Obligation JLR Automotive PLC 2.2% ( XS1551347393 ) en EUR

JLR Automotive PLC

100 % ▲

Royaume-uni

XS1551347393 ( en EUR )

2.2% par an ( paiement semestriel )

15/01/2024 - Obligation échue

Prospectus brochure de l'obligation Jaguar Land Rover Automotive Plc XS1551347393 en EUR 2.2%, échue

100 000 EUR

650 000 000 EUR

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

L'Obligation émise par JLR Automotive PLC ( Royaume-uni ) , en EUR, avec le code ISIN XS1551347393, paye un coupon de 2.2% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/01/2024

NOT FOR GENERAL CIRCULATION
not
IN THE UNITED STATES
ribed
of the

all not, and is

sh

of the transactions desc
orandum
Jaguar Land Rover Automotive plc
em
nded.
tion contained in the final form
ame
650,000,000 2.200% Senior Notes due 2024
fering M
, as C
he definitive terms
of informa
Guaranteed on a senior unsecured basis by Jaguar Land Rover Limited
s
nary Of
and Jaguar Land Rover Holdings Limited
ise. T
elimiPr ith, an offer or invitation to sell or a solicitation to buy any

his
irective 2003/71/E D
The 2.200% Senior Notes due 2024 were issued in the aggregate principal amount of 650,000,000 (the
U
"Notes"). The Notes will bear interest at the rate of 2.200% per annum, payable semi-annually in arrears on 15
ent. T
ended, or otherw
ith E
January and 15 July of each year, beginning on 15 July 2017. The Notes will mature on 15 January 2024.
endm
am
Jaguar Land Rover Automotive plc (the "Issuer") may redeem the Notes, in whole or in part, at any time at a price
or in connection w
equal to 100% of the principal amount thereof, plus accrued and unpaid interest to the redemption date, plus the
as,
, as C
"make-whole" premium set forth in this offering memorandum. In addition, the Issuer may redeem all of the
referred to herein except on the basi
Notes at a price equal to their principal amount plus accrued and unpaid interest, if any, upon the occurrence of
certain changes in applicable tax law. There is no sinking fund for the Notes. In the event of a Change of
etion and am
Control (as defined herein), the Issuer must make an offer to purchase the Notes at a purchase price equal to 101%
y not be used
urities
of the principal amount thereof, plus accrued and unpaid interest to the date of purchase.
irective 2003/71/E D
The Notes will be the Issuer's senior obligations and will rank equally in right of payment with all existing
bject to compl
U
and future indebtedness of the Issuer that is not subordinated (and is not senior) in right of payment to the Notes
su
of E
ibe for any sec
and will be senior in right of payment to all existing and future indebtedness of the Issuer that is subordinated in
bscr
right of payment to the Notes. The Notes will be fully and unconditionally guaranteed on a senior unsecured basis
ade available to the public in accordance w
by Jaguar Land Rover Limited and Jaguar Land Rover Holdings Limited (the "Guarantors"). The guarantees of
not su
the Notes by each of the Guarantors (the "Note Guarantees") will rank equally in right of payment with all of the
ill be m
existing and future indebtedness of such Guarantor that is not subordinated in right of payment to the Note
tion only and is
ould
for the purposes
w
sh
Guarantees, and senior in right of payment to all existing and future indebtedness of such Guarantor that is
subordinated in right of payment to the Note Guarantees. The Notes and the Note Guarantees will also be
ectus
ors
effectively subordinated to all of the Issuer's and each of the Guarantors' existing and future secured debt to the
vest
randum
emo
extent of the value of the assets securing such debt and to all existing and future debt of all the Issuer's subsidiaries
a prosp
that do not guarantee the Notes.
ise
nt. In
ributed for informa
fering M
Application has been made to admit the Notes to the Official List of the Luxembourg Stock Exchange and
docume
to trading on the Luxembourg Stock Exchange's Euro MTF market (the "Euro MTF Market"). The Euro MTF
not compr
Market is not a regulated market pursuant to the provisions of Directive 2004/39/EC. This Offering
being dist
Memorandum constitutes a prospectus for the purposes of the Luxembourg law dated 10 July 2005 on Prospectuses
is
for Securities, as amended.
nt and does
orandum

