Obligation Loxam Groupe 3.75% ( XS2031871069 ) en EUR

Loxam Groupe

99.55 % ▼

France

XS2031871069 ( en EUR )

3.75% par an ( paiement semestriel )

15/07/2026

Prospectus brochure de l'obligation Loxam XS2031871069 en EUR 3.75%, échéance 15/07/2026

15/07/2025 ( Dans 41 jours )

Loxam est un leader européen de la location d'équipements et de matériels pour le BTP, l'industrie et les services.

L'Obligation émise par Loxam Groupe ( France ) , en EUR, avec le code ISIN XS2031871069, paye un coupon de 3.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/07/2026

LISTING PROSPECTUS
NOT FOR DISTRIBUTION
IN THE UNITED STATES OF
AMERICA OR TO U.S. PERSONS

700,000,000 3.25% Senior Secured Notes due 2025
450,000,000 3.75% Senior Secured Notes due 2026
250,000,000 5.75% Senior Subordinated Notes due 2027
We ("Loxam," the "Issuer" or the "Company") are a limited liability company (société par actions simplifiée) formed under French law. We are offering (i) 700,000,000 principal
amount of our 3.25% senior secured notes due 2025 (the "2025 Senior Secured Notes"), (ii) 450,000,000 principal amount of our 3.75% senior secured notes due 2026 (the "July 2026 Senior
Secured Notes" and together with the 2025 Senior Secured Notes, the "Senior Secured Notes") and (iii) 250,000,000 principal amount of our 5.75% senior subordinated notes due 2027 (the
"Senior Subordinated Notes" and, together with the Senior Secured Notes, the "Notes") as part of the financing for our proposed acquisition (the "Acquisition"), directly or indirectly, of all of
the shares of Ramirent Plc (the "Target").
The 2025 Senior Secured Notes will mature on January 14, 2025. We will pay interest on the 2025 Senior Secured Notes semi-annually on each March 15 and September 15,
commencing September 15, 2019, at a rate of 3.25% per annum. We may redeem all or part of the 2025 Senior Secured Notes at any time on or after July 15, 2021 at the redemption prices
described in this listing prospectus. At any time prior to July 15, 2021 we may redeem all or part of the 2025 Senior Secured Notes at a redemption price equal to 100% of their principal amount
plus the applicable premium described in this listing prospectus. At any time prior to July 15, 2021 during each 12-month period commencing on the Issue Date (as defined herein), we may
redeem up to 10% of the aggregate principal amount of the 2025 Senior Secured Notes at a redemption price of 103% of the principal amount of the 2025 Senior Secured Notes redeemed. In
addition, at any time prior to July 15, 2021 we may also redeem up to 45% of the 2025 Senior Secured Notes with the net proceeds from certain equity offerings. Upon certain events constituting
a change of control and a specified rating decline (in each case as defined in the listing prospectus), we may be required to make an offer to purchase the 2025 Senior Secured Notes at a price
equal to 101% of the principal amount thereof. In the event of certain developments affecting taxation, we may redeem all, but not less than all, of the 2025 Senior Secured Notes.
The July 2026 Senior Secured Notes will mature on July 15, 2026. We will pay interest on the July 2026 Senior Secured Notes semi-annually on each June 15 and December 15,
commencing December 15, 2019, at a rate of 3.75% per annum. We may redeem all or part of the July 2026 Senior Secured Notes at any time on or after July 15, 2022 at the redemption prices
described in this listing prospectus. At any time prior to July 15, 2022 we may redeem all or part of the July 2026 Senior Secured Notes at a redemption price equal to 100% of their principal
amount plus the applicable premium described in this listing prospectus. At any time prior to July 15, 2022 during each 12-month period commencing on the Issue Date (as defined herein), we
may redeem up to 10% of the aggregate principal amount of the July 2026 Senior Secured Notes at a redemption price of 103% of the principal amount of the July 2026 Senior Secured Notes
redeemed. In addition, at any time prior to July 15, 2022 we may also redeem up to 45% of the July 2026 Senior Secured Notes with the net proceeds from certain equity offerings. Upon certain
events constituting a change of control and a specified rating decline (in each case as defined in the listing prospectus), we may be required to make an offer to purchase the July 2026 Senior
Secured Notes at a price equal to 101% of the principal amount thereof. In the event of certain developments affecting taxation, we may redeem all, but not less than all, of the July 2026 Senior
Secured Notes.
On the Issue Date, the Senior Secured Notes will not be guaranteed and will be secured by the 2025 Senior Secured Notes Escrow Account Charge and the July 2026 Senior
Secured Notes Escrow Account Charge. On the Completion Date (as defined herein), the Senior Secured Notes will be secured by security interests with first priority under the Intercreditor
Agreement (as defined herein) in the Existing Senior Secured Collateral (as defined herein). As soon as practicable after the completion of the Acquisition, the Senior Secured Notes will also be
secured by a first priority security interest over the Post-Completion Collateral. Within 120 days of the Completion Date, the Senior Secured Notes will be guaranteed by certain subsidiaries of
