Obligation Travelix 8% ( XS1577964882 ) en EUR

Travelix

100 % ⇌

Royaume-Uni

XS1577964882 ( en EUR )

8% par an ( paiement semestriel ) - Obligation en défaut, paiements suspendus

14/05/2022 - Obligation échue

Prospectus brochure de l'obligation Travelex XS1577964882 en EUR 8%, échue

100 000 EUR

360 000 000 EUR

Travelex est une société internationale spécialisée dans les services de change de devises, opérant en ligne et à travers un réseau mondial de bureaux pour les voyageurs et les particuliers.

L'Obligation émise par Travelix ( Royaume-Uni ) , en EUR, avec le code ISIN XS1577964882, paye un coupon de 8% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/05/2022

LISTING PARTICULARS
NOT FOR GENERAL CIRCULATION
IN THE UNITED STATES
Travelex Financing plc
360,000,000 8% Senior Secured Notes due 2022
Travelex Financing plc (the "Issuer"), a public limited company incorporated under the laws of England and Wales, is offering 360.0 million
aggregate principal amount of its 8% senior secured notes due 2022 (the "Notes"). The Notes will bear interest at a rate of 8% per annum and
will mature on May 15, 2022. Interest on the Notes will accrue from May 5, 2017, and will be payable semi-annually in arrears on each
May 15 and November 15, commencing on November 15, 2017. Prior to May 15, 2020, the Issuer will be entitled at its option to redeem all or
a portion of the Notes by paying a "make whole" premium. On or after May 15, 2020, the Issuer will be entitled at its option to redeem all or a
portion of the Notes, at any time or from time to time, at the redemption prices set forth in these listing particulars. In addition, at any time prior
to May 15, 2020, the Issuer may redeem at its option up to 40% of the Notes with the net cash proceeds from certain equity offerings at a
redemption price equal to 108% of the principal amount of the Notes redeemed plus accrued and unpaid interest; provided that, inter alia, at
least 60% of the original aggregate principal amount of the Notes remains outstanding after the redemption.
Upon certain events defined as constituting a change of control, the Issuer may be required to make an offer to purchase the Notes. In the
event of certain developments affecting taxation, the Issuer may redeem all, but not less than all, of the Notes.
The Notes will be senior secured obligations of the Issuer and will be guaranteed on a senior secured basis by the Guarantors (as defined
herein). The Notes Guarantees of the Company (as defined herein) and the English Guarantors (as defined herein) will be secured
obligations of such Guarantors and certain of the Notes Guarantees of the Non-English Guarantors (as defined herein) will be secured
obligations of such Guarantors. To the extent legally possible and subject to the Agreed Security Principles (as defined herein), the release of
security granted to secure the Existing Notes and the Existing Revolving Credit Facility (as defined herein) and Permitted Collateral Liens (as
defined in "Description of the Notes--Certain Definitions"), (i) each of the Issuer, the Company and the English Guarantors (other than
Travelex Europe Limited) will grant in favor of the Security Agent, fixed and floating charges on a first-priority basis, over (subject to certain
carveouts) substantially all of the assets of the Issuer, the Company and such English Guarantors, (ii) the Company and TP Financing 4
Limited will each grant in favor of the Security Agent, security on a first-priority basis over the shares held by such entities in TP Financing 4
Limited and Travelex Group Limited, respectively, and (iii) each of the Guarantors that directly owns another Guarantor will grant in favor of
the Security Agent, security on a first-priority basis over the shares held by such Guarantor in such other Guarantor except that no security
will be granted over the shares of the Australian Guarantors (as defined herein) and the Brazilian Guarantor (as defined herein) or over the
assets of Travelex Europe Limited other than under the circumstances described in these listing particulars. See "Description of the Notes--
Security--The Collateral." As a result of the Reorganization (as defined herein), we expect to make certain changes to the Guarantor group
and the Collateral (as defined herein) described in these listing particulars, which will be in accordance with the terms of the Indenture (as
defined herein), and which we do not expect will adversely affect the Guarantor and Collateral coverage. Subject to the Agreed Security
Principles and covering the same assets as those pledged as security under our Revolving Credit Facility (as defined herein), certain
operating facilities and hedging obligations will be secured on a "super priority" basis and will receive proceeds from the enforcement of the
Collateral ahead of the Notes.
The security interests and the Notes Guarantees, as well as certain claims against the Issuer, will be subject to significant contractual and
legal limitations. Security interests and guarantees may be released under certain circumstances.
These listing particulars include information on the terms of the Notes and the Notes Guarantees, including redemption and repurchase
prices, security, covenants and transfer restrictions. For a detailed description of the Notes, see "Description of the Notes."
There is currently no public market for the Notes. Application has been made to the Irish Stock Exchange for the approval of this document as
listing particulars and for the Notes to be admitted to the Official List and to trade on the Global Exchange Market, which is the exchange
regulated market of the Irish Stock Exchange. The Global Exchange Market is not a regulated market for purposes of Directive 2004/39/EC.
There are no assurances that the Notes will be admitted to the Official List of the Irish Stock Exchange and admitted for trading on the Global
Exchange Market.
Investing in the Notes involves risks. See "Risk Factors" beginning on page 34 for a discussion of
certain risks that you should consider in connection with an investment in any of the Notes.
Notes price: 100% of principal plus accrued interest, if any, from the Issue Date.
The Notes and the Notes Guarantees have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended
(the "U.S. Securities Act"), or the securities laws of any other jurisdiction, and may not be offered or sold within the United States or to,
or for the account or benefit of, U.S. persons (as defined in Regulation S under the U.S. Securities Act), except pursuant to an
exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act. In the United States, the
Offering is being made only to "qualified institutional buyers" (as defined in Rule 144A under the U.S. Securities Act) in reliance on Rule
144A under the U.S. Securities Act. Prospective purchasers that are qualified institutional buyers are hereby notified that the Initial
Purchasers of the Notes may be relying on the exemption from the provisions of Section 5 of the U.S. Securities Act provided by Rule
144A thereunder. Outside the United States, the Offering is being made in reliance on Regulation S under the U.S. Securities Act. The
Notes are not transferable except in accordance with the restrictions described under "Transfer Restrictions."
The Notes will be issued in registered form in denominations of 100,000 and integral multiples of 1,000 in excess thereof. The Notes
will be represented on issue by global notes. The Notes will be delivered through Euroclear Bank SA/NV ("Euroclear") and Clearstream
Banking, société anonyme ("Clearstream") on or about May 5, 2017 (the "Issue Date").
Joint Global Coordinators and Lead Bookrunning Managers
J.P. Morgan
Barclays
BofA Merrill Lynch
Joint Bookrunners
Deutsche Bank
Goldman Sachs International
The date of these listing particulars is August 10, 2017