em
en available, the final Of
Investing in the Notes involves risks. Please see "Risk Factors" beginning on page 19.
. Wh
fering M
an advertiseme

itute or contain an offer or invitation to sell or the solicitation of an offer to buy, and ma
ribed in the final version of this
is
orandum
nary Of
It
The Notes and the Note Guarantees have not been registered under the US Securities Act of 1933, as
em
amended (the "US Securities Act"), or any state securities laws. Accordingly, the Notes and the Note Guarantees
elimi
otes.
ill be desc
are being offered and sold only to qualified institutional buyers ("QIBs") in accordance with Rule 144A under the
Pr
US Securities Act ("Rule 144A") and to persons outside the United States that are not, and are not acting for the
his
fering M
T
intended to, const
of the N
herein w
Of
account or benefit of, "U.S. persons" (as defined in Regulation S under the US Securities Act ("Regulation S")) in

offshore transactions in accordance with Regulation S. Prospective purchasers that are QIBs are hereby notified
that the seller of the Notes may be relying on the exemption from the registration requirements under the US
Securities Act provided by Rule 144A.

Issue Price: 100% plus accrued interest, if any, from 17 January 2017

The Notes will be issued in the form of global notes in registered form. Please see "Book-entry;
Delivery and Form".
Joint Bookrunners

12 January 2017

TABLE OF CONTENTS

Page
Important Information ................................................................................................................................................. ii
Defined Terms Used in This Offering Memorandum ................................................................................................. v
Presentation of Financial and Other Data ....................................................................................................................
vii
Industry and Market Data ............................................................................................................................................ xi
Forward-Looking Statements ......................................................................................................................................
xii
Exchange Rates ........................................................................................................................................................... xv
Summary ..................................................................................................................................................................... 1
Risk Factors ................................................................................................................................................................. 19
Use of Proceeds ........................................................................................................................................................... 39
Capitalisation............................................................................................................................................................... 40
Selected Consolidated Financial and Other Data ........................................................................................................ 41
Operating and Financial Review and Prospects .......................................................................................................... 43
Our Business ............................................................................................................................................................... 69
Board of Directors and Senior Management ............................................................................................................... 94
Major Shareholders and Related Party Transactions ................................................................................................... 99
Description of Other Indebtedness ..............................................................................................................................
101
Description of the Notes ..............................................................................................................................................
110
Book-Entry; Delivery and Form..................................................................................................................................
135
Taxation ......................................................................................................................................................................
139
Plan of Distribution .....................................................................................................................................................
144
Notice to Investors ......................................................................................................................................................
146
Legal Matters ..............................................................................................................................................................
148
Independent Auditors ..................................................................................................................................................
148
Service of Process and Enforcement of Judgments .....................................................................................................
149
Where You Can Find More Information .....................................................................................................................
150
Listing and General Information .................................................................................................................................
151
Glossary of Selected Terms .........................................................................................................................................
152
Index to the Consolidated Financial Statements..........................................................................................................
F -1

