Obligation Nexia Spa 8.25% ( XS1318392864 ) en EUR

Nexia Spa

100 % ▼

Italie

XS1318392864 ( en EUR )

8.25% par an ( paiement annuel )

30/05/2021 - Obligation échue

Prospectus brochure de l'obligation Nexi Spa XS1318392864 en EUR 8.25%, échue

100 000 EUR

900 000 000 EUR

Nexi Spa est une société italienne de paiement numérique fournissant des services de traitement des transactions, d'émission de cartes et de solutions de paiement intégrées aux entreprises et aux consommateurs.

L'Obligation émise par Nexia Spa ( Italie ) , en EUR, avec le code ISIN XS1318392864, paye un coupon de 8.25% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 30/05/2021

LISTING PARTICULARS
NOT FOR GENERAL DISTRIBUTION
IN THE UNITED STATES
1,100,000,000
Mercury Bondco plc
Up to 1,326,400,000 81/4%/9% Senior Secured Fixed Rate PIK Toggle Notes due 2021
Up to 303,000,000 Senior Secured Floating Rate PIK Toggle Notes due 2021
Mercury Bondco plc, a public limited company incorporated under the laws of Jersey (the "Issuer"), is offering (the
"Offering") 900.0 million in aggregate principal amount of its 81/4%/9% Senior Secured Fixed Rate PIK Toggle Notes
due 2021 (the "Senior Secured Fixed Rate PIK Toggle Notes") and 200.0 million in aggregate principal amount of its
Senior Secured Floating Rate PIK Toggle Notes due 2021 (the "Senior Secured Floating Rate PIK Toggle Notes," and
together with the Senior Secured Fixed Rate PIK Toggle Notes, the "Notes"), as part of the financing for the proposed
acquisition (the "Acquisition") of Istituto Centrale delle Banche Popolari Italiane S.p.A. and its subsidiaries by Mercury
Italy S.r.l. ("BidCo"). Both BidCo and the Issuer are indirectly owned by Advent, Bain Capital and Clessidra (each as
defined herein).
Interest will be paid on the Senior Secured Fixed Rate PIK Toggle Notes semi-annually in arrears on each May 30 and
November 30, commencing on May 30, 2016. The first interest payment on the Senior Secured Fixed Rate PIK Toggle
Notes will be paid in cash ("Cash Interest"). For each interest period thereafter (other than the final interest period at stated
maturity, which will be paid in cash), Cash Interest will be paid, unless the conditions described in this offering
memorandum (the "Offering Memorandum") are satisfied, in which case we will be entitled to pay, to the extent
described in this Offering Memorandum, interest in kind ("PIK Interest"). Cash Interest on the Senior Secured Fixed Rate
PIK Toggle Notes will accrue at the rate of 8.25% per annum. PIK Interest paid on the Senior Secured Fixed Rate PIK
Toggle Notes will accrue at the rate of 9.00% per annum. The Senior Secured Fixed Rate PIK Toggle Notes will mature on
May 30, 2021. We may redeem some or all of the Senior Secured Fixed Rate PIK Toggle Notes on or after November 30,
2017, at the redemption prices set forth in this Offering Memorandum. At any time prior to November 30, 2017, we may
redeem some or all of the Senior Secured Fixed Rate PIK Toggle Notes at a redemption price equal to 100% of the principal
amount thereof, plus accrued and unpaid interest, if any, plus the applicable "make whole" premium. Prior to
November 30, 2017, we may redeem up to 40% of the aggregate principal amount of the Senior Secured Fixed Rate PIK
Toggle Notes at the premium set forth under "Description of the Notes" with the proceeds from certain specified equity
offerings, provided that at least 50% of the original principal amount of the Senior Secured Fixed Rate PIK Toggle Notes
(including any additional Senior Secured Fixed Rate PIK Toggle Notes) issued under the Indenture remain outstanding. We
may also redeem all, but not less than all, of the Senior Secured Fixed Rate PIK Toggle Notes in the event of certain
developments affecting taxation. If we undergo certain changes of control, each holder may require us to repurchase all or
a portion of its Senior Secured Fixed Rate PIK Toggle Notes at 101% of their principal amount. In addition, in connection
with certain tender offers for the Senior Secured Fixed Rate PIK Toggle Notes or the Senior Secured Floating Rate PIK
Toggle Notes, if holders of not less than 90% in aggregate principal amount of the applicable outstanding Notes validly
tender and do not withdraw such Notes in such tender offer and the Issuer, or any third party making such a tender offer in
lieu of the Issuer, purchases, all of the Notes validly tendered and not withdrawn by such Holders, the Issuer or such third
party will have the right to redeem the Notes that remain outstanding in whole, but not in part, following such purchase at a
price equal to the price offered to each other holder of Notes. See "Description of Notes--Optional Redemption--General."
Interest will be paid on the Senior Secured Floating Rate PIK Toggle Notes semi-annually in arrears on each May 30 and
November 30, commencing on May 30, 2016. The first interest payment on the Senior Secured Floating Rate PIK Toggle
Notes will be paid as Cash Interest. For each interest period thereafter (other than the final interest period at stated maturity,
which will be paid in cash), Cash Interest will be paid, unless the conditions described in this Offering Memorandum are
satisfied, in which case we will be entitled to pay PIK Interest. Cash Interest on the Senior Secured Floating Rate PIK
Toggle Notes will accrue at the rate equal to six-month EURIBOR plus 8.00% per annum, reset semi-annually. PIK Interest
on the Senior Secured Floating Rate PIK Toggle Notes will accrue at the rate equal to six-month EURIBOR plus 8.75% per
annum, reset semi-annually. The Senior Secured Floating Rate PIK Toggle Notes will mature on May 30, 2021. We may
redeem some or all of the Senior Secured Floating Rate PIK Toggle Notes on or after November 30, 2016, at the

