less than the equivalent of 100,000 in any other
currency as at the date of issue of such Bonds.
If issued under the relevant Final Terms or Pricing Supplement, as the case may be, Bonds that are Bearer Bonds may be represented
initially by one or more temporary global Bonds (each a Temporary Global Bond) (which may be held either in new global Bond
form or classic global Bond form), without interest coupons or principal receipts, which will be deposited with a common depositary
(in the case of Temporary Global Bonds in classic global Bond form) or a common safekeeper (in the case of Temporary Global
Bonds in new global Bond form) for Euroclear Bank SA/NV (Euroclear) and Clearstream Banking, société anonyme (Clearstream,
Luxembourg) on or about the Issue Date of such Tranche. Each such Temporary Global Bond will be exchangeable for a permanent
global Bond (each a Permanent Global Bond) or definitive Bonds in bearer form as specified in the relevant Final Terms or Pricing
Supplement following the expiration of 40 days after the later of the commencement of the offering and the relevant Issue Date, upon
certification as to non-U.S. beneficial ownership and as may be required by U.S. tax laws and regulations, as described in the section
"Forms of the Bonds". Bearer Bonds are subject to U.S. tax law requirements. Subject to certain exceptions, the Bearer Bonds may
not be offered, sold or delivered within the United States or to United States persons.
If issued under the relevant Final Terms or Pricing Supplement, as the case may be, Bonds that are Registered Bonds will be
represented on issue by two global certificates in registered form (the Global Bonds), one of which will be issued in respect of the
Bonds offered and sold in reliance on Rule 144A (the Rule 144A Global Bond) and the other of which will be issued in respect of
the Bonds offered and sold in reliance on Regulation S (the Regulation S Global Bond), both of which will be registered and will be
registered in the name of Cede & Co., as nominee for the Depository Trust Company (DTC) or the name of a nominee of a common
depositary for Euroclear, as operator of the Euroclear System, and Clearstream, Luxembourg. It is expected that delivery of the
Global Bonds will be made prior to the first date on which Bonds are issued under this Programme (the Initial Issue Date). Bonds in
definitive, certificated and fully registered form will be issued only in the limited circumstances described in this Prospectus. In each
case, purchasers and transferees of Bonds will be deemed to have made certain representations and agreements. See "Subscription
and Sale" below.


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IMPORTANT NOTICES
This Prospectus is being distributed only to, and is directed only at, persons who (i) are outside the UK, or
(ii) are persons who 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 (the Order), or (iii)
are high net worth entities, and other persons to whom it may lawfully be communicated, falling within
Article 49(1) of the Order (all such persons together being referred to as relevant persons). Neither this
Prospectus, nor any of its contents, may be acted upon or relied upon by persons who are not relevant
persons. Any investment or investment activity to which this Prospectus 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 Prospectus nor the offering, sale or delivery of any Bond shall in any
circumstances imply that the information contained in this Prospectus concerning the Issuer or the other
Obligors at any time subsequent to the date hereof or that any other information supplied in connection with
the Programme is correct or that there has been no adverse change in the financial position of the Issuer or
the other Obligors as of any time subsequent to the date indicated in the document containing such
information. None of the Dealers, the Arrangers, the Bond Trustee, the Security Trustee or any of the Hedge
Counterparties, the Original Initial ACF Lenders, the Original Initial ACF Lenders, Capex Facility
Providers, each Facility Agent under each Authorised Credit Facility, the Agents, the Initial Liquidity
Facility Providers, the Initial Liquidity Facility Agent, Registrar, Exchange Agent Transfer Agent, Principal
Paying Agent, Agent Bank or the Account Bank undertakes to review the financial condition or affairs of
any of the Issuer and the other Obligors during the life of the Programme or the life of the arrangements
contemplated by this Prospectus or to advise any investor or potential investor in the Bonds of any
information coming to its attention.
This Prospectus 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 Security Group, the Dealers, the
Arrangers, the Bond Trustee or the Security Trustee that any recipient of this Prospectus should purchase any
of the Bonds issued under the Programme.
The distribution of this Prospectus and the offering, sale or delivery of the Bonds in certain jurisdictions may
be restricted by law. Persons into whose possession this Prospectus comes are required by the Issuer, the
Arrangers and the Dealers to inform themselves about and to observe any such restrictions. This Prospectus
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 Bonds in any jurisdiction or in any circumstances in which such an offer or
solicitation is not authorised or is unlawful. No representation is made by the Issuer or by any other party
that this Prospectus may be lawfully distributed, or that the Bonds may be lawfully offered, in compliance
with any applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption
available thereunder, and none of them assumes any responsibility for facilitating any such distribution or
offering.
Certain Tranches of Bonds issued in NGB form or under the NSS (each as defined in "Forms of the Bonds"
below) may be held in a manner which will allow Eurosystem eligibility. This simply means that the Bonds
are intended upon issue to be delivered to one of Euroclear or Clearstream, Luxembourg as common
safekeeper and does not necessarily mean that the Bonds will be recognised as eligible collateral for
Eurosystem monetary policy and intraday credit operations by the Eurosystem either upon issue or at any or
all times during their life. Such recognition will depend upon satisfaction of the Eurosystem eligibility
criteria.
The Bonds and the other financing arrangements described in this Prospectus to be entered into by the Issuer
will be obligations solely of the Issuer.


