Obligation Ineosys 5.375% ( XS1405769990 ) en EUR

Ineosys

100 % ▼

Suisse

XS1405769990 ( en EUR )

5.375% par an ( paiement semestriel )

31/07/2024 - Obligation échue

Prospectus brochure de l'obligation Ineos XS1405769990 en EUR 5.375%, échue

100 000 EUR

650 000 000 EUR

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

L'obligation Ineos (XS1405769990), émise en Suisse pour un montant total de 650 000 000 EUR, avec un taux d'intérêt de 5,375%, échéant le 31/07/2024, et négociée par tranches minimales de 100 000 EUR avec une fréquence de paiement semestrielle, a atteint sa maturité et a été intégralement remboursée à 100% de sa valeur nominale.

NOT FOR GENERAL CIRCULATION
IN THE UNITED STATES
OFFERING MEMORANDUM

INEOS Group Holdings S.A.
$500,000,000 55/8% Senior Notes due 2024
650,000,000 53/8% Senior Notes due 2024
Guaranteed on a senior and generally unsecured basis by
INEOS Luxembourg I S.A., INEOS Holdings Limited
and certain of their subsidiaries

INEOS Group Holdings S.A. (the "Issuer") is offering (the "Offering") $500,000,000 aggregate principal amount of
its U.S. dollar-denominated 55/8% Senior Notes due 2024 (the "Dollar IGH Notes") and 650,000,000 aggregate principal
amount of its euro-denominated 53/8% Senior Notes due 2024 (the "Euro IGH Notes"). The Dollar IGH Notes and the Euro IGH
Notes are collectively referred to hereinafter as the "Notes." Interest will accrue from August 9, 2016 and be payable
semi-annually on each of the Dollar IGH Notes and the Euro IGH Notes on February 1 and August 1 of each year, beginning
February 1, 2017.
The Dollar IGH Notes will mature on August 1, 2024. Some or all of the Dollar IGH Notes may be redeemed prior to
August 1, 2019, by paying 100% of the principal amount of such Notes plus a "make-whole" premium, and at any time on or
after August 1, 2019, at the redemption prices set forth in this offering memorandum. In addition, at any time on or prior to
August 1, 2019, we may redeem up to 40% of the aggregate principal amount of the Dollar IGH Notes with the net proceeds of
certain equity offerings. The Euro IGH Notes will mature on August 1, 2024. Some or all of the Euro IGH Notes may be
redeemed prior to August 1, 2019, by paying 100% of the principal amount of such Notes plus a "make-whole" premium, and
at any time on or after August 1, 2019, at the redemption prices set forth in this offering memorandum. In addition, at any time
on or prior to August 1, 2019, we may redeem up to 40% of the aggregate principal amount of the Euro IGH Notes with the net
proceeds of certain equity offerings.
Upon the occurrence of certain events constituting a "change of control", each holder of the Notes may require the
Issuer to repurchase all or a portion of its Notes. All of the Notes may also be redeemed at 100% of their principal amount plus
accrued interest if at any time the Issuer or any guarantor becomes obligated to pay withholding taxes as a result of certain
changes in law.
The Notes are the Issuer's senior obligations and (i) rank pari passu in right of payment with all of the Issuer's existing
and future senior indebtedness that is not subordinated to the Notes, including the 2019 IGH Notes; (ii) rank senior to all of the
Issuer's existing and future indebtedness that is expressly subordinated in right of payment to the Notes and (iii) are effectively
subordinated in right of payment to the existing and future secured indebtedness of the Issuer to the value of the assets securing
such indebtedness, including its obligations with respect to the Senior Secured Term Loans, the 2023 Senior Secured Notes and
certain hedging and cash management obligations.
Certain subsidiaries of the Issuer have jointly and severally guaranteed the Notes . The guarantees are generally
unsecured senior subordinated obligations of the subsidiaries and (i) rank pari passu with all of the existing and future senior
subordinated indebtedness of the guarantors; (ii) rank senior to all existing and future indebtedness of such guarantor that is
expressly subordinated in right of payment to such guarantee; (iii) are subordinated in right of payment to any existing and
future senior indebtedness of such guarantor, which includes the obligations of such guarantor under the Senior Secured Term
Loans and the 2023 Senior Secured Notes and certain cash hedging and cash management obligations and (iv) are subordinated