redemption prices set forth in this Offering Memorandum. At any time prior to November 30, 2016, we may redeem some
or all of the Senior Secured Floating Rate PIK Toggle Notes at a redemption price equal to 100% of the principal amount
thereof, plus accrued and unpaid interest, if any, plus the applicable "make whole" premium. We may also redeem all, but
not less than all, of the Senior Secured Floating Rate PIK Toggle Notes in the event of certain developments affecting
taxation. If we undergo certain changes of control, each holder may require us to repurchase all or a portion of its Senior
Secured Floating Rate PIK Toggle Notes at 101% of their principal amount.
Pending the consummation of the Acquisition, an amount equal to the gross proceeds of the Offering of each series of
Notes will be deposited into a segregated escrow account in the name of the Issuer but controlled by the Escrow Agent (as
defined herein), and pledged on a first-ranking basis in favor of the Trustee (as defined herein) on behalf of the holders of
the Notes. The release of escrow proceeds upon consummation of the Acquisition (the date of such release, the
"Completion Date") will be subject to the satisfaction of certain conditions, including the closing of the Acquisition. The
consummation of the Acquisition is subject to certain conditions, including regulatory approval by the European
Commission, the Bank of Italy, the European Central Bank and De Nederlandsche Bank. If the Acquisition is not
consummated prior to March 31, 2016 (the "Escrow Longstop Date"), or upon the occurrence of certain other events, the
Notes will be subject to a special mandatory redemption. The special mandatory redemption price will be equal to the
aggregate issue price of the relevant series of Notes so redeemed plus accrued and unpaid interest and additional amounts,
if any, from the Issue Date (as defined below) of the Notes to the special mandatory redemption date. See "Description of
the Notes--Escrow of Proceeds; Special Mandatory Redemption."
The Notes will be senior obligations of the Issuer and will rank pari passu in right of payment to all of the Issuer's existing
and future senior indebtedness 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 guaranteed (the "Guarantees") on the Issue Date on
a several, but not joint, basis by Mercury A Capital Limited, Mercury B Capital Limited and Mercury ABC Capital
Limited (collectively, the "Sponsors' HoldCos" or the "Guarantors") through their respective guarantee agreements (the
"Guarantee Agreements") which will also guarantee the Revolving Credit Facility Agreement and certain hedging
obligations on a senior secured basis (each term as defined herein). The Notes and the Guarantees will be secured as of the
Issue Date on a first-priority basis by (i) (until the Completion Date) the Escrow Charge, (ii) pledges of the shares of the
Issuer, HoldCo and the Sponsors' HoldCos, (iii) pledges of the bank accounts of the Issuer and each Sponsors' HoldCo and
(iv) pledges over the Proceeds Loans (each term as defined herein) (collectively, the "Collateral"). No additional security
will be granted on the Completion Date. The Collateral will also secure the Revolving Credit Facility Agreement and
certain hedging obligations on a senior basis. Under the terms of the Intercreditor Agreement (as defined herein) to be
entered into in connection with this Offering, in the event of an enforcement of the Collateral, the holders of the Notes will
receive proceeds from such Collateral only after the lenders under the Revolving Credit Facility (as defined herein) and
counterparties to certain hedging agreements have been repaid in full. In addition, the Guarantees and the security interests
in the Collateral may be released under certain circumstances. Subject to the terms of the Indenture and the Intercreditor
Agreement, the Collateral may be pledged to secure future indebtedness. The Notes and the Guarantees will be structurally
subordinated to any existing or future indebtedness of HoldCo or any subsidiaries of HoldCo, in each case that are not
Guarantors, including obligations owed to trade creditors and depositors.
The Issuer will not be required to procure the Target Group's compliance with the covenants under the Indenture. Instead,
breaches of the terms of the Indenture resulting from certain actions of, among others, the Target Group, will result in a
default under the Indenture applicable to the Issuer. Further, the Indenture will provide that the occurrence of certain events
with respect to the Target and its subsidiaries that would otherwise constitute an event of default will not constitute an event
of default if and to the extent that doing so would materially and substantially negatively affect the sound and prudent
management of the Target and its subsidiaries or the ability of the Target and its subsidiaries to conduct their core
businesses in the ordinary course. See "Description of Notes--Specified Defaults."
This Offering Memorandum includes more detailed information on the terms of the Notes and the Guarantees, including
redemption and repurchase prices, security, covenants, events of default and transfer restrictions.
There is currently no public market for the Notes. Application has been made to list the Notes on the Luxembourg Stock
Exchange and to admit the Notes for trading on the Euro MTF thereof. There is no assurance, however, that this application
will be accepted.
This offering memorandum constitutes a prospectus for purposes of Luxembourg law on prospectus securities
dated July 10, 2005, as amended.
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 (ii) the maximum
amount of PIK interest paid until the maturity date. In the case of the Senior Secured Fixed Rate PIK Toggle Notes, PIK
interest is calculated at 9.00%. In the case of the Senior Secured Floating Rate PIK Toggle Notes, PIK interest is calculated
at six-month EURIBOR, which we have calculated on the basis of the applicable EURIBOR forward interest rate plus a