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In connection with the issue of any Tranche of Bonds, one or more relevant Dealers (the Stabilising
Manager) (or person(s) acting on behalf of the Stabilising Manager(s)) may over-allot Bonds or effect
transactions with a view to supporting the market price of the Bonds at a level higher than that which might
otherwise prevail. However, there is no assurance that the Stabilising Manager(s) (or person(s) 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 offer of the relevant Tranche of
Bonds 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 issue date of the relevant Tranche of Bonds and 60 days after the date of the allotment of the
relevant Tranche of Bonds. Any stabilisation action or over-allotment must be conducted by the relevant
Stabilising Manager(s) (or person(s) acting on behalf of the Stabilising Manager(s)) in accordance with all
applicable laws and rules.
If you are in any doubt about the contents of this Prospectus you should consult your stockbroker, bank
manager, solicitor, accountant or other financial adviser. It should be remembered that the price of securities
and the income from them can go down as well as up.
Any individual intending to invest in any investment described in this Prospectus should consult his or
her professional adviser and ensure that he or she fully understands all the risks associated with
making such an investment and has sufficient financial resources to sustain any loss that may arise
from it.
Each potential investor in the Bonds 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 Bonds, the merits
and risks of investing in the Bonds and the information contained in this Prospectus or any
applicable Final Terms or Pricing Supplement, as the case may be;

have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the Bonds and the impact the Bonds will have on its
overall investment portfolio;

have sufficient financial resources and liquidity to bear all of the risks of an investment in the Bonds,
including Bonds 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 Bonds and be familiar with the behaviour of any relevant
indices and financial markets;

understand the nature of the Bonds and the impact of any regulations which may affect its
investment in the Bonds; and

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 investment activities of 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 Bonds are legal investments for it. Bonds can be used as security for
indebtedness and other restrictions apply to the purchase or pledge of any Bonds. Financial institutions
should consult their legal advisers or the appropriate regulators to determine the appropriate treatment of
Bonds under any applicable risk-based capital or similar rules.