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

documents referred to herein will be made available to prospective investors upon request to us or the initial
purchasers.
By receiving this Offering Memorandum, you acknowledge that you have had an opportunity to request
from the Issuer for review, and that you have received, all additional information you deem necessary to verify the
accuracy and completeness of the information contained in this Offering Memorandum. You also acknowledge
that you have not relied on the initial purchasers in connection with your investigation of the accuracy of this
information or your decision whether to invest in the Notes.
The Issuer reserves the right to withdraw this offering at any time. The Issuer is making this offering
subject to the terms described in this Offering Memorandum and the purchase agreement relating to the Notes
entered into between the Issuer and the initial purchasers (the "Purchase Agreement"). The Issuer and the initial
purchasers reserve the right to reject all or a part of any offer to purchase the Notes, for any reason. The Issuer
and the initial purchasers also reserve the right to sell less than all of the Notes offered by this Offering
Memorandum or to sell to any purchaser less than the amount of Notes it has offered to purchase.
None of the US Securities and Exchange Commission (the "SEC"), any state securities commission or any
other regulatory authority has approved or disapproved of the Notes, nor have any of the foregoing authorities
passed upon or endorsed the merits of this offering or the accuracy or adequacy of this Offering Memorandum.
Any representation to the contrary is a criminal offence in the United States and could be a criminal offence in
other countries.
The Notes are subject to restrictions on transferability and resale and may not be transferred or resold,
except as permitted under the US Securities Act and the applicable state securities laws, pursuant to registration or
exemption therefrom. As a prospective investor, you should be aware that you may be required to bear the
financial risks of this investment for an indefinite period of time. Please refer to the sections in this Offering
Memorandum entitled "Plan of Distribution" and "Notice to Investors".
The distribution of this Offering Memorandum and the offering and sale of the Notes in certain
jurisdictions may be restricted by law. Please see "Notice to US Investors", "Notice to EEA Investors" and
"Notice to UK Investors".
The Notes were issued in the form of global notes. Please see "Book-Entry; Delivery and Form".
NOTICE TO US INVESTORS
Each purchaser of the Notes will be deemed to have made the representations, warranties and
acknowledgements that are described in this Offering Memorandum under "Notice to Investors".
The Notes offered hereby have not been and will not be registered under the US Securities Act or with any
securities regulatory authority of any state or other jurisdiction in the United States and may not be offered or sold
in the United States, except to "qualified institutional buyers", or QIBs, within the meaning of Rule 144A in
reliance on an exemption from the registration requirements of the US Securities Act provided by Rule 144A.
Prospective purchasers are hereby notified that the sellers of the Notes may be relying on the exemption from the
registration requirements of Section 5 of the US Securities Act provided by Rule 144A. The Notes may be
offered and sold to persons outside the United States that are not, and are not acting for the account or benefit of,
"U.S. persons" (as defined in Regulation S) in reliance on Rule 903 or Rule 904 of Regulation S. For a
description of certain further restrictions on resale or transfer of the Notes, please see "Notice to Investors".
The Notes described in this Offering Memorandum have not been registered with, recommended by or
approved by the SEC, any state securities commission in the United States or any other securities commission or
regulatory authority, nor has the SEC, any state securities commission in the United States or any such securities
commission or authority passed upon the accuracy or adequacy of this Offering Memorandum. Any
representation to the contrary is a criminal offence.
THE NOTES MAY NOT BE OFFERED TO THE PUBLIC WITHIN ANY JURISDICTION. BY
ACCEPTING DELIVERY OF THIS OFFERING MEMORANDUM, YOU AGREE NOT TO OFFER,
SELL, RESELL, TRANSFER OR DELIVER, DIRECTLY OR INDIRECTLY, ANY NOTES TO THE
PUBLIC.
iii

NOTICE TO EEA INVESTORS
This Offering Memorandum has been prepared on the basis that any offer of Notes in any Member State
of the European Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member
State") will be made pursuant to an exemption under the Prospectus Directive from the requirement to publish a
Prospectus for offers of Notes. Accordingly, any person making or intending to make an offer in that Relevant
Member State of Notes which are the subject of the offering contemplated by this Offering Memorandum may only
do so in circumstances in which no obligation arises for the Issuer or any of the initial purchasers to publish a
prospectus pursuant to Article 3 of the Prospectus Directive in relation to such offer. Neither the Issuer nor the
initial purchasers have authorised, nor do they authorise, the making of any offer of Notes in circumstances in
which an obligation arises for the Issuer or the initial purchasers to publish a prospectus for such offer. 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.
NOTICE TO UK INVESTORS