constant premium of 50 basis points plus 8.75%. This calculation involves assumptions concerning the EURIBOR which
should not be interpreted as a representation as to the future development of the EURIBOR. See "Forward-looking
Statements."
Investing in the Notes involves a high degree of risk. See the "Risk Factors" section of this Offering Memorandum,
beginning on page 48.
Price for the Senior Secured Fixed Rate PIK Toggle Notes: 100.00% plus accrued and unpaid interest, if any, from
the Issue Date.
Price for the Senior Secured Floating Rate PIK Toggle Notes: 99.00% plus accrued and unpaid interest, if any,
from the Issue Date.
Delivery of the Notes will be made in book-entry form through a common depositary of Euroclear Bank SA/NV
("Euroclear") and Clearstream Banking, société anonyme ("Clearstream") on or about November 13, 2015 (the "Issue
Date").
The Notes will be in registered form in minimum denominations of 100,000 and integral multiples of 1 above 100,000.
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act"), or the securities laws of any other jurisdiction, and may not be offered or sold within the United
States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the
Securities Act. In the United States, this Offering is being made only to "qualified institutional buyers" (as defined
in Rule 144A of the Securities Act) in compliance with Rule 144A under the Securities Act ("Rule 144A") that are
also "Qualified Purchasers" (as defined in Section 2(a)(51) of the U.S. Investment Company Act of 1940, as
amended (the "Investment Company Act")). You are hereby notified that the Initial Purchasers of the Notes may be
relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. Outside of
the United States, this Offering is being made to non-U.S. persons in connection with offshore transactions in
reliance on Regulation S under the Securities Act. For further details about eligible offerees and resale restrictions,
see "Plan of Distribution" and "Notice to Investors."
The Issuer is a "covered fund" as defined in Section 13 of the U.S. Bank Holding Company Act of 1956 (the
"Volcker Rule"). The Notes may constitute an "ownership interest" within the meaning of the Volcker Rule. See
"Risk Factors--Risks Related to the Notes and the Guarantees--The Volcker Rule may negatively affect the ability of
certain types of entities to purchase the Notes" and "Notice to Investors."
Global Coordinators and Physical Bookrunners
Goldman Sachs International
HSBC
J.P. Morgan
Joint Bookrunners
BofA Merrill Lynch
Citigroup
UniCredit Bank
Nomura
Co-Managers
Credito Valtellinese
Banca Akros SpA
UBI Banca
Gruppo Bipiemme
Banca Popolare di Milano
The date of these Listing Particulars is November 13, 2015