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All references in this Prospectus to , euro or EUR are to the single currency introduced at the start of the
third stage of European Economic and Monetary Union pursuant to the Treaty establishing the European
Community, as amended, from time to time, pounds, Sterling, £ or GBP are to the lawful currency of the
UK, all references to $, U.S.$, U.S. dollars and dollars and USD are to the lawful currency of the United
States of America.
Forward-Looking Statements
This Prospectus contains various forward-looking statements regarding events and trends that speak only as
of the date hereof and are subject to risks and uncertainties that could cause the actual results and financial
position of the Issuer to differ materially from the information presented in this Prospectus. When used in
this Prospectus, the words estimate, project, intend, anticipate, believe, expect, should and similar
expressions, as they relate to the Issuer and its management and the other Obligors and their management,
are intended to identify such forward-looking statements. The Issuer and the other Obligors do not
undertake any obligation publicly to release the result of any revisions to these forward-looking statements to
reflect the events or circumstances after the date hereof or to reflect the occurrence of unanticipated events
unless, as a result of such event or circumstance, the Issuer is required under applicable law to publish a
prospectus supplement after the date hereof. None of the Issuer, the Obligors, the Bond Trustee, the Security
Trustee or any of the Hedge Counterparties, the Original Initial ACF Lenders, the Original Initial ACF
Lenders, Capex Facility Providers, each Facility Agent under each Authorised Credit Facility, the Agents,
the Initial Liquidity Facility Providers, the Initial Liquidity Facility Agent, Registrar, Exchange Agent
Transfer Agent, Principal Paying Agent, Agent Bank, the Account Bank, the Arrangers or the Dealers has
attempted to verify any such statements, nor does it make any representations, express or implied, with
respect thereto. Prospective investors should therefore not place undue reliance on any of these forward-
looking statements. None of the Issuer, the Obligors, the Bond Trustee, the Security Trustee or any of the
Hedge Counterparties, the Original Initial ACF Lenders, the Original Initial ACF Lenders, Capex Facility
Providers, each Facility Agent under each Authorised Credit Facility, the Agents, the Initial Liquidity
Facility Providers, the Initial Liquidity Facility Agent, Registrar, Exchange Agent Transfer Agent, Principal
Paying Agent, Agent Bank, the Account Bank, the Arrangers or the Dealers assumes any obligation to
update these forward-looking statements or to update the reasons for which actual results could differ
materially from those anticipated in the forward-looking statements.
Responsibility Statements
This Prospectus comprises a base prospectus for the purposes of Article 5.4 of the Prospectus Directive and
for the purpose of giving information with regard to the Issuer and the other Obligors which, according to the
particular nature of the Issuer, the Obligors and the Bonds, is necessary to enable investors to make an
informed assessment of the assets and liabilities, financial position, profits and losses and prospects of the
Issuer.
The Issuer accepts responsibility for the information contained in this Prospectus and in any Final Terms or
Pricing Supplement which complete this Prospectus for each Tranche of Bonds issued hereunder. To the
best of the knowledge and belief of the Issuer (having taken all reasonable care to ensure that such is the
case), the information contained in this Prospectus is in accordance with the facts and does not omit anything
likely to affect the import of such information.
Each Guarantor accepts responsibility for the information set out in this Prospectus in relation to it and to its
Guarantee (the Guarantor Information). To the best of the knowledge and belief of each Guarantor
(having taken all reasonable care to ensure that such is the case), the Guarantor Information is in accordance
with the facts and does not omit anything which would render the Guarantor Information inaccurate or
misleading. No Guarantor accepts responsibility for any other information contained in this Prospectus.
Save for the Guarantor Information (on the basis described above), no Guarantor has separately verified the
information contained in this Prospectus. No representation, warranty or undertaking, express or implied, is
made and no responsibility or liability is accepted by any Guarantor as to the accuracy or completeness of


