Obligation Verisure Holding AB 8.25% ( XS1310185415 ) en EUR

Verisure Holding AB

100 % ⇌

Suede

XS1310185415 ( en EUR )

8.25% par an ( paiement trimestriel )

20/10/2023 - Obligation échue

Prospectus brochure de l'obligation Verisure Midholding AB XS1310185415 en EUR 8.25%, échue

1 000 EUR

400 000 000 EUR

Verisure Midholding AB est la société holding suédoise contrôlant le groupe Verisure, un important fournisseur européen de systèmes de sécurité et de surveillance à domicile et pour les entreprises, proposant des solutions connectées et une surveillance 24h/24.

L'Obligation émise par Verisure Holding AB ( Suede ) , en EUR, avec le code ISIN XS1310185415, paye un coupon de 8.25% par an.
Le paiement des coupons est trimestriel et la maturité de l'Obligation est le 20/10/2023

LISTING OFFERING MEMORANDUM
NOT FOR GENERAL DISTRIBUTION

IN THE UNITED STATES

Verisure Midholding AB (publ)
700,000,000 (euro equivalent)
Up to 564,632,644 Floating Rate Senior Notes due 2023
Up to SEK 3,975,578,446 Floating Rate Senior Notes due 2023

On October 21, 2015, Verisure Cayman 1 ("Cayman 1"), an exempted company incorporated with limited liability under the laws of the
Cayman Islands, as initial issuer, privately placed (the "Offering") (i) 400,000,000 Floating Rate Senior Notes due 2023 (the "Euro Senior
Notes") and (i ) SEK 2,816,400,000 Floating Rate Senior Notes due 2023 (the "SEK Senior Notes", and, together with the Euro Senior
Notes, the "Private Senior Notes") as part of the financing for the acquisition (the "Acquisition") by entities beneficial y owned by H&F (as
defined herein) or one of its affiliates of al of the outstanding securities in Dream Luxco S.C.A. ("Dream Luxco"), the indirect parent
company of the Private Senior Notes Issuer, and certain shares in Dream GP S.à r.l., in each case, owned by Bain Capital (as defined
herein) or its affiliates. On the Completion Date (as defined herein), Verisure Midholding AB (publ) (the "Private Senior Notes Issuer"), a
public limited liability company existing under the laws of Sweden, assumed the liabilities of Cayman 1 under the Private Senior Notes as
issuer of the Private Senior Notes pursuant to the transactions described herein.
The Private Senior Notes Issuer wil pay interest on the Private Senior Notes (i) entirely in cash ("Cash Interest") or (ii) by increasing
the principal amount of the outstanding Private Senior Notes or by issuing additional Private Senior Notes in a principal amount equal to
such interest ("PIK Interest"), but the Private Senior Notes Issuer may not pay PIK Interest in respect of more than four quarterly interest
periods and not in respect of consecutive quarters. The Private Senior Notes Issuer wil pay interest on the Private Senior Notes quarterly
on each November 1, February 1, May 1 and August 1, commencing February 1, 2016. The Euro Senior Notes wil bear interest at a rate
per annum equal to (i) the greater of three-month EURIBOR and 1.0% plus (i )(A) in the case of Cash Interest, 7.25% and (B) in the case
of PIK Interest, 8.00%, reset quarterly. The SEK Senior Notes wil bear interest at a rate per annum equal to (i) the greater of three-month
STIBOR and 1.0% plus (ii)(A) in the case of Cash Interest, 7.25% and (B) in the case of PIK Interest, 8.00%., reset quarterly.
The Private Senior Notes wil mature on October 21, 2023. Prior to October 21, 2017, the Private Senior Notes Issuer may, at its
option, redeem al or a portion of the Private Senior Notes by paying the relevant "make-whole" premium. At any time on or after October
21, 2017, the Private Senior Notes Issuer may redeem al or part of the Private Senior Notes at the redemption prices set forth herein. In
addition, prior to October 21, 2017, the Private Senior Notes Issuer wil be entitled at its option on one or more occasions to redeem up to
40% of the original principal amount of the Euro Senior Notes (including the principal amount of any Additional Euro Senior Notes (as
defined herein)) and up to 40% of the original principal amount of the SEK Senior Notes (including the original principal amount of any
Additional SEK Senior Notes (as defined herein)), with the net cash proceeds from certain equity offerings. Any redemption of the Private
Senior Notes shal be made pro rata across both series of Private Senior Notes.