STABILIZATION
IN CONNECTION WITH THIS OFFERING, GOLDMAN SACHS INTERNATIONAL (THE "STABILIZING
MANAGER") (OR PERSONS ACTING ON ITS BEHALF) MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE NOTES AT A LEVEL
OTHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, THERE IS NO ASSURANCE
THAT THE STABILIZING MANAGER (OR PERSONS ACTING ON ITS BEHALF) WILL UNDERTAKE
STABILIZATION ACTION. ANY STABILIZATION ACTION MAY BEGIN ON OR AFTER THE DATE ON
WHICH ADEQUATE PUBLIC DISCLOSURE OF THE FINAL TERMS OF THIS OFFERING IS MADE AND,
IF BEGUN, MAY BE DISCONTINUED AT ANY TIME, BUT IT MUST END NO LATER THAN THE
EARLIER OF 30 CALENDAR DAYS AFTER THE ISSUE DATE AND 60 CALENDAR DAYS AFTER THE
DATE OF THE ALLOTMENT OF THE NOTES. ANY STABILIZATION ACTION OR OVER-ALLOTMENT
MUST BE CONDUCTED BY THE RELEVANT STABILIZING MANAGER (OR PERSONS ACTING ON ITS
BEHALF) IN ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES. FOR A DESCRIPTION OF
THESE ACTIVITIES, SEE "PLAN OF DISTRIBUTION."
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE
HAS BEEN FILED UNDER CHAPTER 421-B ("RSA 421-B") OF THE NEW HAMPSHIRE REVISED
STATUTES WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS
EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE
CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF THE STATE OF NEW HAMPSHIRE
THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING.
NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE
FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE OF THE STATE OF
NEW HAMPSHIRE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR
RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY, OR TRANSACTION. IT IS
UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER
OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
IMPORTANT INFORMATION
In making an investment decision regarding the Notes offered pursuant to this Offering Memorandum, you must rely on
your own examination of the Issuer and the terms of this Offering, including the merits and risks involved. This Offering
(as defined herein) is being made on the basis of this Offering Memorandum only. Any decision to purchase Notes in this
Offering must be based on the information contained in this Offering Memorandum.
You are not to construe the contents of this Offering Memorandum as investment, legal or tax advice. You should consult
your own counsel, accountants and other advisors as to legal, tax, business, financial and related aspects of a purchase of
the Notes. You are responsible for making your own examination of the Issuer and your own assessment of the merits and
risks of investing in the Notes. None of the Issuer or the Initial Purchasers is making any representation to you regarding the
legality of an investment in the Notes by you under appropriate legal investment or similar laws.
The information contained in this Offering Memorandum has been furnished by the Issuer and other sources we believe to
be reliable. This Offering Memorandum contains summaries, believed to be accurate, of some of the terms of specific
documents, but reference is made to the actual documents, copies of which will be made available upon request, for the
complete information contained in those documents. You should contact the Issuer or the Initial Purchasers with any
questions about this Offering. All summaries contained herein are qualified in their entirety by this reference. Copies of
certain documents and other information relating to the issuance of the Notes will be available at the offices of Greenlit
Consultancy S.a.r.l, 2 rue Belle Vue, L-7214 Bereldange, Luxembourg. See "Listing and General Information."
The Initial Purchasers will provide prospective investors with a copy of this Offering Memorandum and any related
amendments or supplements. By receiving this Offering Memorandum, you acknowledge that you have not relied on the
Initial Purchasers in connection with your investigation of the accuracy of this information or your decision on whether or
not to invest in the Notes.
The information set forth in those sections of this Offering Memorandum describing clearing and settlement is subject to
any change or reinterpretation of the rules, regulations and procedures of Euroclear and Clearstream currently in effect.
Investors wishing to use these clearing systems are advised to confirm the continued applicability of their rules, regulations
and procedures. The Issuer will not have any responsibility or liability for any aspect of the records relating to, or payments
made on account of, book-entry interests held through the facilities of any clearing system or for maintaining, supervising
or reviewing any records relating to such book-entry interests.