7






any information contained in this Prospectus (other than the Guarantor Information) or any other information
supplied in connection with the Programme or the distribution of any Bonds issued under the Programme.
The Issuer has accurately reproduced the information contained in the section entitled "Description of Initial
Liquidity Facility Providers" (the ILFP Information) from information provided to it by the Initial
Liquidity Facility Providers but it has not independently verified such information. So far as the Issuer is
aware and is able to ascertain from information published by the Initial Liquidity Facility Providers, no facts
have been omitted which would render the ILFP Information inaccurate or misleading.
No person has been authorised to give any information or to make representations other than the information
or the representations contained in this Prospectus in connection with the issue of the Bonds, any member of
the Security Group or the offering or sale of the Bonds and, if given or made, such information or
representations must not be relied upon as having been authorised by or on behalf of the Issuer, the Security
Group, the Security Trustee, the Bond Trustee, the directors of the Issuer, the Dealers, the Arrangers, any of
the Hedge Counterparties, the Original Initial ACF Lenders, Capex Facility Providers, each Facility Agent
under each Authorised Credit Facility, the Agents, the Initial Liquidity Facility Providers, the Initial
Liquidity Facility Agent, Registrar, Exchange Agent Transfer Agent, Principal Paying Agent, Agent Bank or
the Account Bank. Neither the delivery of this Prospectus nor any offering or sale of Bonds 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 or the other Obligors since the date hereof. Unless
otherwise indicated herein, all information in this Prospectus is given as of the date of this Prospectus. This
Prospectus does not constitute an offer of, or an invitation by, or on behalf of, the Issuer or any Dealer to
subscribe for, or purchase, any of the Bonds.
Save for the Issuer, the Guarantors and the Initial Liquidity Facility Providers which have only verified the
information for which they specifically accept responsibility as described in the preceding paragraphs (other
than the ILFP Information), no other party has separately verified the information contained in this
Prospectus. Accordingly, no representation, warranty or undertaking, express or implied, is made and no
responsibility or liability is accepted by any of the Dealers, the Arrangers, the Bond Trustee, the Security
Trustee, any of the Hedge Counterparties, the Original Initial ACF Lenders, Capex Facility Providers, each
Facility Agent under each Authorised Credit Facility, the Agents, the Initial Liquidity Facility Providers, the
Initial Liquidity Facility Agent, Registrar, Transfer Agent, Exchange Agent, Principal Paying Agent, Agent
Bank or the Account Bank as to the accuracy or completeness of the information contained in this Prospectus
or any other information supplied in connection with the Bonds or their distribution. The statements made in
this paragraph are without prejudice to the responsibilities of the Issuer. Each person receiving this
Prospectus acknowledges that such person has not relied on the Dealers, the Arrangers, the Bond Trustee, the
Security Trustee, any of the Hedge Counterparties, the Original Initial ACF Lenders, Capex Facility
Providers, each Facility Agent under each Authorised Credit Facility, the Agents, the Initial Liquidity
Facility Providers, the Initial Liquidity Facility Agent, Registrar, Transfer Agent, Exchange Agent, Principal
Paying Agent, Agent Bank or the Account Bank to review the financial condition or affairs of any of the
Issuer or the other Obligors, nor on any person affiliated with any of them in connection with its
investigation of the accuracy of such information or its investment decision.
None of the Issuer, the Obligors, the Arrangers, the Dealers, the Bond Trustee, the Security Trustee, Hedge
Counterparties, the Original Initial ACF Lenders, Capex Facility Providers, each Facility Agent under each
Authorised Credit Facility, the Agents, the Initial Liquidity Facility Providers, the Initial Liquidity Facility
Agent, Registrar, Transfer Agent, Exchange Agent, Principal Paying Agent, Agent Bank or the Account
Bank take responsibility to investors for the regulatory treatment of their investment in the Bonds (including
but not limited to whether any transaction or transactions pursuant to which Bonds are issued from time to
time is or will be regarded as constituting a "securitisation" for the purposes of: (i) Regulation (EU)
575/2013 on prudential requirements for credit institutions and investment firms and amending Regulation
(EU) 648/2012 (the CRR); or (ii) Directive 2006/48/EC, as the same is referenced in Directive 2011/61/EU
on Alternative Investment Fund Managers and Amending Directives 2003/41/EC and 2009/65/EC and
Regulations (EC) No 1060/2009 and (EU) No 1095/2010 (the AIFMD); and the application of (iii) Articles


