Obligation JLR Automotive PLC 6.875% ( XS2010037682 ) en EUR

Société émettrice JLR Automotive PLC
Prix sur le marché refresh price now   100 %  ▼ 
Pays  Royaume-Uni
Code ISIN  XS2010037682 ( en EUR )
Coupon 6.875% par an ( paiement semestriel )
Echéance 15/11/2026



Prospectus brochure de l'obligation Jaguar Land Rover Automotive PLC XS2010037682 en EUR 6.875%, échéance 15/11/2026


Montant Minimal 100 000 EUR
Montant de l'émission 500 000 000 EUR
Prochain Coupon 15/05/2025 ( Dans 5 jours )
Description détaillée 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 XS2010037682, paye un coupon de 6.875% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/11/2026







This offering memorandum constitutes a prospectus for purposes of Part IV of the Luxembourg law on prospectus for securities dated
July 16, 2019.
OFFERING MEMORANDUM
Not for General Circulation in the United States
Jaguar Land Rover Automotive plc
200,000,000 6.875% Senior Notes due 2026
Guaranteed on a senior unsecured basis by Jaguar Land Rover Limited
and Jaguar Land Rover Holdings Limited
The 6.875% Senior Notes due 2026 will be issued in the aggregate principal amount of 200,000,000 (the
"Additional 2026 Notes"). The Additional 2026 Notes will be issued under a supplemental indenture dated the Issue Date to
the indenture dated 26 November 2019, as amended and supplemented from time to time, (the "Indenture"), governing the
previously issued 500,000,000 5.875% Senior Notes due 2024 (the "Existing 2024 Notes") and the 300,000,000 6.875%
Senior Notes due 2026 (the "Existing 2026 Notes" and, together with the Additional 2026 Notes, the "2026 Notes"). We refer
to the Existing 2024 Notes together with the Existing 2026 Notes as the "Original Notes" and to the Original Notes together
with the Additional 2026 Notes as the "Notes". The Additional 2026 Notes will have the same terms and conditions as the
Existing 2026 Notes except as otherwise provided therein, and will constitute a single series with, and are expected to be
fungible with, the Existing 2026 Notes for all purposes under the Indenture, including, without limitation, waivers,
amendments, redemptions and offers to purchase. The 2026 Notes will bear interest at the rate of 6.875% per annum, payable
semi-annually in arrears on 15 May and 15 November each year, beginning on 15 May 2020. The 2026 Notes will mature on
15 November 2026. Jaguar Land Rover Automotive plc (the "Issuer") may redeem the 2026 Notes, in whole or in part, at any
time at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to the redemption date, plus the
"make-whole" premium set forth in this offering memorandum. In addition, the Issuer may redeem all of the 2026 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 2026 Notes. In the event of a Change of Control Repurchase Event (as
defined herein), the Issuer must make an offer to purchase the 2026 Notes at a purchase price equal to 101% of the principal
amount thereof, plus accrued and unpaid interest to the date of purchase.
The Existing 2024 Notes and Existing 2026 Notes are, and the Additional 2026 Notes will be, the Issuer's senior
obligations ranking equally in right of payment with all existing and future indebtedness of the Issuer that is not subordinated
(and is not senior) in right of payment to the Notes and will be senior in right of payment to all existing and future
indebtedness of the Issuer that is subordinated in right of payment to the Notes. The Existing 2024 Notes and Existing 2026
Notes are, and the Additional 2026 Notes will be, fully and unconditionally guaranteed on a senior unsecured basis by Jaguar
Land Rover Limited and Jaguar Land Rover Holdings Limited (the "Guarantors"). The guarantees of the Existing 2024 Notes
and Existing 2026 Notes by each of the Guarantors rank, and the guarantees of the Additional 2026 Notes (the "Note
Guarantees") will rank, equally in right of payment with all of the existing and future indebtedness of such Guarantor that is
not subordinated in right of payment to the Note 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 Additional 2026 Notes
and the Note Guarantees will also be effectively subordinated to all of the Issuer's and each of the Guarantors' existing and
future secured debt to the extent of the value of the assets securing such debt and to all existing and future debt of all the
Issuer's subsidiaries that do not guarantee the 2026 Additional Notes.
Application has been made to admit the Additional 2026 Notes to the Official List of the Luxembourg Stock
Exchange and to trading on the Luxembourg Stock Exchange's Euro MTF market (the "Euro MTF Market"). The Euro MTF
Market is not a regulated market pursuant to the provisions of Directive 2014/65/EU (as amended, "MiFID II"). There is no
assurance that the Additional 2026 Notes will be listed on the Official List of the Luxembourg Stock Exchange and admitted
to trading on the Euro MTF Market thereof.
Investing in the Notes involves risks. Please see "Risk Factors" beginning on page 32.
The Additional 2026 Notes and the Note Guarantees have not been registered under the US Securities Act of 1933,
as amended (the "US Securities Act"), or any state securities laws. Accordingly, the Additional 2026 Notes and the Note
Guarantees are being offered and sold only to qualified institutional buyers ("QIBs") in accordance with Rule 144A under the
US Securities Act ("Rule 144A") and 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 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.
Price of the Additional 2026 Notes: 105.25% plus accrued interest, if any, from and including 26 November 2019
The Additional 2026 Notes will be issued in the form of global notes in registered form. Please see "Book-entry; Delivery
and Form".
Joint Global Coordinators and Bookrunners
J.P. Morgan
Citigroup
Goldman Sachs International
Joint Bookrunners
ANZ
Barclays
BNP PARIBAS
Crédit Agricole
DBS Bank Ltd.
CIB
HSBC
Mizuho Securities
NatWest Markets
Standard Chartered Bank
20 December 2019