TABLE OF CONTENTS
Notice to Investors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
iii
Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
The Offering . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
16
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
34
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
61
Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
62
Selected Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
64
Management's Discussion and Analysis of Our Financial Condition and Results of Operations . . .
69
Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
99
Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
134
Related Party Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
139
Principal Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
142
Description of Other Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
144
Description of the Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
176
Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
258
Certain ERISA Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
269
Certain Limitations on Validity and Enforceability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
271
Book-Entry, Delivery and Form . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
282
Transfer Restrictions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
286
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
289
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
291
Independent Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
291
Enforceability of Judgments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
292
Where You Can Find More Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
297
Listing and General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
298
We have not authorized anyone to provide any information or to make any representations other than
those contained in these listing particulars. We take no responsibility for, and can provide no
assurance as to the reliability of, any other information that others may give you. The information
contained in these listing particulars is current only as of its date. Our business, financial condition,
results of operations and prospects may have changed since that date.
We have prepared these listing particulars, and we are solely responsible for its contents. You are
responsible for making your own examination of us and your own assessment of the merits and risks of
investing in the Notes. In making your investment decision, you should not consider any information in
these listing particulars to be investment, legal or tax advice. You should consult your own counsel,
accountant and other advisors for legal, tax, business, financial and related advice regarding
purchasing the Notes. By purchasing the Notes, you will be deemed to have acknowledged that:
·
you have reviewed these listing particulars;
·
you have had an opportunity to request, receive and review additional information that you need
from us;
·
you have made certain acknowledgements, representations and agreements as set forth under
the caption "Transfer Restrictions;" and
·
the Initial Purchasers are not responsible for, and are not making any representation to you
concerning, our future performance or the accuracy or completeness of these listing particulars.
i