in right of payment to all of its existing and future secured indebtedness of the guarantor to the value of the assets securing such
indebtedness, including the guarantors' obligations under the Senior Secured Term Loans and the 2023 Senior Secured Notes.
Also, the Notes (along with the 2019 IGH Notes) are secured on a pari passu basis by a second ranking share charge
over all of the shares of INEOS Holdings Limited and a second ranking assignment by the Issuer of all its rights in respect of the
2019 IGH Notes Proceeds Loans, the Dollar IGH Notes Proceeds Loan and the Euro IGH Notes Proceeds Loan. The security
interests over the shares of INEOS Holdings Limited and the Proceeds Loans rank behind the security interests in such assets
which secure certain senior indebtedness, including indebtedness under the Senior Secured Term Loans and the 2023 Senior
Secured Notes and pari passu with the security interests in such assets which secure the 2019 IGH Notes.
This offering memorandum includes more detailed information on the terms of the Notes, the guarantees and the
security interests as briefly described above, including redemption and repurchase prices, security, covenants and transfer
restrictions and thus, the offering memorandum should be read as a whole by any prospective purchaser in making a
determination as to whether to invest in the Notes. This offering memorandum may only be used for the purposes for which it
has been published.
Currently there is no public market for the Notes. Application has been made to list the Notes on the Official List of the
Luxembourg Stock Exchange and for trading on the Euro MTF market. This offering memorandum constitutes a prospectus for
purposes of Part IV of the Luxembourg law on prospectus securities dated July 10, 2005, as amended.
Investing in the Notes involves risks that are described in the "Risk Factors" section beginning
on page 20 of this offering memorandum.

Issue price for the Dollar IGH Notes: 100.000% plus accrued interest from the issue date, if any.
Issue price for the Euro IGH Notes: 100.000% plus accrued interest from the issue date, if any.
The Notes and the guarantees have not been, and will not be, registered under the U.S. Securities Act of 1933,
as amended (the "Securities Act"), or the securities laws of any other jurisdiction. The Notes are being offered and sold
only to (i) qualified institutional buyers in accordance with Rule 144A under the Securities Act and (ii) non-U.S.
persons outside the United States in accordance with Regulation S under the Securities Act. For further details about
eligible offerees and resale restrictions, please see "Notice to Investors."
Delivery of the Dollar IGH Notes was made to investors in book-entry form through The Depository Trust Company
("DTC"), and delivery of the Euro IGH Notes was made to investors in book-entry form through Euroclear Bank S.A./N.V.
("Euroclear") and Clearstream Banking, société anonyme ("Clearstream"), in each case, on August 9, 2016. Interests in each
global note will be exchangeable for the relevant definitive Notes only in certain limited circumstances. See "Book-Entry;
Delivery and Form."

Joint Global Coordinators
BofA Merrill Lynch
J.P. Morgan
Joint Bookrunners
Barclays Credit
Suisse HSBC Lloyds
Bank
The Royal Bank of Scotland

The date of this offering memorandum is August 19, 2016.