The Private Senior Notes are the senior obligations of the Private Senior Notes Issuer, are guaranteed (the "Private Senior Notes
Guarantees") on a senior subordinated basis by Verisure Holding AB (publ) (the "Senior Secured Notes Issuer" or the "Initial Guarantor")
and Securitas Direct AB (publ), ESML SD Iberia Holding S.A.U., Securitas Direct España, S.A.U., Securitas Direct Sverige AB, Verisure
Sverige AB, Securitas Direct Portugal Unip. LDA, Verisure Holding AS, Verisure AS and Securitas Direct SAS (col ectively, the "Post-
Completion Guarantors"), and are secured by second-ranking security interests in the Private Senior Notes Collateral (as defined herein).
The Private Senior Notes Collateral also secures the Senior Credit Facilities and the Senior Secured Notes (each as defined herein) on a
first-ranking basis. See "Summary--The Offering--Security."
Application has been made to admit the Private Senior Notes on the Official List of the Luxembourg Stock Exchange for trading on the
Euro MTF market.
See "Risk Factors" beginning on page 22 for a discussion of certain risks that you should consider in connection with an investment in
the Private Senior Notes.
The Private Senior Notes and the Private Senior Notes Guarantees have not been, and will not be, registered under the U.S. federal
securities laws or the securities laws of any other jurisdiction. The Private Senior Notes have been issued by the Private Senior Notes
Issuer under Section 4(a)(2) of the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act")and purchased in the United States
only by qualified institutional buyers in reliance on Rule 144A ("Rule 144A") under the U.S. Securities Act, and by certain non-U.S. persons
in transactions outside the United States in reliance on Regulation S under the U.S. Securities Act. Prospective purchasers that are
qualified institutional buyers are hereby notified that the sel er of the Private Senior Notes may be relying on the exemption from the
provisions of Section 5 of the U.S. Securities Act provided by Rule 144A. The Private Senior Notes and the Private Senior Notes
Guarantees are not transferable except in accordance with the restrictions described under "Transfer Restrictions."
The maximum aggregate principal amount outstanding of each series of Notes, as indicated on the cover page above, consists of (i)
the aggregate principal amount outstanding of each such series as of its issue date and (i ) the maximum amount of PIK interest that may
be paid until the maturity date. In the case of the Euro Senior Notes, PIK interest is calculated at (i) the greater of three-month EURIBOR
and 1.0% plus (ii) 8.00%. In the case of the SEK Senior Notes, PIK interest is calculated at (i) the greater of three-month STIBOR and
1.0% plus (i ) 8.00%. Each of these calculations involves assumptions concerning the EURIBOR or STIBOR, as applicable, which should
not be interpreted as a representation as to the future development of the EURIBOR or STIBOR, as applicable. See "Forward-looking
Statements." Where PIK interest is to be paid, the Private Senior Notes Issuer shal publish a notice on the Luxembourg Stock Exchange's
website or in a leading newspaper having general circulation in Luxembourg.

Offering price for the Euro Senior Notes: 100.00%, plus accrued interest, if any, from the Issue Date
Offering price for the SEK Senior Notes: 100.00%, plus accrued interest, if any, from the Issue Date

The Euro Senior Notes will be in registered form and will initially be issued in minimum denominations of 100,000 and integral multiples of 1 in excess
thereof; provided that the Euro Senior Notes may only be transferred in minimum amounts of 100,000. The SEK Senior Notes will be in registered form and

will initially be issued in minimum denominations of SEK 1,000,000 and integral multiples of SEK 1 in excess thereof; provided that the SEK Senior Notes
may only be transferred in minimum amounts of SEK 1,000,000.
The Private Senior Notes are represented on issue by one or more global notes, which were delivered through Euroclear Bank S.A./N.V. ("Euroclear")
and Clearstream Banking, société anonyme ("Clearstream"), on October 21, 2015.
This offering memorandum constitutes a Prospectus for the purposes of part IV of the Luxembourg law dated July 10, 2015 on Prospectus for
Securities, as amended.