THE NOTES OFFERED HEREBY HAVE NOT BEEN RECOMMENDED BY ANY U.S. FEDERAL OR
STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE
FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE
ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
The distribution of these listing particulars and the Offering and sale of the Notes in certain jurisdictions
may be restricted by law. J.P. Morgan Securities plc, Barclays Bank plc, Merrill Lynch International,
Deutsche Bank AG, London Branch and Goldman Sachs International (together, the "Initial
Purchasers") and the Issuer require persons into whose possession these listing particulars come to
inform themselves about and to observe any such restrictions. These listing particulars do not
constitute an offer of, or an invitation to purchase, any of the Notes. For a description of certain
restrictions on offers, sales and resales of Notes and distribution of these listing particulars, see
"Transfer Restrictions."
The Notes are subject to restrictions on transferability and resale and may not be transferred or resold
except as permitted under the U.S. Securities Act and all other applicable securities laws. See "Plan of
Distribution" and "Transfer Restrictions." You should be aware that you may be required to bear the
financial risks of this investment for an indefinite period of time.
We have prepared these listing particulars solely for use in connection with the Offering. In the U.S.,
you may not distribute these listing particulars or make copies of it without our prior written consent
other than to people you have retained to advise you in connection with the Offering.
These listing particulars summarize material documents and other information, and we refer you to
them for a more complete understanding of what we discuss in these listing particulars. In making an
investment decision, you must rely on your own examination of us and the terms of the Offering and
the Notes, including the merits and risks involved. See "Where You Can Find More Information."
We reserve the right to withdraw the Offering of the Notes at any time, 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. Any Initial
Purchaser or certain of their affiliates may acquire for their own account a portion of the Notes.
Application has been made to list the Notes on the Official List of the Irish Stock Exchange and to
admit the Notes to trading on the Global Exchange Market, and the Issuer has submitted these listing
particulars to the Irish Stock Exchange in connection with the listing application.
See "Risk Factors," for a description of some important risks related to an investment in the Notes.
STABILIZATION
IN CONNECTION WITH THE OFFERING, J.P. MORGAN SECURITIES PLC (THE "STABILIZING
MANAGER") (OR ANY PERSON ACTING ON BEHALF OF THE STABILIZING MANAGER) MAY
OVER-ALLOT OR EFFECT TRANSACTIONS FOR A LIMITED PERIOD OF TIME WITH A VIEW TO
SUPPORTING THE MARKET PRICES OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH
MIGHT OTHERWISE PREVAIL. HOWEVER, J.P. MORGAN SECURITIES PLC IS NOT OBLIGATED
TO DO THIS AND THERE CAN BE NO ASSURANCE THAT THE STABILIZING MANAGER (OR
ANY PERSON ACTING ON BEHALF OF THE STABILIZING MANAGER) WILL UNDERTAKE
STABILIZATION ACTION. ANY STABILIZATION ACTION, IF COMMENCED, MAY BEGIN ON OR
AFTER THE DATE OF ADEQUATE PUBLIC DISCLOSURE OF THE FINAL TERMS OF THE OFFER
OF THE NOTES AND MAY BE ENDED 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 ALLOTMENT OF THE NOTES. ANY STABILIZATION ACTION OR OVER
ALLOTMENT MUST BE CONDUCTED BY THE STABILIZATION MANAGER (OR PERSON(S)
ACTING ON BEHALF OF THE STABILIZATION MANAGER) IN ACCORDANCE WITH ALL
APPLICABLE LAWS AND RULES.
ii