TABLE OF CONTENTS
Page
Important Information ................................................................................................................
ii
Defined Terms Used in This Offering Memorandum ........................................................................
vii
Presentation of Financial and Other Data .......................................................................................
xii
Industry and Market Data............................................................................................................
xix
Forward-Looking Statements .......................................................................................................
xx
Exchange Rates......................................................................................................................... xxiii
Summary .................................................................................................................................
1
Corporate and Financing Structure ................................................................................................
16
The Offering.............................................................................................................................
18
Summary Consolidated Financial and Other Data ............................................................................
21
Risk Factors .............................................................................................................................
32
Use of Proceeds ........................................................................................................................
64
Capitalisation ...........................................................................................................................
65
Selected Consolidated Financial and Other Data ..............................................................................
67
Operating and Financial Review and Prospects ...............................................................................
71
Our Business ............................................................................................................................
113
Board of Directors and Board of Management ................................................................................
149
Major Shareholders and Related Party Transactions .........................................................................
155
Description of Other Indebtedness ................................................................................................
157
Description of the Notes .............................................................................................................
175
Book-Entry; Delivery and Form ...................................................................................................
200
Taxation ..................................................................................................................................
205
Plan of Distribution....................................................................................................................
212
Notice to Investors.....................................................................................................................
215
Legal Matters ...........................................................................................................................
219
Independent Auditors .................................................................................................................
220
Service of Process and Enforcement of Judgments ...........................................................................
221
Where You Can Find More Information.........................................................................................
223
Listing and General Information ...................................................................................................
224
Glossary of Selected Terms .........................................................................................................
226
Index to the Consolidated Financial Statements ...............................................................................
F-1
i