The date of this listing offering memorandum is January 14, 2016.

TABLE OF CONTENTS
IMPORTANT INFORMATION ................................................................................................................. ii
FORWARD-LOOKING STATEMENTS ................................................................................................... ii
PRESENTATION OF FINANCIAL AND OTHER INFORMATION .......................................................... v
CERTAIN DEFINITIONS ........................................................................................................................ ix
EXCHANGE RATE INFORMATION ..................................................................................................... xv
SUMMARY .............................................................................................................................................. 1
THE OFFERING ..................................................................................................................................... 5
SUMMARY CONSOLIDATED HISTORICAL FINANCIAL AND OTHER DATA ................................... 11
RISK FACTORS .................................................................................................................................... 22
USE OF PROCEEDS ............................................................................................................................ 51
CAPITALIZATION ................................................................................................................................. 52
SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA ........................................................ 54
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS ............................................................................................................................. 56
INDUSTRY ............................................................................................................................................ 78
BUSINESS ............................................................................................................................................ 87
MANAGEMENT .................................................................................................................................. 102
PRINCIPAL SHAREHOLDERS .......................................................................................................... 105
RELATED PARTY TRANSACTIONS ................................................................................................. 106
DESCRIPTION OF CERTAIN INDEBTEDNESS................................................................................ 107
TERMS AND CONDITIONS OF THE PRIVATE SENIOR NOTES .................................................... 136
BOOK-ENTRY, DELIVERY AND FORM ............................................................................................ 137
TRANSFER RESTRICTIONS ............................................................................................................. 138
INDEPENDENT AUDITORS ............................................................................................................... 139
ENFORCEABILITY OF JUDGMENTS ................................................................................................ 140
WHERE YOU CAN FIND OTHER INFORMATION ............................................................................ 145
LISTING AND GENERAL INFORMATION ......................................................................................... 146
INDEX TO FINANCIAL STATEMENTS .............................................................................................. F-1