Notice to Investors
United States
The Notes will be sold outside the United States to non-U.S. persons in offshore transactions pursuant
to Regulation S of the Securities Act and within the United States to qualified institutional buyers
pursuant to Rule 144A of the Securities Act. The Notes and the Notes Guarantees have not been and
will not be registered under the Securities Act and the Notes may not be offered or sold within the
United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption
from, or in a transaction not subject to, registration requirements of the Securities Act. The Notes shall
not be offered, sold or delivered (i) as part of an Initial Purchaser's distribution at any time or
(ii) otherwise until 40 days after the later of the commencement of the offering and the latest closing
date, within the United States or to, or for the account or benefit of, U.S. persons, except pursuant to
Rule 144A of the Securities Act and each dealer to which Notes have been sold during the distribution
compliance period will be sent a confirmation or other notice setting forth the restrictions on offers and
sales of the Notes within the United States or to, or for the account or benefit of, U.S. persons.
United Kingdom
These listing particulars are for distribution only to, and is only directed at, 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 or (iii) 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 Notes may
otherwise lawfully be communicated (all such persons together being referred to as "relevant
persons"). These listing particulars are 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
document relates is available only to relevant persons and will be engaged in only with relevant
persons. The Notes are being offered solely to "qualified investors" as defined in the Prospectus
Directive and accordingly the offer of Notes is not subject to the obligation to publish a prospectus
within the meaning of the Prospectus Directive.
European Economic Area
These listing particulars have been prepared on the basis that all offers of Notes will be made pursuant
to an exemption under the Prospectus Directive, as amended, as implemented in member states of the
European Economic Area ("EEA"), from the requirement to produce a prospectus for offers of the
Notes. Accordingly, any person making or intending to make any offer within the EEA of the Notes
which are the subject of the Offering must only do so in circumstances in which no obligation arises for
the Issuer, any of the Guarantors or any of the Initial Purchasers to produce a prospectus for such
offer. None of the Issuer, the Guarantors or any Initial Purchaser has authorized, nor do they authorize,
the making of any offer of the Notes through any financial intermediary, other than offers made by the
Initial Purchasers, which constitute the final placement of the Notes. The expression "Prospectus
Directive" means Directive 2003/71/EC of the European Parliament and of the Council of 4 November
2003 (as amended, including by Directive 2010/73/EU), and includes any relevant implementing
measure in the Relevant Member State (as defined below).
In relation to each Member State of 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 (the "Relevant Implementation Date"), no offer has been
made and no offer will be made of the Notes to the public in that Relevant Member State prior to the
publication of a prospectus in relation to the Notes that has been approved by the competent authority
in that Relevant Member State or, where appropriate, approved in another Relevant Member State and
notified to the competent authority in that Relevant Member State, all in accordance with the
Prospectus Directive, except that, with effect from and including the Relevant Implementation Date, an
offer of the Notes may be made to the public in that Relevant Member State at any time to:
·
"qualified investor" as defined in the Prospectus Directive;
iii