This Offering Memorandum has not been approved by an authorised person in the United Kingdom. This
Offering Memorandum is for distribution only to persons who: (i) 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, as amended (the "Financial Promotion Order"); (ii) are persons falling within Article 49(2)(a) to
(d) (high net worth companies, unincorporated associations, etc.) of the Financial Promotion Order; (iii) are outside
the United Kingdom, or (iv) are persons to whom an invitation or inducement to engage in investment activity
(within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or
sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons
together being referred to as "relevant persons"). This Offering Memorandum is directed only at relevant persons
and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment
activity to which this Offering Memorandum relates is available only to relevant persons and will be engaged in
only with relevant persons.
NOTICE REGARDING SERVICE OF PROCESS AND ENFORCEMENT OF JUDGMENTS
ALL OR SUBSTANTIALLY ALL OF THE DIRECTORS AND EXECUTIVE OFFICERS OF THE
ISSUER ARE NON-RESIDENTS OF THE UNITED STATES. ALL OR A SUBSTANTIAL PORTION OF
THE ASSETS OF SUCH NON-RESIDENT PERSONS AND A SUBSTANTIAL PORTION OF THE ASSETS
OF THE ISSUER ARE LOCATED OUTSIDE THE UNITED STATES. AS A RESULT, IT MAY NOT BE
POSSIBLE FOR INVESTORS TO EFFECT SERVICE OF PROCESS WITHIN THE UNITED STATES UPON
SUCH PERSONS OR THE ISSUER, OR TO ENFORCE AGAINST THEM IN US COURTS JUDGMENTS
OBTAINED IN SUCH COURTS PREDICATED UPON THE CIVIL LIABILITY PROVISIONS OF THE
FEDERAL SECURITIES LAWS OF THE UNITED STATES. FURTHERMORE, THE ISSUER IS ADVISED
THAT: (1) RECOGNITION AND ENFORCEMENT IN ENGLAND AND WALES OF JUDGMENTS IN CIVIL
AND COMMERCIAL MATTERS FROM US FEDERAL OR STATE COURTS IS NOT AUTOMATIC BUT IS
INSTEAD SUBJECT TO VARIOUS CONDITIONS BEING MET; AND (2) IT IS QUESTIONABLE
WHETHER THE COURTS OF ENGLAND AND WALES WOULD ACCEPT JURISDICTION AND IMPOSE
CIVIL LIABILITY IF THE ORIGINAL ACTION WAS COMMENCED IN ENGLAND AND WALES,
INSTEAD OF THE UNITED STATES, AND PREDICATED SOLELY UPON US FEDERAL SECURITIES
LAWS.
STABILISATION
In connection with the offering of the Notes, the Stabilising Manager (or persons acting on behalf of the
Stabilising Manager) may over-allot Notes or effect transactions with a view to supporting the market price of the
Notes at a level higher than that which might otherwise prevail. However stabilisation action may not necessarily
occur. Any stabilisation action may begin on or after the date on which adequate public disclosure of the terms of
the offering of the Notes is made and, if begun, may cease at any time, but it must end no later than 30 days after
the date on which the Issuer received the proceeds of the issue, or no later than 60 days after the date of the
allotment of the Notes, whichever is the earlier. Any stabilisation action or over-allotment must be conducted by
the Stabilising Manager (or persons acting on its behalf) in accordance with all applicable laws and rules.
iv

DEFINED TERMS USED IN THIS OFFERING MEMORANDUM
The following terms used in this Offering Memorandum have the meanings assigned to them below.
Notes

"2011 Notes" ................................... The 8.125% Senior Notes due 2021 issued 19 May 2011 and fully redeemed
on 16 May 2016.
"2012 Notes" ................................... The 8.250% Senior Notes due 2020 issued 27 March 2012 and fully redeemed
on 15 March 2016.
"January 2013 Notes"...................... The existing $500,000,000 5.625% Senior Notes due 2023 issued 28 January
2013.
"December 2013 Notes" .................. The existing $700,000,000 4.125% Senior Notes due 2018 issued
17 December 2013.
"January 2014 Notes"...................... The existing £400,000,000 5.000% Senior Notes due 2022 issued 31 January
2014.
"October 2014 Notes" ..................... The existing $500,000,000 4.250% Senior Notes due 2019 issued 31 October
2014.
"February 2015 Notes".................... The existing £400,000,000 3.875% Senior Notes due 2023 issued 24 February
2015.
"March 2015 Notes"........................ The existing $500,000,000 3.500% Senior Notes due 2020 issued 6 March
2015.
"Existing Notes" .............................. The January 2013 Notes, the December 2013 Notes, the January 2014 Notes,
the October 2014 Notes, the February 2015 Notes and the March 2015 Notes.
Certain Other Terms