By purchasing the Notes, you will be deemed to have acknowledged that you have reviewed this Offering Memorandum
and have had an opportunity to request, and have received all additional information that you need from us. No person is
authorized in connection with this Offering to give any information or to make any representation not contained in this
Offering Memorandum and, if given or made, any other information or representation must not be relied upon as having
been authorized by the Issuer or the Initial Purchasers. The information contained in this Offering Memorandum is accurate
as of the date hereof. The Issuer's and the Guarantors' and HoldCo's, the Target's and its subsidiaries' business, financial
condition or other information contained in this Offering Memorandum may change after the date hereof. Neither the
delivery of this Offering Memorandum at any time nor any subsequent commitment to purchase the Notes shall, under any
circumstances, create any implication that there has been no change in the information set forth in this Offering
Memorandum or in the business of the Issuer since the date of this Offering Memorandum.
The Issuer accepts responsibility for the information contained in this Offering Memorandum. The Issuer has made all
reasonable inquiries and confirmed to the best of its knowledge, information and belief that the information contained in
this Offering Memorandum is true and accurate in all material respects, that the opinions and intentions expressed in this
Offering Memorandum are honestly held, and that it is not aware of any facts the omission of which would make this
Offering Memorandum or any statement contained herein misleading in any material respect.
The Initial Purchasers make no representation or warranty, express or implied, as to, and assume no responsibility for, 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 the future.
In accordance with normal and accepted market practice, neither the Trustee, the Security Agent, the Paying Agent, the
Registrar, the Escrow Agent nor the Transfer Agent is responsible for the contents of this Offering Memorandum or
expresses any opinion as to the merits of the Notes under this Offering Memorandum.
The Notes are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted
under the Securities Act and applicable securities laws of any other jurisdiction. You should be aware that you may be
required to bear the financial risks of this investment for an indefinite period of time. See "Plan of Distribution" and
"Notice to Investors."
We intend to list the Notes on the Luxembourg Stock Exchange and admit the Notes for trading on the Euro MTF thereof,
and have submitted this Offering Memorandum to the competent authority in connection with the listing application. In the
course of any review by the competent authority, we may be requested to make changes to the financial and other
information included in this Offering Memorandum. We may also be required to update the information in this Offering
Memorandum to reflect changes in our business, financial condition or results of operations and prospects. We cannot
guarantee that our application to list the Notes on the Luxembourg Stock Exchange and admit the Notes for trading on the
Euro MTF thereof will be approved as of the settlement date for the Notes or any date thereafter, and settlement of the
Notes is not conditioned on obtaining such listing.
We reserve the right to withdraw this Offering at any time. We are making this Offering subject to the terms described in
this Offering Memorandum and the purchase agreement among the Issuer and the Initial Purchasers relating to the purchase
and sale of the Notes. The Issuer and the Initial Purchasers each reserve the right to reject any commitment to subscribe for
the Notes in whole or in part and to allot to any prospective investor less than the full amount of the Notes sought by such
investor. The Initial Purchasers and certain of their respective related entities may acquire, for their own accounts, a portion
of the Notes.
The distribution of this Offering Memorandum and the offer and sale of the Notes are restricted by law in some
jurisdictions. This Offering Memorandum does not constitute an offer to sell or an invitation to subscribe for or purchase
any of the Notes in any jurisdiction in which such offer or invitation is not authorized or to any person to whom it is
unlawful to make such an offer or invitation. Each prospective offeree or purchaser of the Notes must comply with all
applicable laws and regulations in force in any jurisdiction in which it purchases, offers or sells the Notes or possesses or
distributes this Offering Memorandum, and must obtain any consent, approval or permission required under any
regulations in force in any jurisdiction to which it is subject or in which it makes such purchases, offers or sales, and neither
the Issuer nor the Initial Purchasers shall have any responsibility therefor. See "Notice to Prospective Investors in the
United States," "Notice to Certain European Investors," "Plan of Distribution" and "Notice to Investors."
A copy of this Offering Memorandum has been delivered to the registrar of companies in Jersey (the "Jersey Registrar")
in accordance with Article 5 of the Companies (General Provisions) (Jersey) Order 2002, and the Jersey Registrar has
given, and has not withdrawn, his consent to its circulation. The Jersey Financial Services Commission (the
"Commission") has given, and has not withdrawn, or will have given prior to the issue of the Notes by the Issuer and not
withdrawn, its consent under Article 4 of the Control of Borrowing (Jersey) Order 1958 to the issue of the Notes. The
Commission is protected by the Control of Borrowing (Jersey) Law 1947, as amended, against liability arising from the
discharge of its functions under that law. It must be distinctly understood that, in giving these consents, neither the Jersey

Registrar nor the Commission takes any responsibility for the financial soundness of the Issuer or for the correctness of any
statements made, or opinions expressed, with regard to it.
If you are in any doubt about the contents of this Offering Memorandum you should consult your stockbroker, bank
manager, solicitor, accountant or other financial advisor. It should be remembered that the price of securities and the
income from them can go down as well as up.
NOTICE TO PROSPECTIVE INVESTORS IN THE UNITED STATES
This Offering is being made in the United States in reliance upon an exemption from registration under the Securities Act
for an offer and sale of the Notes which does not involve a public offering. In making your purchase, you will be deemed to
have made certain acknowledgments, representations and agreements. See "Notice to Investors."
This Offering Memorandum is being provided (1) to U.S. investors that the Issuer reasonably believes to be QIBs under
Rule 144A who are also Qualified Purchasers for informational use solely in connection with their consideration of the
purchase of the Notes and (2) to investors outside the United States who are not U.S. persons in connection with offshore
transactions complying with Rule 903 or Rule 904 of Regulation S under the Securities Act. The Notes described in this
Offering Memorandum have not been registered with, recommended by or approved by the U.S. Securities and Exchange
Commission (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 offense.
CERTAIN VOLCKER RULE CONSIDERATIONS
Section 13 of the Bank Holding Company Act of 1956, as amended (together with the rules, regulations and published
guidance thereunder, the "Volcker Rule") generally prohibits certain banking entities from engaging in proprietary
trading, or from acquiring or retaining an ownership interest in, sponsoring or having certain relationships with covered
funds, unless pursuant to an exclusion or exemption under the Volcker Rule. The Issuer is considered a "covered fund" for
purposes of the Volcker Rule. Each purchaser of the Notes must make its own determination as to whether it is subject to
the Volcker Rule and, if applicable, the potential impact of the Volcker Rule on its ability to purchase or retain the Notes.
Investors in the Notes are responsible for analyzing their own regulatory position and none of the Issuer, the Initial
Purchasers, the Security Agent, the Trustee or any of their affiliates makes any representation to any prospective investor or
purchaser of the Notes regarding the treatment of the Issuer under the Volcker Rule, or to such investor's investment in the
Notes on the Issue Date or at any time in the future. See "Risk Factors--Risks Related to the Notes and the
Guarantees--The Volcker Rule may negatively affect the ability of certain types of entities to purchase the Notes" and
"Notice to Investors."
CERTAIN CONSIDERATIONS REGARDING SALES INTO CANADA
The Notes may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited
investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act
(Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and
Ongoing Registrant Obligations. Any resale of the Notes must be made in accordance with an exemption from, or in a
transaction not subject to, the prospectus requirements of applicable securities laws.
Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or
damages if this Offering Memorandum (including any amendment thereto) contains a misrepresentation, provided that the
remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities
legislation of the purchaser's province or territory. The purchaser should refer to any applicable provisions of the securities
legislation of the purchaser's province or territory for particulars of these rights, or consult with a legal advisor.
Pursuant to Section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the Initial Purchasers are not
required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection
with this Offering.
NOTICE TO CERTAIN EUROPEAN INVESTORS
European Economic Area
This Offering Memorandum has been prepared on the basis that all offers of the Notes will be made pursuant to an
exemption under the Prospectus Directive (as defined below), from the requirement to produce a prospectus for offers of
the Notes. In relation to each Member State of the European Economic Area ("EEA") which has implemented the