·
fewer than 150 natural or legal persons (other than qualified investors as defined in the
Prospectus Directive) in any Relevant Member State subject to obtaining the prior consent of the
Initial Purchasers; or
·
in any other circumstances falling within Article 3(2) of the Prospectus Directive,
provided that no such offer of Notes shall result in a requirement for the publication by the Issuer or
any Initial Purchaser of a prospectus pursuant to Article 3 of the Prospectus Directive or any measure
implementing the Prospectus Directive in a Relevant Member State.
For the purposes of this provision, the expression "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 such expression may be varied in the Relevant Member
State by any measure implementing the Prospectus Directive in that Relevant Member State. Each
subscriber for or purchaser of the Notes in the offering located within a Relevant Member State will be
deemed to have represented, acknowledged and agreed that it is a "qualified investor" within the
meaning of Article 2(1)(e) of the Prospectus Directive. The Issuers, the Guarantors, the Initial
Purchasers and their affiliates, our legal advisors and others will rely upon the truth and accuracy of the
foregoing representation, acknowledgement and agreement. Notwithstanding the above, a person who
is not a qualified investor and who has notified the Initial Purchasers of such fact in writing may, with
the consent of the Initial Purchasers, be permitted to subscribe for or purchase the Notes in the
offering.
Germany
In the Federal Republic of Germany, the Notes may only be offered and sold in accordance with the
provisions of the Securities Prospectus Act of the Federal Republic of Germany (the "Securities
Prospectus Act," Wertpapierprospektgesetz, WpPG) and any other applicable German law. No
application has been made under German law to offer the Notes to the public in or out of the Federal
Republic of Germany. The Notes are not registered or authorized for distribution under the Securities
Prospectus Act and accordingly may not be, and are not being, offered or advertised publicly or by
public promotion. In Germany, the Notes will only be available to, and these listing particulars and any
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 or who
are subject of another exemption in accordance with Section 3 para. 2 of the Securities Prospectus
Act. Any resale of the Notes in Germany may only be made in accordance with the Securities
Prospectus Act and other applicable laws.
Denmark
These listing particulars have not been filed with or approved by the Danish Financial Supervisory
Authority or any other regulatory authority in Denmark. The Notes have not been offered or sold and
may not be offered, sold or delivered directly or indirectly in Denmark by way of a public offering,
unless in compliance with Chapter 6 or Chapter 12 of the Danish Act on Trading in Securities and
Executive Orders issued pursuant thereto as amended from time to time.
France
These listing particulars have not been prepared and is not being distributed 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) (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 these listing particulars nor any offering or marketing materials relating to the Notes must 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 to qualified investors (investisseurs qualifiés), other
than individuals, acting for their own account and/or to providers of investment services relating to
iv

portfolio management for the account of third parties (personnes fournissant le service
d'investissement de gestion de portefeuille pour le compte de tiers), all as defined in and in accordance
with Articles L. 411-1, L. 411-2 and D. 411-1, of the French Code monétaire et financier.
Prospective investors are informed that:
(a)
these listing particulars have not been and will not be submitted for clearance to the AMF;
(b)
in compliance with Articles L. 411-2 and D. 411-1 of the French Code monétaire et financier, any
qualified investors subscribing for the Notes should be acting for their own account; and
(c)
the direct and indirect distribution or sale to the public of the Notes acquired by them may only be
made in compliance with 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.
The Netherlands
For selling restrictions in respect of the Netherlands, see "--European Economic Area" above and in
addition:
(a)
Specific Dutch selling restriction for exempt offers: Each Initial Purchaser has represented and
agreed that it has not made and will not make an offer of the Notes which are the subject of the
Offering to the public in the Netherlands other than to qualified investors (within the meaning of
the Prospectus Directive). No approved prospectus within the meaning of the Prospectus
Directive is required to be made generally available in connection with the Offering.
For the purposes of this provision, the expressions (i) an "offer of the Notes to the public" in relation to
any Notes in the Netherlands; and (ii) "Prospectus Directive," have the meaning given to them above in
the paragraph headed "--European Economic Area."
(b)
Regulatory capacity to offer the Notes in the Netherlands: Each Initial Purchaser which did and
does not have the requisite Dutch regulatory capacity to make offers or sales of financial
instruments in the Netherlands has represented and agreed with the Issuers that it has not
offered or sold and will not offer or sell any of the Notes of the relevant Issuer in the Netherlands,
other than through one or more investment firms acting as principals and having the Dutch
regulatory capacity to make such offers or sales.
Spain
Neither the Notes nor these listing particulars have been or will be approved or registered in the
administrative registries of the Spanish Securities Markets Commission (Comisión Nacional del
Mercado de Valores). Accordingly, the Notes may not be offered, sold or distributed in Spain except in
circumstances which do not constitute a public offering of securities in Spain within the meaning of
section 30-bis of the Securities Market Law 24/1988 of 28 July 1988 (Ley 24/1988, de 28 de julio, del
Mercado de Valores) (as amended), or pursuant an exemption from registration in accordance with
Royal Decree 1310/2005 of 4 November on admission to listing and on issues and public offers of
securities (as amended) (Real Decreto 1310/2005 de 4 de noviembre, por el que se desarrolla
parcialmente la Ley 24/1988, de 28 de julio, de 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), and supplemental rules enacted thereunder or in substitution
thereof from time to time.
Italy
The offering of the Notes has not been registered pursuant to Italian securities legislation and,
accordingly, no Notes may be offered, sold or delivered, nor may copies of these listing particulars or
of any other document relating to the Notes be distributed in the Republic of Italy, except: (i) to
qualified investors (investitori qualificati), as defined pursuant to Article 100 of Legislative Decree
No. 58 of 24 February 1998, as amended (the Italian Financial Services Act) and Article 34-ter, first
paragraph, letter b) of Regulation No.11971 of 14 May 1999, as amended from time to time
(Regulation No.11971); or (ii) in other circumstances which are exempted from the rules on public
offerings pursuant to Article 100 of the Italian Financial Services Act and Article 34-ter of Regulation
No. 11971.
v