"Board" or "board of directors" ...... The board of directors of the Issuer.
"British pounds", "GBP",
"pounds sterling", "sterling", or Pounds sterling, the currency of the United Kingdom of Great Britain and
"£" ............................................... Northern Ireland.
"China Joint Venture" ..................... Our joint venture with Chery Automobile Company Ltd. to develop,
manufacture and sell certain Jaguar Land Rover vehicles and at least one
own-branded vehicle in China.
"Chinese yuan", "CNY" or
"yuan" ......................................... Chinese yuan, the currency of the People's Republic of China.
"EBITDA" ...................................... Profit for the period before income tax expense, finance expense (net of
capitalised interest), finance income, depreciation and amortisation, foreign
exchange gains/(losses) on financing and unrealised derivatives, unrealised
commodity gains/(losses), share of profits/(losses) from equity accounted
investees, exceptional items and one time reserves and charges.
"EMC" ............................................ The engine manufacturing centre in Wolverhampton.
"EUR", "euro" or "" ...................... Euro, the currency of the member states of the European Union participating in
the European Monetary Union.
"Fiscal 2014" ................................... Year beginning 1 April 2013 and ended 31 March 2014.
"Fiscal 2015" ................................... Year beginning 1 April 2014 and ended 31 March 2015.
"Fiscal 2016" ................................... Year beginning 1 April 2015 and ended 31 March 2016.
"Fiscal 2017" ................................... Year beginning 1 April 2016 and ending 31 March 2017.
"Fiscal year" .................................... Year beginning 1 April and ending 31 March of the following year.
"Ford" .............................................. Ford Motor Company and its subsidiaries.
"Free cash flow (before
Net cash generated from/(used in) operating activities less net cash used in
financing)" ................................... investing activities (excluding investments in short-term deposits) and
including foreign exchange gains/(losses) on short-term deposits.
"IAS 34" .......................................... International Accounting Standard (IAS 34) Interim Financial Reporting.
"IAS 36" .......................................... International Accounting Standard (IAS 36) Impairment of Assets.
"IAS 39" .......................................... International Accounting Standard (IAS 39) Financial Instruments.
"IFRS" ............................................. International Financial Reporting Standards and interpretations issued by the
International Accounting Standards Board and adopted by the European
Union.
"IFRS--IASB" ................................ International Financial Reporting Standards and interpretations issued by the
International Accounting Standards Board.
"Indenture" ...................................... The indenture governing the Notes offered hereby.
"Issuer" ............................................ Jaguar Land Rover Automotive plc, a public limited company incorporated
under the laws of England and Wales.
v

"Jaguar Land Rover", "Jaguar
Land Rover Group", "Group",
Jaguar Land Rover Automotive plc and its subsidiaries (including any of their
"we", "us" and "our" ................... predecessors).
"LIBOR" ......................................... London Interbank Offered Rate.
"MTM" ............................................ Mark-to-market.
"National sales companies" or
National sales companies for Jaguar Land Rover products, which are all
"NSCs" ........................................ wholly owned indirect subsidiaries of the Issuer.
"Net cash" ....................................... Cash and cash equivalents and short-term deposits less total borrowings
(including secured and unsecured borrowings and factoring facilities but
excluding finance leases).
"Net Income" .................................. Profit/(loss) after tax or profit/(loss) for the period.
"Overseas"....................................... The marketing region we define as including Australia, Brazil, India, Japan,
Russia, South Korea, South Africa, New Zealand, Sub-Saharan Africa
importers, Latin America importers, Asia Pacific importers, Middle East and
North Africa importers as well as all other minor markets.
"Product and other investment" ...... Net cash used in investing activities and expensed R&D (not included in net
cash used in investing activities) but excluding movements in other restricted
deposits, movements in short-term deposits, finance income received and
proceeds from the sale of property, plant and equipment.
"Retail volumes" ............................. Aggregate number of finished vehicles sold by dealers (and in limited numbers
by us directly) to end users. Although retail volumes do not directly impact
our revenue, we consider retail volumes as the best indicator of consumer
demand for our vehicles and the strength of our brands.
"Revolving Credit Facility" ............ The £1,870,000,000 unsecured syndicated revolving credit facility entered into
in July 2015 and maturing in July 2020, as amended.
"Rs" ................................................. Indian rupees, the currency of the Republic of India.
"Russian rouble" ............................. Russian roubles, the currency of Russian Federation.
"SEC" .............................................. United States Securities and Exchange Commission.
"US dollars", "USD", "US$" or
"$" ............................................... US dollars, the currency of the United States of America.
"US GAAP" .................................... Generally accepted accounting principles in the United States of America.
"Wholesale volumes" ...................... Aggregate number of finished vehicles sold to (i) dealers in the United
Kingdom or foreign markets in which we have established an NSC and
(ii) importers in all other markets. Generally, we recognise revenue on the
sale of finished vehicles and parts (net of discounts, sales incentives, customer
bonuses and rebates granted) when products are delivered to dealers and, in
connection with sales to importers, when products are delivered to a carrier for
export sales.