Prospectus Directive (each, a "Relevant Member State"), with effect from and including the date on which the Prospectus
Directive is implemented in that Relevant Member State no offer of Notes to the public in that Relevant Member State may
be made other than:
(a)
to any legal entity which is a qualified investor as defined in the Prospectus Directive;
(b)
to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive); or
(c)
in any other circumstances falling within Article 3(2) of the Prospectus Directive,
provided that no such offer of Notes shall require us or any Initial Purchasers to publish a prospectus pursuant to Article 3
of the Prospectus Directive. Accordingly, any person making or intending to make any offer within the EEA of the Notes
should only do so in circumstances in which no obligation arises for us or the Initial Purchasers to produce a prospectus for
such offer. Neither we nor the Initial Purchasers have authorized, nor do authorize, the making of any offer of 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.
For the purposes of this section, the expression an "offer of 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 the Notes to be offered so as to enable an investor to decide to purchase or subscribe the Notes, as the same may be
varied in that Member State by any measure implementing the Prospectus Directive in that Member State. The expression
"Prospectus Directive" means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU), and includes any
relevant implementing measure in the Relevant Member State.
United Kingdom
This Offering Memorandum is for distribution only to, and is directed solely at, persons who (i) are outside the United
Kingdom, (ii) are investment professionals, as such term is defined in Article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005, as amended (the "Financial Promotion Order"), (iii) are persons falling
within Articles 49(2)(a) to (d) of the Financial Promotion Order, or (iv) are persons to whom an invitation or inducement to
engage in investment banking 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 Notes may otherwise be lawfully 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.
Italy
No action has been or will be taken which could allow an offering of the Notes to the public in the Republic of Italy within
the meaning of Article 1, paragraph 1, letter t) of Legislative Decree No. 58 of February 24, 1998, as subsequently
integrated and amended (the "Italian Financial Act"). Accordingly, the Notes may not be offered or sold directly or
indirectly in the Republic of Italy, and neither this Offering Memorandum nor any other offering circular, prospectus, form
of application, advertisement, other offering material or other information relating to the Issuer, the Notes may be issued,
distributed or published in the Republic of Italy, except under circumstances that will result in compliance with all
applicable laws, orders, rules and regulations, including any requirement or limitation which may be imposed, from time to
time, by the Commissione Nazionale per le Società e la Borsa ("CONSOB") or by the Bank of Italy, as the case may be.
The Notes cannot be offered or sold in the Republic of Italy either on the primary or on the secondary market to any natural
persons or to entities other than qualified investors (i.e. investitori qualificati) as defined pursuant to Article 100 of the
Italian Financial Act and Article 34 ter, paragraph 1, letter b) of Regulation No. 11971 of May 14, 1999 as amended (the
"Issuers Regulation") issued by the CONSOB or unless in all other circumstances which are exempt from the rules on
public offers pursuant to the Italian Financial Act and the implementing CONSOB regulations, including the Issuers
Regulation.
The Notes may not be offered, sold or delivered and neither this Offering Memorandum, and no other material relating to
the Notes may be distributed or made available in the Republic of Italy unless such offer, sale or delivery of Notes or
distribution or availability of copies of this Offering Memorandum or any other material relating to the Notes in Italy is
made as follows: (a) by investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in
accordance with Legislative Decree No 385 of September 1, 1993 as subsequently integrated and amended, the Italian
Financial Act, CONSOB Regulation No. 16190 of October 29, 2007 as subsequently integrated and amended and any other
applicable laws and regulations; and (b) in compliance with all relevant Italian securities, tax and exchange control and
other applicable laws and regulations and any other applicable requirement or limitation which may be imposed from time