Any offer, sale or delivery of the Notes or distribution of copies of these listing particulars or any other
document relating to the Notes in the Republic of Italy under (i) or (ii) 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 Italian Financial Services Act, CONSOB Regulation
No.16190 of 23 October 2007 (as amended from time to time) and Legislative Decree No. 385 of
1 September 1993, as amended (the Banking Act); and
(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; or
(c)
in compliance with any other applicable laws and regulations, or requirement imposed by
CONSOB or any other Italian authority.
Prospective investors should note that in accordance with Article 100-bis of the Italian Financial
Services Act, where no exemption applies under (i) and (ii) above, Notes which are initially offered and
placed in Italy or abroad to qualified investors only but in the following year are regularly
(sistematicamente) distributed on the secondary market in Italy to non-qualified investors become
subject to the public offer and the prospectus requirement rules set out in the Financial Services Act
and Regulation No. 11971. Failure to comply with such rules may result in the sale of the Notes being
declared null and void and in the liability of the intermediary transferring the Notes for any damages
suffered by the investors.
Switzerland
These listing particulars, as well as any other material relating to the Notes which are the subject of the
Offering, do not constitute an issue prospectus pursuant to article 652a and/or article 1156 of the Swiss
Code of Obligations and may not comply with the Directive for Notes of Foreign Borrowers of the Swiss
Bankers Association. The Notes will not be listed on the SIX Swiss Exchange Ltd., and, therefore, the
documents relating to the Notes, including, but not limited to, these listing particulars, do not claim to
comply with the disclosure standards of the Swiss Code of Obligations and the listing rules of SIX
Swiss Exchange Ltd and corresponding prospectus schemes annexed to the listing rules of the SIX
Swiss Exchange Ltd. The Notes are being offered in Switzerland by way of a private placement (i.e., to
a limited number of selected investors only), without any public advertisement and only to investors
who do not purchase the Notes with the intention to distribute them to the public. The investors will be
individually approached directly from time to time. These listing particulars, as well as any other
material relating to the Notes, is personal and confidential and does not constitute an offer to any other
person. These listing particulars, as well as any other material relating to the Notes, may only be used
by those investors to whom it has been handed out in connection with the offering described herein
and may neither directly nor indirectly be distributed or made available to other persons without the
Issuers' express consent. These listing particulars, as well as any other material relating to the Notes,
may not be used in connection with any other offer and shall in particular not be copied and/or
distributed to the public in (or from) Switzerland.
Australia
These listing particulars, as well as any prospectus, product disclosure document or other disclosure
document (as defined in the Corporations Act 2001 of Australia ("Corporations Act")) in relation to the
Offering or any Notes has not been nor will be lodged with ASIC. The following is prohibited:
(a)
making or inviting an offer of the Notes for issue or sale in Australia (including an offer or
invitation which is received by a person in Australia); and
(b)
distributing or publishing any listing particulars or any other offering material or advertisement
relating to any Notes in Australia,
unless (i) the aggregate consideration payable by each offeree is at least A$500,000 (or its equivalent
in an alternate currency) (disregarding moneys lent by the offeror or its associates) or the offer
otherwise does not require disclosure to investors in accordance with Part 6D.2 or Chapter 7 of the
Corporations Act, (ii) such offer is not made to a person who is a "retail client" for the purposes of
section 761G of the Corporations Act, (iii) such action complies with applicable laws and directives and
(iv) such action does not require any document to be lodged with ASIC.
vi