Exhibits
Annex A - The Private Senior Notes Indenture

i

IMPORTANT INFORMATION
Market data and certain industry forecasts and statistics in this offering memorandum have been
obtained from both public and private sources, including market research, publicly available
information and industry and consultant publications. Although the Private Senior Notes Issuer and
the Private Senior Notes Guarantors accept responsibility for the accurate extraction and
summarization of such information and data, the Private Senior Notes Issuer and the Private Senior
Notes Guarantors have not in any way independently verified the accuracy of such information and
data and they accept no further responsibility in respect of such information and data. In addition, the
information set out in relation to sections of this offering memorandum describing clearing
arrangements, including the sections entitled "Terms and Conditions of Notes" and "Book-Entry,
Delivery and Form," is subject to any change in, or reinterpretation of the rules, regulations and
procedures of Euroclear and Clearstream currently in effect. While the Private Senior Notes Issuer
accepts responsibility for accurately summarizing the information concerning Euroclear and
Clearstream, they accept no further responsibility in respect of such information.
The Private Senior Notes will be available in book-entry form only. We expect that the Private Senior
Notes sold pursuant to this offering memorandum wil be issued in the form of one or more global
notes. The global notes will be deposited and registered in the name of a common depositary for
Euroclear and Clearstream. Transfers of interests in the global notes will be effected through records
maintained by Euroclear and Clearstream, respectively, and their respective participants. The Private
Senior Notes will not be issued in definitive registered form except under the circumstances described
in the section "Book-Entry, Delivery and Form."
Holders of the Private Senior Notes should consult their own tax, accounting, financial and legal
advisors regarding the suitability for themselves of the tax, accounting, financial, legal or other
consequences of holding the Private Senior Notes.
This offering memorandum may be used only for the purposes for which it has been published. The
Private Senior Notes Issuer has not authorised anyone to give information other than that contained in
this offering memorandum and the documents referred to herein.
Broad Street Loan Partners 2013 Onshore S.à r.l., Broad Street Loan Partners 2013 S.à r.l., Broad
Street Loan Partners 2013 Europe S.à r.l., Broad Street Credit Investments LLC, GSMP VI Onshore
International Holdings, S.à r.l., GSMP VI Offshore International Holdings, S.à r.l., Broad Street Credit
Holdings LLC, MPS Investments S.à r.l., BCSSS Investments S.à r.l., MezzVest Luxembourg III S.à
r.l., MezzVest Co-Invest Luxembourg III S.à r.l., MezzVest Private Debt CE SARL, CRF2T S.à r.l.,
Invesco Zodiac Funds Invesco US Senior Loan Fund, Invesco Dynamic Credit Opportunities Fund,
Invesco Floating Rate Fund, Invesco Zodiac Funds Invesco European Senior Loan Fund, Invesco
Senior Loan Fund, Invesco Senior Income Trust and Rocco Ventures PTE Ltd were the initial
purchasers of the Private Senior Notes.
FORWARD-LOOKING STATEMENTS
This offering memorandum contains forward-looking statements, including statements about market
trends and our strategy, investments, future operations, industry forecasts, domestic, regional and
global economic conditions and supply and demand levels, competition in our markets, regulatory
framework and levels of leverage and indebtedness. Forward-looking statements provide our current
expectations, intentions or forecasts of future events. Forward-looking statements include statements
about expectations, beliefs, plans, objectives, intentions, assumptions and other statements that are
not statements of historical fact. Words or phrases such as "anticipate," "believe," "continue,"
"ongoing," "estimate," "expect," "intend," "may," "plan," "potential," "predict," "project," "target," "seek"
or similar words or phrases, or the negatives of those words or phrases, may identify forward-looking
statements, but the absence of these words does not necessarily mean that a statement is not
forward-looking.
Forward-looking statements are subject to known and unknown risks and uncertainties and are based
on potentially inaccurate assumptions that could cause actual results to differ materially from those
expected or implied by the forward-looking statements. Our actual results could differ materially from
those anticipated in our forward-looking statements for many reasons, including the factors described
in the section entitled "Risk Factors" in this offering memorandum. In addition, even if our actual
ii

results are consistent with the forward-looking statements contained in this offering memorandum,
those results or developments may not be indicative of results or developments in subsequent
periods. For example, factors that could cause our actual results to vary from projected future results
include, but are not limited to:

our ability to compete effectively in our industry;

rapid changes in technology and our ability to successfully manage and address customer
expectations;

adverse changes in general economic conditions;

our ability to retain our existing customers and to acquire new subscribers on a cost effective
basis;

our exposure to the Spanish market;

our ability to compete effectively with bundled products and services that may be offered by
certain of our potential competitors;

privacy concerns and potential security breaches;

costs associated with potential competition with our former parent or disputes over our
primary brand name;

costs associated with our continued investment in building our brands;

difficulties we may face in increasing our subscriber base or our subscription fees or up-
selling new products to our current subscribers;

inability to realize efficiencies and cost savings associated with implementation of our FOG
program;

increased labor costs in the jurisdictions in which we operate;

prolonged disruption of our monitoring centers;

product defects or shortfalls in our customer service;

possible liability associated with our ability to respond adequately to alarm activations;

costs of complying with current or future regulatory requirements;

false alarm ordinances introduced by local governments;

disruptions in our supply chain;

shifts in telecommunications technology;

costs arising from our warranty obligations;

insufficient insurance coverage;

costs arising from unauthorized use of, or disputes involving, our proprietary technology;

our ability to effectively manage our growth into new markets;

our exposure to risks associated with foreign currency fluctuations;

increasing operating costs and inflation risks;

impairment losses resulting from potential declines in the fair value of our assets;
i i

costs arising from legal and arbitration proceedings;

our dependence on our experienced senior management team, who would be difficult to
replace;

market perceptions regarding the instability of the euro and the possible introduction of
individual currencies within the eurozone;

risks associated with our ultimate principal shareholder's interests being inconsistent with our
own;

our significant leverage, which may make it difficult for us to service our debt and operate our
business; and