vi

PRESENTATION OF FINANCIAL AND OTHER DATA
Issuer
Jaguar Land Rover Automotive plc (formerly Jaguar Land Rover PLC), which is the holding company of
the Jaguar Land Rover business, was incorporated in England and Wales as a private limited company on
18 January 2008, and registered under the name TML Holdings Limited on 6 February 2008 and the name Jaguar
Land Rover Limited on 9 June 2008. On 6 April 2011, it was re-registered in England and Wales as a public
limited company. On 28 December 2012, its name was changed to Jaguar Land Rover Automotive plc. The
Issuer is a direct, wholly owned subsidiary of TML Holdings Pte Limited (Singapore) ("TMLH"), itself wholly
owned by Tata Motors, which is listed on the Bombay Stock Exchange, the National Stock Exchange of India and
the New York Stock Exchange. Tata Sons Limited ("Tata Sons"), together with its subsidiaries, owned 29.44% of
the voting rights capital in Tata Motors as at 30 September 2016. In this Offering Memorandum, we refer to, and
present consolidated financial information for, the Issuer and its consolidated subsidiaries.
Financial Statements and Other Financial Information
This Offering Memorandum includes:
·
the audited consolidated financial statements of Jaguar Land Rover Automotive plc and its
subsidiaries as at and for the year ended 31 March 2016 (the "2016 Consolidated Financial
Statements");
·
the audited consolidated financial statements of Jaguar Land Rover Automotive plc and its
subsidiaries as at and for the year ended 31 March 2015 (the "2015 Consolidated Financial
Statements");
·
the audited consolidated financial statements of Jaguar Land Rover Automotive plc and its
subsidiaries as at and for the year ended 31 March 2014 (the "2014 Consolidated Financial
Statements"); and
·
the unaudited condensed consolidated interim financial statements of Jaguar Land Rover
Automotive plc and its subsidiaries as at 30 September 2016 and for the six months ended 30
September 2016 and 2015 (the "Condensed Consolidated Interim Financial Statements" and, together
with the 2016 Consolidated Financial Statements, the 2015 Consolidated Financial Statements and the
2014 Consolidated Financial Statements, the "Consolidated Financial Statements").
We have derived the consolidated financial data for the fiscal years ended 31 March 2016, 2015 and 2014
and the interim consolidated financial data for the six months ended 30 September 2016 and 2015 from the
Consolidated Financial Statements included elsewhere in this Offering Memorandum.
This Offering Memorandum also includes the unaudited condensed consolidated financial information for
the twelve months ended 30 September 2016 for Jaguar Land Rover Automotive plc and its subsidiaries, which has
been derived by aggregating without adjustments the relevant results of the year ended 31 March 2016 and the six
months ended 30 September 2016 and subtracting the six months ended 30 September 2015 to derive results for the
twelve months ended 30 September 2016. The unaudited condensed consolidated financial information for the
twelve months ended 30 September 2016 has been prepared solely for the purpose of this Offering Memorandum,
is not prepared in the ordinary course of our financial reporting, and has not been audited or reviewed. The
unaudited condensed consolidated financial information for the twelve months ended 30 September 2016 presented
herein is not required by or presented in accordance with IFRS or any other generally accepted accounting
principles.
The 2016 Consolidated Financial Statements, 2015 Consolidated Financial Statements and the 2014
Consolidated Financial Statements have been prepared in accordance with IFRS and the Condensed Consolidated
Interim Financial Statements have been prepared in accordance with IAS 34. In making an investment decision,
you must rely upon your own examination of the terms of the offering of the Notes and the financial information
contained in this Offering Memorandum. You should also consult your own professional advisers for an
understanding of the differences between IFRS and US GAAP and how those differences could affect the financial
information contained in this Offering Memorandum. There are a number of differences between IFRS and
US GAAP. We have not prepared financial statements in accordance with US GAAP or reconciled our financial
statements to US GAAP and are therefore unable to identify or quantify the differences that may impact our
reported profits, financial position or cash flows were they to be reported under US GAAP.
vii