You should rely only on the information contained in this offering memorandum. None of the Issuer, the Guarantors,
any other members of the Group or any of the initial purchasers (each, as defined herein) has authorized anyone to provide you
with different information. If anyone provides you with different or inconsistent information, you should not rely on it. None of
the Issuer, the Guarantors, any other members of the Group or any of the initial purchasers is making an offer of the Notes in
any jurisdiction where the Offering is not permitted. You should not assume that the information contained in this offering
memorandum is accurate at any date other than the date on the front of this offering memorandum. Our business, financial
condition, results of operations and prospects may have changed since that date.
TABLE OF CONTENTS
Presentation of Financial and Non-IFRS Information ....................................................................................................
ix
Certain Definitions ..........................................................................................................................................................
xi
Exchange Rate Information ............................................................................................................................................
xvii
Forward-Looking Statements .........................................................................................................................................
xviii
Tax Considerations .........................................................................................................................................................
xx
Trademarks and Trade Names ........................................................................................................................................
xx
Historical and Current Market and Industry Data ...........................................................................................................
xx
Summary .........................................................................................................................................................................
1
The Offering ...................................................................................................................................................................
12
Summary Historical Condensed Consolidated Financial Information and Other Financial Data ...................................
16
Risk Factors ....................................................................................................................................................................
20
The Transactions .............................................................................................................................................................
48
Use of Proceeds ..............................................................................................................................................................
49
Capitalization ..................................................................................................................................................................
50
Selected Consolidated Financial Information .................................................................................................................
51
Operating and Financial Review and Prospects ..............................................................................................................
54
Industry and Market Overview .......................................................................................................................................
83
Business ..........................................................................................................................................................................
97
The Issuer .......................................................................................................................................................................
130
Management ...................................................................................................................................................................
131
Principal Shareholders ....................................................................................................................................................
133
Certain Relationships and Related Party Transactions ...................................................................................................
134
Description of Other Indebtedness ..................................................................................................................................
137
Description of the Notes .................................................................................................................................................
160
Description of the Collateral and the Guarantees ...........................................................................................................
252
Limitations on Validity and Enforceability of the Guarantees and the Security Interests ..............................................
257
Book-Entry; Delivery and Form .....................................................................................................................................
288
Certain Tax Considerations ............................................................................................................................................
294
Notice to Investors ..........................................................................................................................................................
301
Plan of Distribution .........................................................................................................................................................
305
Legal Matters ..................................................................................................................................................................
309
Independent Auditors ......................................................................................................................................................
309
Where You Can Find More Information ........................................................................................................................
310
Service of Process and Enforcement of Judgments ........................................................................................................
311
Listing and General Information .....................................................................................................................................
318
Index to Consolidated Financial Statements ...................................................................................................................
F-1
Glossary of Selected Terms ............................................................................................................................................
G-1

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

DTC, Euroclear or Clearstream currently in effect. While we accept responsibility for accurately summarizing the information
concerning DTC, Euroclear and Clearstream, we accept no further responsibility in respect of such information.
The Notes are subject to restrictions on transferability and resale and may not be transferred or resold except as
permitted under the Securities Act and applicable securities laws of any other jurisdiction pursuant to registration or exemption
therefrom. Prospective purchasers should be aware that they may be required to bear the financial risks of this investment for an
indefinite period of time. See "Notice to Investors."
ii

STABILIZATION
IN CONNECTION WITH THE OFFERING, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
(WITH RESPECT TO THE DOLLAR IGH NOTES) AND J.P. MORGAN SECURITIES PLC (WITH RESPECT TO THE
EURO IGH NOTES), (THE "STABILIZING MANAGERS") (OR PERSONS ACTING ON BEHALF OF THE
STABILIZING MANAGERS) MAY OVER-ALLOT NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO
SUPPORTING THE MARKET PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT
OTHERWISE PREVAIL. HOWEVER, THERE IS NO ASSURANCE THAT THE STABILIZING MANAGERS (OR
PERSONS ACTING ON BEHALF OF THE STABILIZING MANAGERS) WILL UNDERTAKE ANY STABILIZATION
ACTION. ANY STABILIZATION ACTION MAY BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE PUBLIC
DISCLOSURE OF THE FINAL TERMS OF THE OFFER OF THE NOTES IS MADE AND, IF BEGUN, MAY BE ENDED
AT ANY TIME, BUT MUST END NO LATER THAN THE EARLIER OF 30 CALENDAR DAYS AFTER THE ISSUE
DATE OF THE NOTES AND 60 CALENDAR DAYS AFTER THE DATE OF THE ALLOTMENT OF THE NOTES.

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

NOTICE TO EEA INVESTORS
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 (a "Member State") of the European Economic Area (the "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), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the relevant
dealer or dealers nominated by the Issuer for any such offer; or
(c)
in any other circumstances falling within Article 3(2) of the Prospectus Directive;
provided that no such offer of the Notes referred to in clauses (a) to (c) above shall require the publication by the Issuer or any
dealer of a prospectus pursuant to Article 3 of the Prospectus Directive or a supplement to a prospectus pursuant to Article 16 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 the Issuer or any dealer to produce a prospectus for such offer.
Neither the Issuer nor any dealer has authorized, nor do they authorize, the making of any offer of Notes through any financial
intermediary, other than offers made by any dealer, which constitute the final placement of the Notes contemplated in this
offering memorandum.
iii

For the purposes of this restriction, 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 for 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 (and amendments thereto, including the 2010 PD Amending Directive, to
the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant
Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.