risks associated with our structure and the terms of the Private Senior Notes and other
indebtedness.
These risks and others described under "Risk Factors" are not exhaustive. Other sections of this
offering memorandum describe additional factors that could adversely affect our results of operations,
financial condition, liquidity and the development of the industry or the regulatory regimes under which
we operate. New risks can emerge from time to time, and it is not possible for us to predict all such
risks, nor can we assess the impact of all such risks on our business or the extent to which any risks,
or combination of risks and other factors, may cause actual results to differ materially from those
contained in any forward looking statements. Given these risks and uncertainties, you should not rely
on forward looking statements as a prediction of actual results.
Any forward looking statements are only made as of the date of this offering memorandum, and we do
not intend, and do not assume any obligation, to update forward looking statements set forth in this
offering memorandum. You should interpret al subsequent written or oral forward looking statements
attributable to us or to persons acting on our behalf as being qualified by the cautionary statements in
this offering memorandum. As a result, you should not place undue reliance on these forward looking
statements.
iv

PRESENTATION OF FINANCIAL AND OTHER INFORMATION
Financial Statements and Other Financial Information
The Private Senior Notes Issuer is as a holding company and is the direct parent company of the
Senior Secured Notes Issuer. The Private Senior Notes Issuer's only material assets and liabilities
are currently (and are expected in the future to be) its interest in the issued and outstanding shares of
the Senior Secured Notes Issuer, the Private Senior Notes Proceeds Loan (as defined herein) and its
outstanding indebtedness and intercompany balances incurred in connection with the Transactions,
including the Private Senior Notes. Historically we have only prepared consolidated financial
statements at the Senior Secured Notes Issuer. Beginning with the fiscal year ended December 31,
2015, our results will be consolidated at the Private Senior Notes Issuer.
This offering memorandum includes the following financial information:

the audited consolidated financial statements of the Senior Secured Notes Issuer as of and
for the years ended December 31, 2012, 2013 and 2014 prepared in accordance with
International Financial Reporting Standards as adopted by the European Union ("IFRS"),
which have been audited by PricewaterhouseCoopers AB; and

the unaudited condensed consolidated interim financial statements of the Senior Secured
Notes Issuer as of and for the six months ended June 30, 2015 and 2014 prepared in
accordance with International Accounting Standards 34, Interim Financial Reporting ("IAS
34").
Unaudited Pro Forma As Adjusted Financial Information
We present in this offering memorandum certain financial information on an as adjusted basis to give
pro forma effect to the (i) "Funding our Growth Together" ("FOG") cost savings program, (i ) the
annualized impact of the acquisitions of Mediaveil and Leadex, (ii ) sponsor fees and (iv) the
Transactions. See "Summary--Summary Consolidated Historical and Other Data," "Capitalization,"
"Risk Factors--Risks Related to Our Business and Industry--We are subject to increasing operating
costs and inflation risk which may adversely affect our earnings, and we may not be able to
successfully implement our comprehensive cost savings program, FOG," "Business--Product
Offerings and Product Strategy--Funding Our Growth Together--Cost Savings Initiative" and
"Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Use
of Proceeds." These pro forma and as adjusted numbers have not been and cannot be audited,
reviewed or verified by any independent accounting firm. This information is inherently subject to
risks and uncertainties and may not give an accurate or complete picture of our future results of
operations the financial condition or results of operations of the acquired entities prior to their
acquisition by us, may not be comparable to our consolidated financial statements or the other
financial information included in this offering memorandum and should not be relied upon when
making an investment decision. The historical results of the Senior Secured Notes Issuer and its
subsidiaries may not be indicative of our future results following consummation of the Transactions.
The unaudited pro forma financial data has not been prepared in accordance with the requirements of
Regulation S-X of the U.S. Securities Act, the Prospectus Directive or any generally accepted
accounting standards. Neither the assumptions underlying the pro forma adjustments nor the
resulting pro forma financial information have been audited or reviewed in accordance with any
generally accepted auditing standards.
Constant Currency Information
We present certain of our financial and operating results on a constant currency basis to allow
investors to compare our results of operations and certain operating metrics across periods on a like-
for-like basis. Because changes in foreign currency exchange rates have a non-operating impact on
financial and operating measures, we believe that evaluating these financial and operating measures
on a constant currency basis provides an additional and meaningful assessment of revenue to
management. We have removed the effects of FX changes in our discussion of certain operating and
financial metrics by re-translating each period's non-euro denominated results using a constant rate of
exchange for each of the applicable currencies. Constant currency growth rates are not indicative of
changes in corresponding cash flow. These non-IFRS measures have limitations as analytical tools,
v