Brazil
The Issuer, the Offering and the Notes have not been nor will be registered with the CVM (Comissão
de Valores Mobiliários), the Brazilian Securities Commission. Any public placement, distribution or
offering of the Notes in Brazil, as defined under Brazilian securities laws and regulations, requires prior
registration under Law No. 6,385, of December 7, 1976, as amended, and Instruction No. 400, issued
by the CVM on December 29, 2003, as amended. These listing particulars, as well as any prospectus,
product disclosure document or other disclosure document relating to the Offering or the Notes, as well
as information contained therein, may not be supplied to the public in Brazil (as the offering of the
notes is not a public offering of securities in Brazil), nor be used in connection with any offer for
subscription or sale of the Notes to the public in Brazil.
The Notes have not been and will not be issued nor publicly placed, distributed, offered or negotiated
in Brazil.
vii

USE OF TERMS
Unless otherwise specified or the context requires otherwise in these listing particulars, references to:
·
"Agreed Security Principles" are to the "Agreed Security Principles" to be set out in an annex to the
Indenture;
·
"AML" are to anti-money laundering;
·
"AmTrust" are to AmTrust International Insurance Company Ltd., a Bermuda based insurance
company;
·
"APAC" are to the Asia Pacific Australia and China region, excluding Australia and New Zealand;
·
"Apax Funds" are to one or more funds or limited partnerships advised by Apax Partners LLP or
managed by Apax Partners Europe Managers Limited or any of its affiliates or direct or indirect
subsidiaries from time to time;
·
"ASIC" means the Australian Securities and Investments Commission;
·
"ATM" are to automatic teller machine;
·
"Australian Guarantors" are to Travelex Australia Holdings Proprietary Limited and Travelex
Limited, which are each organized under the laws of Australia, and have provided guarantees in
respect of the Notes effective June 16, 2017;
·
"Brazil" are to our Brazilian operations through Grupo Confidence and Renova;
·
"Brazilian Guarantor" are to Travelex do Brasil Holding Societaria Ltda, which is organized under
the laws of Brazil, and is expected to guarantee the Notes within 180 days of the Issue Date;
·
"BRS Personal Investments" are to BRS Personal Investments Limited, a company incorporated in
the British Virgin Islands and 100% owned by our ultimate controlling party, Dr. B.R. Shetty;
·
"Central and Shared Costs" include finance, legal, compliance, human resources, information
technology, marketing and other functional costs as well as bonus costs for the Group;
·
"Collateral" are to the security in favor of the Notes and the Notes Guarantees. See "Description of
the Notes--Security--The Collateral;"
·
the "Company" are to TP Financing 3 Limited, incorporated in Jersey and registered with number
89659;
·
"DBEs" are to disadvantaged business enterprises, business owned by socially and economically
disadvantaged individuals in accordance with U.S. state and federal requirements;
·
"Dr. B.R. Shetty" are to Dr. Bavaguthu Raghuram Shetty;
·
"DCC" are to dynamic currency conversion, a service which allows travelers to pay for goods or
withdraw cash from ATMs in the currency of issue of their card rather than in the currency of the
country they are in;
·
"DNB" are to De Nederlandsche Bank N.V.;
·
"English Guarantors" are to, collectively, Travelex Agency Services Limited, Travelex Banknotes
Limited, Travelex Central Services Limited, Travelex Europe Limited, Travellers Exchange
Corporation Limited, Travelex Foreign Coin Services Limited, Travelex Group Limited, Travelex
Group Investments Limited, Travelex Italia Limited, Travelex Limited, Travelex UK Limited and
Travelex Currency Services Limited, each of which is organized under the laws of England and
Wales;
·
the "EU" are to the European Union;
·
"euro" or "" are to the lawful currency of the European Monetary Union;
·
"Existing Notes" are to the £200,000,000 8% Senior Secured Notes due 2018 and £150,000,000
Floating Rate Senior Secured Notes due 2018;
·
"Existing Revolving Credit Facility" are to the facilities made available under the revolving credit
facility agreement entered on July 24, 2013 among, inter alios, the Company and certain of its
subsidiaries and Deutsche Bank AG, London Branch, as facility agent and security agent;
viii