NOTICE TO GERMAN INVESTORS
The Offering is not a public offering in Germany. The Notes may only be offered, sold and acquired in accordance
with the provisions of the German Securities Prospectus Act (Wertpapierprospektgesetz) (the "Securities Prospectus Act"), as
amended, the Commission Regulation (EC) No. 809/2004 of April 29, 2004, as amended, and any other applicable German law
governing the issue, offering and sale of securities. No application will be made under German law to permit a public offer of
Notes in Germany. This offering memorandum has not been approved for purposes of a public offer of the Notes under the
Securities Prospectus Act or the Prospectus Directive (as defined above) and accordingly the Notes are not being, and may not
be, offered or advertised publicly or by public promotion in Germany. Therefore, this offering memorandum is strictly for
private use and the offer is only being made to recipients to whom the document is personally addressed and does not constitute
an offer or advertisement to the public. The Notes will only be available to and this offering memorandum and any other
offering material in relation to the Notes is directed only at persons who are qualified investors (qualifizierte Anleger) within
the meaning of Section 2 No. 6 of the Securities Prospectus Act. Any resale of the Notes in Germany must be made in
accordance with the Securities Prospectus Act and other applicable laws. The Issuer has not filed, and does not intend to file, a
securities prospectus with the German Federal Financial Supervisory Authority (Bundesanstalt für
Finanzdienstleistungsaufsicht) ("BaFin") or obtain a notification to the BaFin from another competent authority of a member
state of the European Economic Area.

NOTICE TO U.K. INVESTORS
In the United Kingdom, this offering memorandum is being distributed only to and is directed only at: (a) persons who
have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), (b) high net worth entities falling within Article 49(2) of
the Order and (c) any other persons to whom it may otherwise lawfully be communicated (all such persons together being
referred to as "relevant persons"). Each initial purchaser: (a) has only communicated or caused to be communicated and will
only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the
meaning of Section 21 of the Financial Services and Markets Act 2000 (the "FSMA") received by it in connection with the
issue or sale of any Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Issuer and (b) has
complied and will comply with all applicable provisions of the FSMA in respect of anything done by it in relation to any Notes
in, from or otherwise involving the United Kingdom.

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

NOTICE TO NORWEGIAN INVESTORS
This offering memorandum has not and will not be registered with the Financial Supervisory Authority of Norway.
Accordingly, the Notes shall not, directly or indirectly, be sold or offered to be sold in Norway or to Norwegian tax-residents,
except that the Notes may be offered:
(a)
to "professional investors" as defined in Section 7-1 and Sections 10-2 to 10-5 of the Norwegian Securities
Regulation of June 29, 2007 no. 876;
(b)
to fewer than 150 natural or legal persons (other than "professional investors") as defined in Section 7-1 in
the Norwegian Securities Regulation of June 29, 2007 no. 876, subject to obtaining the prior consent of the
relevant initial purchaser for any such offer; or
(c)
in any other circumstances provided that no such offer of Notes shall result in a requirement for the
registration, or the publication by the Issuer or the initial purchasers, of a prospectus pursuant to the
Norwegian Securities Trading Act of 2007.

NOTICE TO DANISH INVESTORS
This offering memorandum has not been filed with or approved by the Danish Financial Supervisory Authority or any
other authority in the Kingdom of Denmark. The Notes have not been offered or sold and may not be offered, sold or delivered
directly or indirectly in the Kingdom of Denmark, unless in compliance with the Danish Securities Trading Act (Consolidated
Act No. 1530 of 2 February 2015 on Trading of Securities etc., as amended from time to time) and any Executive Orders issued
thereunder and in compliance with Executive Order no. 623 of 24 April 2015 issued pursuant to the Danish Financial Business
Act (Consolidated Act No. 182 of 18 February 2015 on financial business, as amended from time to time).