IMPORTANT INFORMATION
None of the Issuer, the Guarantors or J.P. Morgan Securities plc, Citigroup Global Markets
Limited, Goldman Sachs International, Australia and New Zealand Banking Group Limited, Barclays
Bank PLC, BNP Paribas, Crédit Agricole Corporate and Investment Bank, DBS Bank Ltd., HSBC Bank
plc, Mizuho International plc, NatWest Markets Plc and Standard Chartered Bank (collectively, 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 (this "Offering Memorandum"). The Issuer, the
Guarantors and the initial purchasers take no responsibility for, and can provide no assurance as to the
reliability of, any other information that others may give you. None of the Issuer, the Guarantors or the
initial purchasers is making an offering of the Additional 2026 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 is confidential and has been prepared by the Issuer solely for use in
connection with the proposed offering of the Additional 2026 Notes described in this Offering Memorandum and
for application for listing particulars to be approved by the Luxembourg Stock Exchange and for the Additional
2026 Notes to be admitted to the Official List of the Luxembourg Stock Exchange and admitted to trading on its
Euro MTF Market. This Offering Memorandum is personal to each offeree and does not constitute an offer to
any other person or to the public generally to subscribe for or otherwise acquire Notes. Distribution of this
Offering Memorandum to any person other than the prospective investor and any person retained to advise such
prospective investor with respect to the purchase of Notes is unauthorised, and any disclosure of any of the
contents of this Offering Memorandum, without the Issuer's prior written consent, is prohibited. Each
prospective investor, by accepting delivery of this Offering Memorandum, agrees to the foregoing and to make
no photocopies of this Offering Memorandum or any documents referred to in this Offering Memorandum.
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 the Issuer 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
ii


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, S.A. ("Clearstream") currently in effect. While the Issuer accepts responsibility for accurately
summarising the information concerning Euroclear and Clearstream, 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 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 Additional 2026 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
Additional 2026 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 Additional
2026 Notes, for any reason. The Issuer and the initial purchasers also reserve the right to sell less than all of the
Additional 2026 Notes offered by this Offering Memorandum or to sell to any purchaser less than the amount of
Additional 2026 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 Issuer intends to list the 2026 Notes on the Official List of the Luxembourg Stock Exchange and for
the Notes to be admitted to trading on its Euro MTF Market, and has submitted this Offering Memorandum to the
competent authority in connection with the listing application. In the course of any review by the competent
authority, the Issuer may be required (under applicable law, rules, regulations or guidance applicable to the
listing of securities or otherwise) to make certain changes or additions to or deletions from the description of its
business, financial statements and other information contained herein in producing listing particulars for such
listing. Comments by the competent authority may require significant modification or reformulation of
information contained in this Offering Memorandum and/or may require the inclusion of additional information
in the listing particulars. The Issuer may also be required to update the information in this Offering Memorandum
to reflect changes in our business, financial condition or results of operations and prospects since the publication
of this Offering Memorandum. We cannot guarantee that our application for admission of the Notes to trading on
the Euro MTF Market of the Luxembourg Stock Exchange and to list the Notes on the Official List of the
iii


Luxembourg Stock Exchange will be approved as at the settlement date for the Notes or any date thereafter, and
settlement of the Notes is not conditioned on obtaining this listing. Following the listing, the relevant listing
particulars will be available at the offices of Milbank LLP in London. Any investor or potential investor in the
European Economic Area (the "EEA") should not base any investment decision relating to the Notes on the
information contained in this document after publication of the listing particulars and should refer instead to
those listing particulars.
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 will be 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 in the United States and may be a criminal offence in other
countries.
THE 2026 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
2026 NOTES TO THE PUBLIC.
NOTICE TO EEA INVESTORS
This Offering Memorandum has been prepared on the basis that any offer of the securities referred to
herein in any member state of the European Economic Area ("EEA") will be made pursuant to an exemption
under Regulation (EU) 2017/1129 (the "Prospectus Regulation") from the requirement to publish a prospectus
for offers of the securities referred to herein. Accordingly any person making or intending to make an offer in a
iv