and you should not consider them in isolation or as a substitute for analysis of our results or any
performance measures under IFRS as set forth in our financial statements.
Non-IFRS Financial and Operating Information
We have included in this offering memorandum the following financial measures: As used in this
offering memorandum,

"EBITDA" refers to the operating result before depreciation expense, amortization expense
and impairment expense;

"Adjusted EBITDA" refers to EBITDA adjusted as further described under footnote 4 under
"Summary--Summary Consolidated Historical and Other Data";

"Adjusted EBITDA margin" refers to Adjusted EBITDA divided by revenue;

"Adjusted EBITDA, last quarter annualized" refers to our Adjusted EBITDA from the last
quarter, multiplied by four;

"Adjusted EBITDA, last two quarters annualized" refers to our last two quarters of Adjusted
EBITDA, multiplied by two;

"Adjusted EBITDA from Portfolio Services" refers to EBITDA from our Portfolio Services
segment, calculated as further described under footnote 17 under "Summary--Summary
Consolidated Historical and Other Data";

"Adjusted EBITDA from Portfolio Services, last quarter annualized" refers to our last quarter of
Adjusted EBITDA from Portfolio Services, multiplied by four;

"Adjusted EBITDA from Portfolio Services, last two quarters annualized" refers to our last two
quarters of Adjusted EBITDA from Portfolio Services, multiplied by two;

"Adjusted EBITDA from Customer Acquisition" refers to EBITDA from our Customer
Acquisition segment, as further described under footnote 17 under "Summary--Summary
Consolidated Historical and Other Data";

"Adjusted Pro Forma EBITDA, last quarter annualized" refers to our Adjusted EBITDA,
multiplied by four, as further adjusted by the pro forma calculations described under footnote
27 under "Summary--Summary Consolidated Historical and Other Data";

"Adjusted Pro Forma EBITDA, last two quarters annualized" refers to our last two quarters of
Adjusted EBITDA, multiplied by two, as further adjusted by the pro forma calculations
described under footnote 27 under "Summary--Summary Consolidated Historical and Other
Data";

"Revenue, last quarter annualized" refers to our revenue for the last quarter multiplied by four;

"Revenue from Portfolio Services, last quarter annualized" refers to our last quarter of
revenue from Portfolio Services, multiplied by four; and

"SSNOCF" refers to "Steady State Net Operating Cash Flow" which is calculated as Adjusted
EBITDA from Portfolio Services less net investments to replace cancellations (CPA multiplied
by number of cancellations), as further described under footnote 6 under "Summary--
Summary Consolidated Historical and Other Data."
Certain financial measures and ratios related thereto in this offering memorandum, including EBITDA,
Adjusted EBITDA, Adjusted EBITDA margin, Adjusted EBITDA, last quarter annualized, Adjusted
EBITDA, last two quarters annualized, Adjusted EBITDA from Portfolio Services, Adjusted EBITDA
from Portfolio Services, last quarter annualized, Adjusted EBITDA from Portfolio Services, last two
quarters annualized, Adjusted EBITDA from Customer Acquisition, Adjusted Pro Forma EBITDA, last
quarter annualized, Adjusted Pro Forma EBITDA, last two quarters annualized, revenue, last quarter
annualized, revenue from Portfolio Services, last quarter annualized and SSNOCF, are not
vi