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

NOTICE TO SWEDISH INVESTORS
This offering memorandum is not a prospectus and has not been prepared in accordance with the prospectus
requirements provided for in the Swedish Financial Instruments Trading Act (Sw. lagen (1991:980) om handel med finansiella
instrument) nor any other Swedish enactment. Neither the Swedish Financial Supervisory Authority (Sw. Finansinspektionen)
nor any other Swedish public body has examined, approved or registered this offering memorandum or will examine, approve
or register this offering memorandum. Accordingly, this offering memorandum may not be made available, nor may the Notes
otherwise be marketed and offered for sale, in Sweden other than in circumstances that constitute an exemption from the
requirement to prepare a prospectus under the Swedish Financial Instruments Trading Act.

NOTICE TO SWISS INVESTORS
The Notes may not be publicly offered, sold or advertised, directly or indirectly, in, into or from Switzerland and will
not be listed on the SIX Swiss Exchange Ltd. or any other exchange or regulated trading facility in Switzerland. Neither this
v

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

NOTICE TO ITALIAN INVESTORS
(a)
This offering memorandum has not been prepared as part of a public offer in the Republic of Italy within the
meaning of Article 1, paragraph 1(t) of Legislative Decree No. 58 of February 24, 1998, as amended (the
"Consolidated Financial Act") and as such has not been submitted to the Commissione Nazionale per la
Societ`a e la Borsa ("CONSOB") (the Italian Securities Exchange Commission) for its prior approval.
Accordingly, the Notes may not, and will not, be offered, sold or delivered, nor may copies of this offering
memorandum or of any other document relating to the Notes be distributed, in the Republic of Italy, except:to
qualified investors (investitori qualificati) as defined in Article 26, paragraph 1, letter d) of CONSOB
Regulation No. 16190 of October 29, 2007, as amended (the "Intermediaries Regulation"), pursuant to
Article 100, paragraph 1, letter a) of the Consolidated Financial Act and Article 34-ter, paragraph 1, letter
b) of CONSOB Regulation No. 11971 of May 14, 1999, as amended (the "Issuers Regulation"), provided
that such qualified investors will act in their capacity and not as depositaries or nominee for other persons; or
(b)
in any other circumstances where an express exemption from compliance with the restrictions on offers to the
public applies, including, without limitation, as provided under Article 100 of the Consolidated Financial Act
and Article 34-ter of the Issuers Regulation.
Any offer, sale, resale, or delivery of the Notes or distribution of copies of this offering memorandum or any other
document relating to the Notes in the Republic of Italy under (a) or (b) above must be:
(a)
made by an investment firm, bank or financial intermediary permitted to conduct such activities in the
Republic of Italy in accordance with the Consolidated Financial Act, Legislative Decree No. 385 of
September 1, 1993 (the "Banking Act"); and Regulation No. 16190 of October 29, 2007 (in each case, as
amended from time to time);
(b)
in compliance with Article 129 of the Banking Act, as amended, and the implementing guidelines of the
Bank of Italy, as amended from time to time, pursuant to which the Bank of Italy may request information on
the issue or the offer of securities in the Republic of Italy; and
(c)
in compliance with any other applicable laws and regulations or requirement imposed by CONSOB or other
Italian authority.
Pursuant to Art. 100 bis of the Consolidated Financial Act, any subsequent resale to the public of securities which were
previously offered in the context of an offer exempted from the obligation to publish a prospectus shall be regarded as a
separate offer to the public in Italy unless it is exempted from the rules on public offering Article 100 of the Consolidated
Financial Act and Article 34-ter of the Issuers Regulation.

NOTICE TO SPANISH INVESTORS
The Notes may not be sold, offered or distributed to persons in Spain, except in circumstances which do not constitute
a public offer (oferta pública) of securities in Spain, within the meaning of the Royal Legislative Decree 4/2015, of October 23,
approving the amended and restated text of the Spanish Securities Market Law (texto refundido de la Ley del Mercado de
vi

Valores aprobado por el Real Decreto Legislativo 4/2015, de 23 de octubre), as amended and restated, and Royal Decree
1310/2005, of November 4, on the listing of securities, public offers and applicable prospectus (Real Decreto 1310/2005, de
4 de noviembre, por el que se desarrolla parcialmente la Ley 24/1988, de 28 de julio, del Mercado de Valores en materia de
admisión a negociación de valores en mercados secundarios oficiales, de ofertas públicas de venta o suscripción y del folleto
exigible a tales efectos), as amended from time to time (the "Spanish Securities Market Law"). Neither the Notes, this
Offering nor this Offering Memorandum and its contents have been approved or registered with the Spanish Securities and
Exchange Commission (Comisión Nacional del Mercado de Valores), and therefore it is not intended for the public offering of
Notes in Spain.