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404 to 410 of the CRR, together with the final regulatory technical standards and implementing technical
standards to the CRR published by the European Banking Authority pursuant to Articles 410(2) and 410(3)
of the CRR and any other applicable guidance, technical standards or related documents published by the
European Banking Authority (including any successor or replacement agency or authority) and any
delegated regulations of the European Commission (and in each case including any amendment or successor
thereto) (together, the CRR Retention Requirements); and (iv) Article 17 of the AIFMD, as implemented
by Section 5 of the European Union Commission Delegated Regulation (EU) No. 231/2013 of 19 December
2012 supplementing the AIFMD, including any guidance published in relation thereto and any implementing
laws or regulations in force in any Member State of the European Union (together, the AIFMD Retention
Requirements and, together with the CRR Retention Requirements, the Risk Retention Requirements,
respectively, to any such transaction) in any jurisdiction or by any regulatory authority. If the regulatory
treatment of an investment in the Bonds is relevant to an investor's decision whether or not to invest, the
investor should make its own determination as to such treatment and for this purpose seek professional
advice and consult its regulator. Prospective investors should note that the Issuer is of the opinion that the
Risk Retention Requirements do not apply to the Bonds and are referred to the "Risk Factors" section of this
Prospectus for further information on the Risk Retention Requirements and certain related considerations.
Prospectus Supplement
The Issuer has undertaken, in connection with the admission of the Bonds to the Official List of the
Luxembourg Stock Exchange and to trading on the Luxembourg Stock Exchange's regulated market of any
issue of Bonds, that, if there shall occur between the time when this Prospectus is approved and the final
closing of any offer of Bonds, or as the case may be, the time when trading on the regulated market begins,
any significant new factor, material mistake or inaccuracy relating to information included in this Prospectus
for the purpose of making an informed assessment of the assets and liabilities, financial position, profits and
losses and prospects of the Issuer and the rights attaching to the Bonds, the Issuer shall prepare a supplement
to this Prospectus (in accordance with Article 16(1) of Directive 2003/71/EC or Article 13(1) of the
Luxembourg Law on Prospectuses for securities) or publish a replacement prospectus for use in connection
with any subsequent issue by the Issuer of Bonds and will supply to each Dealer and the Bond Trustee such
number of copies of such supplement hereto or replacement prospectus as such Dealer and Bond Trustee
may reasonably request. The Issuer will also supply to the CSSF (following approval of such supplement by
the CSSF) such number of copies of such supplement hereto or replacement prospectus as may be required
and will make copies available, free of charge, upon oral or written request, at the specified offices of the
Paying Agents and in respect of Registered Bonds, the Registrar and the Transfer Agent.
If the terms of the Programme are modified or amended in a manner which would make this Prospectus, as
so modified or amended, inaccurate or misleading, in any material respect, the Issuer shall prepare a
supplement to this Prospectus or publish a replacement prospectus for use in connection with any subsequent
issue by the Issuer of Bonds.
Final Terms, Pricing Supplements and Drawdown Prospectuses
In this section the expression necessary information means, in relation to any Tranche of Bonds, the
information necessary to enable investors to make an informed assessment of the assets and liabilities,
financial position, profits and losses and prospects of the Issuer and the other Obligors and of the rights
attaching to the Bonds. In relation to the different types of Bonds which may be issued under the
Programme, the Issuer has included in this Prospectus all of the necessary information except for information
relating to the Bonds which is not known at the date of this Prospectus and which can only be determined at
the time of an individual issue of a Tranche of Bonds.
Any information relating to the Bonds which is not included in this Prospectus and which is required in order
to complete the necessary information in relation to a Tranche of Bonds will be contained either in the
relevant Final Terms, Pricing Supplement or in a Drawdown Prospectus. For a Tranche of Bonds which is
the subject of Final Terms or Pricing Supplement, those Final Terms or Pricing Supplement, as the case may


9






be, will, for the purposes of that Tranche only, complete this Prospectus and must be read in conjunction
with this Prospectus. The terms and conditions of the Bonds as set out herein (the Conditions) as completed
by Part A of the relevant Final Terms or Pricing Supplement are the terms and conditions applicable to any
particular Tranche of Bonds which is the subject of Final Terms or Pricing Supplement, as the case may be.
The Conditions as completed by the relevant Drawdown Prospectus are the terms and conditions applicable
to any particular Tranche of Bonds which is the subject of a Drawdown Prospectus. Each Drawdown
Prospectus will be constituted by a single document containing the necessary information relating to the
Issuer and the relevant Tranche(s) of Bonds.


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Document Outline