·
"French Disposal" are to the sale of the French Business to UAE Exchange UK Limited in January
2015;
·
"French Business" are to Banque Travelex S.A. and its wholly owned subsidiary Travelex Paris
SAS;
·
"Group" are to Holdings and its consolidated subsidiaries;
·
"Guarantors" are to the Company, the English Guarantors and the Non-English Guarantors. See
"Description of the Notes--Notes Guarantees;"
·
"hit rate" are to a term used by us as a key performance indicator in our Retail airport business,
generally calculated as the number of sales and purchase foreign currency transactions carried
out by the Group from any of our retail stores and/or ATM locations, divided by the number of
international passengers able to conduct a transaction in that location;
·
"HMRC" are to Her Majesty's Revenue & Customs;
·
"Holdings" are to Travelex Holdings Limited;
·
"IFRS" are to International Financial Reporting Standards, as adopted by the EU;
·
"independent" are to non-bank foreign exchange businesses;
·
"Initial Purchasers" are to J.P. Morgan Securities plc, Barclays Bank plc, Merrill Lynch
International, Deutsche Bank AG, London Branch and Goldman Sachs International;
·
"Intercreditor Agreement" are to the intercreditor agreement entered into on April 28, 2017, among,
inter alios, the Issuer, the Company, the English Guarantors, the Security Agent, the lenders and
agent under the Revolving Credit Facility, certain counterparties under hedging obligations and the
Trustee (which acceded on the Issue Date), to which the Non-English Guarantors will accede
when they accede to the Revolving Credit Facility and the Indenture;
·
"Indenture" are to the indenture to be dated the Issue Date, as amended and supplemented from
time to time, governing the Notes by and among, inter alios, the Issuer, the Company, the English
Guarantors, the Trustee and the Security Agent. The Non-English Guarantors will not be party to
the Indenture on the Issue Date. See "Description of the Notes--Notes Guarantees;"
·
"Insurance" are to the revenue generated by ancillary businesses including our issuing business
and, prior to its sale, our TIS business;
·
"Issue Date" are to the date of issuance of the Notes;
·
the "Issuer" are to Travelex Financing plc, incorporated in England and Wales under the
Companies Act 2006 on June 12, 2013 and registered with number 8566601;
·
"LHR" are to London Heathrow Airport;
·
"MLROs" are to money laundering reporting officers;
·
"MSB" are to Monetary Services Business;
·
"Non-English Guarantors" are to Travelex America Holdings, Inc., Travelex America, Inc., Travelex
Currency Services, Inc., Travelex Australia Holdings Proprietary Limited, Travelex Limited
(Australia), Travelex Japan KK, Travelex N.V. and Travelex do Brasil Holding Societaria Ltda.;
·
"Notes" are to the 360.0 million aggregate principal amount of 8% senior secured notes due 2022
offered hereby;
·
"Notes Guarantees" are to the unconditional guarantees of the Notes by the Guarantors;
·
"Offering" are to the offering of the Notes;
·
"Paying Agent" are to Deutsche Bank AG, London Branch;
·
"Payments and Technology" are to the Group's payments and technology operations and digital
business, including international payments, e-wallets and e-cards, online foreign exchange,
currency select and location technology;
·
"POS" are to point of sale;
·
"pound," "pounds sterling," "sterling" or "£" are to the lawful currency of the United Kingdom;
·
"Registrar" are to Deutsche Bank Luxembourg S.A.;
ix