specifically defined under IFRS or any other generally accepted accounting principles. These
measures are presented in this offering memorandum because we believe that they and similar
measures are widely used in our industry as a means of evaluating a company's operating
performance, liquidity and financing structure. These measures may not be comparable to other
similarly titled measures of other companies and are not measurements under IFRS or other general y
accepted accounting principles, and you should not consider such items as alternatives to gross profit,
operating profit any other performance measures derived in accordance with IFRS, and they may be
different from similarly titled measures used by other companies. Our management believes this
information, along with comparable IFRS measures, is useful to investors because it provides a basis
for measuring the operating performance in the periods presented. These measures are used in the
internal management of our business, along with the most directly comparable IFRS financial
measures, in evaluating the operating performance.
The EBITDA and other non-IFRS metrics have limitations as analytical tools, and you should not
consider them in isolation or as a substitute for analysis of our results or any performance measures
under IFRS as set forth in our financial statements. Some of these limitations are:

they do not reflect our cash expenditures or future requirements for capital commitments;

they do not reflect changes in, or cash requirements for, our working capital needs;

they do not reflect the interest expense or cash requirements necessary to service interest or
principal payments on our debt;

they do not reflect any cash income taxes that we may be required to pay;

they are not adjusted for all non-cash income or expense items that are reflected in our
consolidated income statement;

they do not reflect the impact of earnings or charges resulting from certain matters we
consider not to be indicative of our ongoing operations;

assets are depreciated or amortized over differing estimated useful lives and often have to be
replaced in the future, and these measures do not reflect any cash requirements for such
replacements; and

other companies in our industry may calculate these measures differently than we do, limiting
their usefulness as comparative measures.
Because of these limitations, such metrics should not be considered as measures of discretionary
cash available to us to invest in the growth of our business or as measures of cash that wil be
available to us to meet our obligations. You should compensate for these limitations by relying
primarily on our IFRS results and using these non-IFRS measures only supplementally to evaluate
our performance. See "Summary--Summary Consolidated Historical and Other Data," "Selected
Consolidated Historical Financial Data," "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and our consolidated financial statements and the related notes
included elsewhere in this offering memorandum.
In this offering memorandum we also present certain performance indicators for each of our
segments, which we refer to as "operating metrics." Certain of the operating metrics are not
specifically defined under IFRS. These measures are presented in this offering memorandum
because we believe that they and similar measures are widely used in our industry as a means of
evaluating a company's operating performance and financing structure. We have defined each of the
metrics and shown their calculation in "Summary--Summary Consolidated Historical and Other Data."
The metrics may not be comparable to other similarly titled measures of other companies and are not
measurements under IFRS or other generally accepted accounting principles. These non-IFRS
measures have limitations as analytical tools, and you should not consider them in isolation, or as a
substitute for analysis of our results or any performance measures under IFRS as set forth in our
financial statements. You should compensate for these limitations by relying primarily on our IFRS
results and using these non-IFRS measures only supplementally to evaluate our performance.
vii

Market and Industry Information
This offering memorandum includes market share and industry information that was obtained by us
from industry publications and surveys, industry reports prepared by consultants, internal surveys and
customer feedback, including information published by Berg Insight AB (2014) ("Berg Insight"). In
addition, we have used the results of surveys carried out on our behalf. We have also used data
derived and extrapolated from national statistical resources in various countries. Because we do not
have access to the facts and assumptions underlying the market data used by third-party sources, we
are unable to verify such information and cannot guarantee its accuracy or completeness. We also do
not have access to the facts and assumptions underlying the projections made in these reports and
various economic and other factors may cause actual results to differ from these projections.
In addition, certain information in this offering memorandum is not based on published data obtained
from independent third parties, or extrapolations thereof, but are information and statements reflecting
our best estimates based upon information obtained from trade and business organizations and
associations, consultants and other contacts within the industries in which we compete, as wel as
information published by our competitors. Such information is based on the following: (i) in respect of
our market position, information obtained from trade and business organizations and associations and
other contacts within the industries in which we compete; (i ) in respect of industry trends, our senior
management team's business experience and experience in the industry and the local markets in
which we operate; and (i i) in respect of the performance of our operations, our internal analysis of our
own audited and unaudited information. We cannot assure you that any of the assumptions that we
have made in compiling this data are accurate or correctly reflect our position in our markets.
Presentation
Rounding adjustments have been made in calculating some of the financial information included in
this offering memorandum. Figures shown as totals in some tables and elsewhere may not be exact
arithmetic aggregations of the figures that precede them.
vii