We would not be able to capitalise product development costs if we were to prepare our financial
statements in compliance with US GAAP. Under IFRS, research costs are charged to the income statement in the
year in which they are incurred. Product development costs incurred on new vehicle platforms, engine,
transmission and new products must, however, be capitalised and recognised as intangible assets when
(i) feasibility has been established, (ii) we have committed technical, financial and other resources to complete the
development and (iii) it is probable that the relevant asset will generate probable future economic benefits. The
costs capitalised include the cost of materials, direct labour and directly attributable overhead expenditure incurred
up to the date the asset is available for use. Interest costs incurred in connection with the relevant development
are capitalised up to the date the asset is ready for its intended use, based on borrowings incurred specifically for
financing the asset or the weighted average rate of all other borrowings if no specific borrowings have been
incurred for the asset. We amortise product development costs on a straight-line basis over the estimated useful
life of the intangible assets. Capitalised development expenditure is measured at cost less accumulated
amortisation and accumulated impairment loss.
The preparation of financial statements in conformity with IFRS requires us to use certain critical
accounting estimates. It also requires our board of directors to exercise its judgment in the process of applying the
Group's accounting policies. The areas involving a higher degree of judgment or complexity, or areas where
assumptions and estimates are significant to the Consolidated Financial Statements, are described in "Operating
and Financial Review and Prospects--Critical Accounting Policies".
The Consolidated Financial Statements have been prepared based on the fiscal year and are presented in
British pounds rounded to the nearest £1.0 million. The Consolidated Financial Statements have been prepared
under the historical cost convention modified for certain items carried at fair value, as stated in the accounting
policies set out in the Consolidated Financial Statements.
Internal Controls
Upon an evaluation of the effectiveness of the design and operation of our internal controls over financial
reporting conducted as part of the corporate governance and public disclosure obligations of our parent, Tata
Motors, we concluded that there was a material weakness, such that our internal controls over financial reporting
were not effective as at 31 March 2015 and as at 31 March 2014. A material weakness, under the applicable
auditing standards established by the Public Company Accounting Oversight Board (PCAOB) in the United States,
is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a
reasonable possibility that a material misstatement of the annual or interim financial statements will not be
prevented or detected on a timely basis.
The material weakness identified with respect to the year ended 31 March 2015 consisted of a deficiency
of the design of the review controls relating to complex derivative instruments designated in hedge relationship
during the year ended 31 March 2015. Such review controls were not sufficiently direct and precise, and, as a
result, an inappropriate method for prospective hedge effectiveness testing was used at inception for these foreign
exchange and commodities derivative instruments. Our management determined that these complex derivative
instruments did not qualify for hedge accounting in accordance with IAS 39. As a result of the deficiency,
changes in the fair value of these complex derivative instruments were initially recorded in the hedging reserve as
part of other comprehensive income. Following identification of the deficiency, the amount has been
appropriately recorded in our consolidated income statement for the year ended 31 March 2015, and not under
other comprehensive income. Following the identification of the deficiency relating to complex derivatives
designated in hedge transactions described above in the first quarter of Fiscal 2016, management designed and
implemented a preventive control consisting of a review at inception of all complex derivative instruments
designated in hedge relationships by technical accounting specialists. This control was subject to formal
remediation testing. The specific remediation actions taken by management included the (i) design and
implementation of a daily review by internal financial instrument specialists of all derivative instruments
designated in a hedge relationship at inception or thereafter if a hedge relationship is re-designated to ensure that
the designation, documentation and method of hedge effectiveness testing is appropriate before any changes
relating to the value of such instrument are accounted and (ii) implementation of an additional weekly detective
control to review appropriateness of hedge accounting for all complex derivative instruments by internal technical
accounting specialists. Based upon the measures we have adopted to remedy this material weakness and the
results of our tests of their effectiveness, we have concluded that this material weakness was remediated as of 31
March 2016.
The material weakness identified with respect of the year ended 31 March 2014 consisted of a deficiency
in the design and operating effectiveness of controls over the change management procedures relating to an
information technology system and as a result an inappropriate change to a raw materials system data table in the
year ended 31 March 2014, was not prevented or detected on a timely basis. The inappropriate change to the raw
viii