member state of 2026 Notes which are the subject of the offering contemplated in 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 Regulation, in each case, 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 any of the initial purchasers to publish a
prospectus for such offer.
MiFID II Product Governance/Professional Investors and ECPs Only Target Market: Solely for
the purposes of each manufacturer's product approval process, the target market assessment in respect of the
Notes has led to the conclusion that: (i) the target market for the 2026 Notes is eligible counterparties and
professional clients only, each as defined in Directive 2014/65/EU (as amended, "MiFID II"); and (ii) all
channels for distribution of the 2026 Notes to eligible counterparties and professional clients are appropriate.
Any person subsequently offering, selling or recommending the 2026 Notes (a "distributor") should take into
consideration the manufacturers' target market assessment; however, a distributor subject to MiFID II is
responsible for undertaking its own target market assessment in respect of the 2026 Notes (by either adopting or
refining the manufacturers' target market assessment) and determining appropriate distribution channels.
PRIIPs Regulation/Prohibition of Sales to EEA Retail Investors: The Notes described in this
Offering Memorandum are not intended to be offered, sold or otherwise made available to and should not be
offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a retail investor
means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or
(ii) a customer within the meaning of Directive 2016/97/EU (as amended, the "Insurance Distribution
Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1)
of MiFID II. Consequently no key information document required by Regulation (EU) No 1286/2014 (as
amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail
investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them
available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
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 TO CANADIAN INVESTORS
The Notes may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are
accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of
the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration
Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the Notes must be made in
accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable
securities laws.
v


Securities legislation in certain provinces or territories of Canada may provide a purchaser with
remedies for rescission or damages if this Offering Memorandum (including any amendment thereto) contains a
misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the
time limit prescribed by the securities legislation of the purchaser's province or territory. The purchaser should
refer to any applicable provisions of the securities legislation of the purchaser's province or territory for
particulars of these rights or consult with a legal advisor.
Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts ("NI 33-105"), the
initial purchasers are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter
conflicts of interest in connection with this offering.
NOTICE 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, J.P. Morgan Securities plc (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 2026 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.
vi


DEFINED TERMS USED IN THIS OFFERING MEMORANDUM
The following terms used in this Offering Memorandum have the meanings assigned to them below.
Notes
"January 2013 Notes" ......................... The existing $500,000,000 5.625% Senior Notes due 2023 issued
28 January 2013.
"January 2014 Notes" ......................... The existing £400,000,000 5.000% Senior Notes due 2022 issued
31 January 2014.
"October 2014 Notes" ......................... The $500,000,000 4.250% Senior Notes due 2019 issued 31 October
2014, redeemed in full on 15 November 2019.
"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.
"January 2017 Euro Notes" .................. The existing 650,000,000 2.200% Senior Notes due 2024 issued
17 January 2017.
"January 2017 Pound Notes" ................ The existing £300,000,000 2.750% Senior Notes due 2021 issued
24 January 2017.
"January 2017 Notes" ......................... The January 2017 Euro Notes and the January 2017 Pound Notes.
"October 2017 Notes" ......................... The existing $500,000,000 4.500% Senior Notes due 2027 issued
10 October 2017.
"September 2018 Notes" ..................... The existing 500,000,000 4.500% Senior Notes due 2026 issued
14 September 2018.
"November 2019 Notes"...................... The existing 500,000,000 5.875% Senior Notes due 2024 and the
existing 300,000,000 6.875% Senior Notes due 2026 issued
26 November 2019.
"Existing Notes" ................................ The January 2013 Notes, the January 2014 Notes, the February 2015
Notes, the March 2015 Notes, the January 2017 Euro Notes, the
January 2017 Pound Notes, the October 2017 Notes, the September
2018 Notes and the November 2019 Notes.
Certain Other Terms
"Adjusted EBIT"................................ Defined as per Adjusted EBITDA but including share of profit/loss
from equity accounted investments, depreciation and amortisation.
"Adjusted EBIT margin" ..................... Defined as Adjusted EBIT divided by revenue.
"Adjusted EBITDA" ........................... Defined as profit before income tax expense, exceptional items,
finance expense (net of capitalised interest), finance income, gains/
losses on unrealised derivatives and debt, gains/losses on realised
derivatives entered into for the purpose of hedging debt, unrealised
fair value gains/losses on equity investments, share of profit/loss from
equity accounted investments, depreciation and amortisation.
vii