NOTICE TO FRENCH INVESTORS
This offering memorandum has not been prepared in the context of a public offering of financial securities in France
within the meaning of Article L. 411-1 of the French Code monétaire et financier and Title I of Book II of the Règlement
Général of the Autorité des marchés financiers (the French financial markets authority ("AMF")) and, therefore, has not been
approved by, or registered or filed with, the AMF and does not require a prospectus to be submitted for approval to the AMF.
Consequently, the Notes may not be, directly or indirectly, offered or sold to the public in France (offre au public de titres
financiers), and neither this offering memorandum nor any offering or marketing materials relating to the Notes may be made
available or distributed in any way that would constitute, directly or indirectly, an offer to the public in France. The Notes may
only be offered or sold in France pursuant to Article L. 411-2-II of the French Code monétaire et financier to (i) providers of
investment services relating to portfolio management for the account of third parties (personnes fournissant le service
d'investissement de gestion de portefeuille pour le compte de tiers), (ii) qualified investors (investisseurs qualifiés) acting for
their own account or (iii) a limited group of investors (cercle restreint d'investisseurs) acting for their own account, all as
defined in and in accordance with Articles L. 411-1, L. 411-2, D. 411-1, D. 411-4, D. 744-1, D. 754-1 and D. 764-1 of the
French Code monétaire et financier. No re-transfer, directly or indirectly, of the Notes in France, other than in compliance with
applicable French laws and regulations and in particular those relating to a public offering (which are, in particular, embodied
in articles L. 411-1, L. 411-2, L. 412-1 and L. 621-8 et seq. of the French Code monétaire et financier) shall be made.
Prospective investors are informed that: (i) this offering memorandum has not been and will not be submitted for clearance to
the AMF; (ii) in compliance with Articles L. 411-2, D. 411-1, D. 411-4, D. 744-1, D. 754-1 and D. 764-1 of the French Code
monétaire et financier, any investors subscribing for the Notes should be acting for their own account; and (iii) the direct and
indirect distribution or sale to the public of the Notes acquired by them may only be made in compliance with applicable French
laws and regulations, in particular those relating to an offer to the public (offre au public de titres financiers) (which are
embodied in Articles L. 411-1, L. 411-2, L. 412-1 and L. 621-8 through L. 621-8-3 of the French Code monétaire et financier).

NOTICE TO IRISH INVESTORS
The Notes are not being offered or sold to any person in Ireland, or underwritten or placed except in conformity with
the provisions of: (i) the European Communities (Markets in Financial Instruments) Regulations 2007 (Nos. 1 to 3) (as
amended) of Ireland, including, without limitation, Regulations 7 and 152 thereof and any applicable codes of conduct used in
connection therewith and the provisions of the Investor Compensation Act 1998 (as amended) of Ireland (ii) the Companies Act
2014 (as amended) of Ireland, the Central Bank Acts 1942 to 2015 of Ireland (as amended) and any codes of conduct rules made
under Section 117(1) of the Central Bank Act 1989 (as amended) of Ireland, (iii) the Prospectus (Directive 2003/71/EC)
Regulations 2005 (as amended) of Ireland and any rules issued under Section 1363 of the Companies Act 2014 (as amended) of
Ireland by the Central Bank of Ireland and (iv) the provisions of the Market Abuse Regulation (EU596/2014) (as amended) and
any rules issued by the Central Bank of Ireland under Section 1370 of the Companies Act 2014 (as amended) of Ireland. This
offering memorandum does not constitute a prospectus for the purposes of the Irish Prospectus Regulations and has not been
approved by the Central Bank of Ireland.

NOTICE TO BELGIAN INVESTORS
No action has been taken or will be taken in Belgium to permit a public offer of the Notes in accordance with the
Belgian Act of 16 June 2006 on the public offer of securities and admission of securities to trading on a regulated market
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