to time by CONSOB or the Bank of Italy or other competent authority. Any investor purchasing the Notes is solely
responsible for ensuring that any offer or resale of the Notes by such investor occurs in compliance with applicable laws
and regulations.
AVAILABLE INFORMATION
The Issuer is not subject to the informational requirements of the U.S. Securities Exchange Act of 1934, as amended (the
"Exchange Act"). The Issuer has agreed that it will make available, upon request, to any holder or prospective purchaser of
the Notes the information required pursuant to Rule 144A(d)(4) under the Securities Act during any period in which it is
not subject to Section 13 or 15(d) of the Exchange Act, or exempt by virtue of Rule 12g3-2(b) thereunder. Any such
requests should be directed to the Issuer at 47 Esplanade, St Helier, Jersey JE1 0BD, attn: Martino Gobbi; +44(0)1534
835600.

CERTAIN DEFINITIONS
The following terms used in this Offering Memorandum have the meanings assigned to them below:
"Acquisition" ........................................... The acquisition as described under "Summary--The Transactions."
"Acquisition Agreement" ........................ The sale and purchase agreement dated as of June 19, 2015, described under
"Summary--The Transactions--The Acquisition."
"Acquisition Vehicles" ............................ The Issuer, together with the Sponsors' NewCos, the Sponsors' HoldCos,
HoldCo and BidCo.
"Advent".................................................. Advent International Corporation and its affiliates and, where applicable, the
funds and limited partnerships managed or advised by them.
"AFS" ...................................................... Those assets on our balance sheet classified as available-for-sale financial
assets under IFRS.
"AFS Portfolio" ....................................... Our portfolio of available-for-sale financial assets. Our AFS Portfolio
primarily consists of Italian government bonds. See "Management's
Discussion and Analysis of Financial Condition and Results of
Operations--Key Factors Affecting Results of Operations and Financial
Condition--Factors Affecting Our Other Group Activities Reporting
Segment."
"Bain Capital".......................................... Bain Capital Investors, LLC and its affiliates and, where applicable, the funds
and limited partnerships managed or advised by them.
"BidCo" ................................................... Mercury Italy S.r.l., a private limited company (Società a Responsabilità
Limitata) established under the laws of the Republic of Italy.
"BPO Services Business" ........................ The reporting segment referred to as "Application outsourcing and innovative
services" in our Financial Statements.
"CartaSi".................................................. CartaSi S.p.A.
"CartaSi reporting segment".................... The reporting segment referred to as "E-Money" in our Financial Statements
which comprises CartaSi S.p.A. and HelpLine S.p.A.
"Clessidra"............................................... Clessidra SGR S.p.A. in its capacity as managing company of the fund
Clessidra Capital Partners 3.
"Collateral".............................................. The collateral securing the Notes on a first-priority basis consisting of (i) (until
the Completion Date) the Escrow Charge, (ii) pledges of the shares of the
Issuer, HoldCo and the Sponsors' HoldCos, (iii) pledges of the bank accounts
of the Issuer and the Sponsors' HoldCos and (iv) pledges over the Proceeds
Loans.
"Completion Date" .................................. The date on which the proceeds of the Offering are released from the Escrow
Account and the Acquisition is consummated.
"Escrow Account" ................................... The segregated escrow account in which the proceeds from the offering of the
Senior Secured Fixed Rate PIK Toggle Notes and the Senior Secured Floating
Rate PIK Toggle Notes will be deposited on the Issue Date.
"Escrow Agent" ....................................... Elavon Financial Services Limited, UK Branch.
"Escrow Charge" ..................................... The escrow account charge to be dated as of the Issue Date between the Issuer,
the Trustee and the Escrow Agent, pursuant to which the initial funds deposited
in the segregated Escrow Account will be charged on a first-priority basis to
secure the Notes.
"Escrow Longstop Date" ......................... March 31, 2016.
"EU" ........................................................ European Union.
"EU Interchange Regulation" .................. Regulation (EU) 2015/751 of the European Parliament and of the Council of
April 29, 2015 on interchange fees for card-based payment transactions.
"EURIBOR" ............................................ EURIBOR has the meaning ascribed to it under "Description of the Notes."
"euro," "EUR" or "" .............................. The lawful currency of the EU Member States participating in the European
Monetary Union.
"Financing".............................................. The transactions described under "Summary--The Transactions--The
Financing."
"Group," "we," "us" and "our"................ Except where the context otherwise requires, (i) when referring to operations,
businesses, market shares or historical financial results, the Target Group,
(ii) when referring to the Financing and pro forma indebtedness obligations,
one or more of the Issuer and the Sponsors' HoldCos and (iii) when referring to
the Transactions, one or more of the Issuer, the Sponsors' HoldCos, HoldCo
and BidCo.
"Guarantees"............................................ The guarantees to be issued by the Guarantors on the Issue Date on a several,
but not joint, basis.
"HelpLine"............................................... Help Line S.p.A., a majority-owned subsidiary of the Target.