"Board" or "board of directors"............. The board of directors of the Issuer.
"Brexit"............................................ The exit of the United Kingdom from the European Union formally
initiated by the United Kingdom government on 29 March 2017.
British pounds", "GBP", pounds
sterling", "sterling", or "£" ............... Pounds sterling, the currency of the United Kingdom of Great Britain
and Northern Ireland.
"Chery" ............................................ Chery Automobile Company Ltd.
"China Joint Venture" ......................... Chery Jaguar Land Rover Automotive Co., Ltd., our joint venture
with Chery to develop, manufacture and sell certain Jaguar Land
Rover vehicles and at least one own-branded vehicle in China.
"Chinese yuan" or "CNY" ................... Chinese yuan, the currency of the People's Republic of China.
"COSO" ........................................... Committee of Sponsoring Organizations of the Treadway
Commission.
"EMC"............................................. The engine manufacturing centre in Wolverhampton.
"euro" or "" ..................................... Euro, the currency of the member states of the European Union
participating in the European Monetary Union.
"Fiscal 2017" .................................... Year beginning 1 April 2016 and ended 31 March 2017.
"Fiscal 2018" .................................... Year beginning 1 April 2017 and ended 31 March 2018.
"Fiscal 2019" .................................... Year beginning 1 April 2018 and ended 31 March 2019.
"Fiscal 2020" .................................... Year beginning 1 April 2019 and ending 31 March 2020.
"Fiscal 2021" .................................... Year beginning 1 April 2020 and ending 31 March 2021.
"Fiscal 2022" .................................... Year beginning 1 April 2021 and ending 31 March 2022.
"Fiscal 2023" .................................... Year beginning 1 April 2022 and ending 31 March 2023.
"Fiscal 2024" .................................... Year beginning 1 April 2023 and ending 31 March 2024.
"Fiscal year" ..................................... Year beginning 1 April and ending 31 March of the following year.
"Ford".............................................. Ford Motor Company and its subsidiaries.
"Free cash flow" ................................ Represents (i) for Fiscal 2019, Fiscal 2018 and Fiscal 2017 and for
the six months ended 30 September 2018, net cash generated from
operating activities less net cash used in investing activities
(excluding movements in short-term deposits) and after finance
expenses and fees and payments of lease obligations and (ii) for the
six months ended 30 September 2019, net cash generated from
operating activities less net cash used in investing activities
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(excluding movements in short-term deposits) and after finance
expenses and fees paid, in each case, free cash flow before financing
also includes foreign exchange gains/losses on short-term deposits
and cash and cash equivalents.
"IAS 11" .......................................... International Accounting Standard (IAS 11) Construction Contracts.
"IAS 17" .......................................... International Accounting Standard (IAS 17) Leases.
"IAS 18" .......................................... International Accounting Standard (IAS 18) Revenue.
"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:
Recognition and Measurement.
"IASB" ............................................ International Accounting Standards Board.
"IFRIC 4" ......................................... International Financial Reporting Interpretations (IFRIC 4)
Determining Whether an Arrangement Contains a Lease.
"IFRIC 13" ....................................... International Financial Reporting Interpretations (IFRIC 13)
Customer Loyalty Programmes.
"IFRS" ............................................. International Financial Reporting Standards and interpretations issued
by the International Accounting Standards Board and adopted by the
European Union.
"IFRS 4" .......................................... International Financial Reporting Standard (IFRS 4) Insurance
Contracts.
"IFRS 9" .......................................... International Financial Reporting Standard (IFRS 9) Financial
Instruments.
"IFRS 15"......................................... International Financial Reporting Standard (IFRS 15) Revenue from
Contracts with Customers.
"IFRS 16"......................................... International Financial Reporting (IFRS 16) Leases.
"IFRS 17"......................................... International Financial Reporting Standard (IFRS 17) Insurance
Contracts.
"Indenture" ....................................... The indenture governing the Existing 2024 Notes and the Existing
2026 Notes entered into on 26 November 2019 by the Issuer, the
Guarantors and Citibank, N.A., London Branch, as trustee as
supplemented by the supplemental indenture entered into on the Issue
Date by the Issuer, the Guarantors and Citibank, N.A., London
Branch, as trustee.
"Invoice Discounting Facility".............. The $700 million invoice discounting committed facility agreement
entered into on 26 March 2019.
"Issuer" ............................................ Jaguar Land Rover Automotive plc, a public limited company
incorporated under the laws of England and Wales.
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Document Outline