"HoldCo" ................................................. Mercury UK Holdco Limited, established as a private limited company under
the laws of England and Wales.
"IFRS" ..................................................... International Financial Reporting Standards, as adopted by the EU.
"Indenture" .............................................. The indenture to be entered into on or about the Issue Date, governing the
Notes offered hereby, as described in "Description of the Notes."
"Initial Purchasers".................................. Collectively, Goldman Sachs International, HSBC Bank plc, J.P. Morgan
Securities plc, Merrill Lynch International, Citigroup Global Markets Limited,
UniCredit Bank AG, Nomura International plc, Credito Valtellinese s.c.,
Banca Akros SpA and Unione di Banche Italiane S.P.A.
"Intercreditor Agreement" ....................... The intercreditor agreement to be entered into on or about the Issue Date,
between, among others, the Issuer, U.S. Bank Trustees Limited as trustee for
the holders of the Notes, the facility agent with respect to the Revolving Credit
Facility, certain creditors thereunder and the Security Agent, as amended,
supplemented and restated from time to time.
"Issue Date"............................................. On or about November 13, 2015, the date on which the Notes will be delivered
in book-entry form through a common depositary for Euroclear and
Clearstream.
"Issuer" .................................................... Mercury Bondco plc, established as a public limited company under the laws of
Jersey.
"Italian Civil Code" ................................. The Italian civil code (codice civile) approved by the Royal Decree No. 262 of
March 16, 1942, as subsequently amended and restated.
"Notes" .................................................... Collectively, the Senior Secured Fixed Rate PIK Toggle Notes and the Senior
Secured Floating Rate PIK Toggle Notes.
"Offering"................................................ This offering of the Notes pursuant to this Offering Memorandum.
"Offering Memorandum" ........................ This offering memorandum in relation to the Notes.
"Payments Business" ............................... The reporting segment referred to as "Payments" in our Financial Statements.
"Post-Completion Merger" ...................... The intended merger of BidCo and ICBPI following the completion of the
Acquisition.
"Proceeds Loans"..................................... The loans of the proceeds of this Offering, to be drawn down on or about the
Completion Date, by the Issuer, as lender, to each of the Sponsors' HoldCos, as
borrowers.
"Revolving Credit Facility" ..................... The 55.0 million revolving credit facility established under the Revolving
Credit Facility Agreement, which is described in more detail in "Description of
Other Indebtedness--Revolving Credit Facility."
"Revolving Credit Facility Agreement" .. The 55.0 million revolving credit facility agreement to be entered into on or
about the Issue Date between, among others, the Issuer, the Sponsors'
HoldCos, the Agent (as defined therein), the Security Agent and the Original
Issuing Bank, as amended, supplemented and restated from time to time, which
is described in more detail in "Description of Other Indebtedness--Revolving
Credit Facility."
"Securities Act" ....................................... The U.S. Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder.
"Securities Services Business" ................ The reporting segment referred to as "Securities services" in our Financial
Statements.
"Security Agent"...................................... U.S. Bank Trustees Limited, in its capacity as security agent for the secured
creditors, including from the Issue Date, the holders of the Notes, the Trustee
and the lenders under the Revolving Credit Facility.
"Senior Secured Fixed Rate PIK Toggle The Issuer's 900.0 million in aggregate principal amount of its 81/4%/9%
Notes" .................................................. senior secured fixed rate PIK Toggle notes due 2021.
"Senior Secured Floating Rate PIK
The Issuer's 200.0 million in aggregate principal amount of its senior secured
Toggle Notes"...................................... floating rate PIK Toggle notes due 2021.
"SME" ..................................................... Small- or medium-sized enterprise. We define small- and medium-sized
enterprises as enterprises that generate annual merchant acquiring transaction
values of less than 2.0 million and between 2.0 million and 10.0 million,
respectively.
"Sponsors" ............................................... Collectively, Advent, Bain Capital and Clessidra.
"Sponsors' HoldCos" or "Guarantors" .... Mercury A Capital Limited, Mercury B Capital Limited and Mercury ABC
Capital Limited.
"Sponsors' NewCos" ............................... Mercury (AI) S.à r.l., Mercury (BC) S.à r.l. and Fides S.p.A..
"Target" or "ICBPI" ................................ Istituto Centrale delle Banche Popolari Italiane S.p.A.
"Target Group" ........................................ The Target and its subsidiaries.

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