the Issuer.
The Senior Subordinated Notes will mature on July 15, 2027. We will pay interest on the Senior Subordinated Notes semi-annually on each June 15 and December 15, commencing
December 15, 2019, at a rate of 5.75% per annum. The Senior Subordinated Notes will be secured by the Senior Subordinated Notes Escrow Account Charge as of the Issue Date but will be
unsecured following the Completion Date. The Senior Subordinated Notes will not be guaranteed as of the Issue Date and will be expressly subordinated in right of payment to indebtedness
incurred under our Revolving Credit Facility (as defined herein), the Existing Senior Secured Notes (as defined herein), the Senior Secured Notes offered hereby and other future senior debt.
We may redeem all or part of the Senior Subordinated Notes at any time on or after July 15, 2022 at the redemption prices described in this listing prospectus. At any time prior to July 15, 2022
we may redeem all or part of the Senior Subordinated Notes at a redemption price equal to 100% of their principal amount plus the applicable premium described in this listing prospectus. In
addition, at any time prior to July 15, 2022 we may also redeem up to 45% of the Senior Subordinated Notes with the net proceeds from certain equity offerings. Upon certain events constituting
a change of control and a specified rating decline (in each case as defined in the listing prospectus), we may be required to make an offer to purchase the Senior Subordinated Notes at a price
equal to 101% of the principal amount thereof. In the event of certain developments affecting taxation, we may redeem all, but not less than all, of the Senior Subordinated Notes.
Pending the consummation of the Acquisition, the Initial Purchasers (as defined herein) will, concurrently with the issuance of the Notes on the Issue Date, deposit the gross
proceeds of the Offering into escrow accounts for the benefit of the holders of the Notes (the "Escrow Accounts"). The Escrow Accounts will be pledged on the Issue Date in favor of the
Trustees (as defined herein) for each tranche of the Notes for the benefit of itself and the holders of the Notes (the "Escrow Account Charges"). The release of escrow proceeds from the Escrow
Accounts will be subject to the satisfaction of certain conditions. If the Acquisition is not consummated on or prior to December 31, 2019, or upon the occurrence of certain other events, the
Notes will be subject to a Special Mandatory Redemption (as defined herein) at a price equal to 100% of the aggregate issue price of the Notes, plus accrued and unpaid interest and additional
amounts, if any, from the Issue Date to, but excluding, the Special Mandatory Redemption Date (as defined herein). See "Description of the 2025 Senior Secured Notes--Escrow of Proceeds;
Special Mandatory Redemption," "Description of the July 2026 Senior Secured Notes--Escrow of Proceeds; Special Mandatory Redemption" and "Description of the Senior Subordinated
Notes--Escrow of Proceeds; Special Mandatory Redemption."
This listing prospectus constitutes a prospectus for purposes of Part IV of the Luxembourg law on prospectuses for securities dated July 16, 2019. Application will be made to
admit the Notes to listing on the Official List of the Luxembourg Stock Exchange and to trading on the Euro MTF market ("Euro MTF").
This listing prospectus includes information on the terms of the Notes, including redemption prices, covenants and transfer restrictions. The price of any optional redemption or
Special Mandatory Redemption of any of the Notes will also include accrued and unpaid interest, if any, to, but excluding, the date of such redemption.

Investing in the Notes involves a high degree of risk. See "Risk Factors" beginning on page 41.

The Notes 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. The Notes are being offered and sold in offshore transactions outside the United States in reliance on Regulation S under the U.S. Securities Act ("Regulation S"). The Notes
may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S), except pursuant to an exemption from,
or in a transaction not subject to, the registration requirements of the U.S. Securities Act. For a description of certain restrictions on transfers of the Notes, see "Plan of Distribution"
and "Notice to Investors."

Price for the 2025 Senior Secured Notes: 100%
Price for the July 2026 Senior Secured Notes: 100%
Price for the Senior Subordinated Notes: 100%
plus accrued interest, if any, from the issue date.

Delivery of the Notes in book-entry form through Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking S.A. ("Clearstream"), was made on or about July 22, 2019.
Joint Bookrunners
Deutsche Bank
BNP PARIBAS
Crédit Agricole CIB
Natixis
Société Générale
The date of this listing prospectus is August 6, 2019.

TABLE OF CONTENTS
NOTICE TO INVESTORS ..................................................................................................................................... i
STABILIZATION ................................................................................................................................................. iii
AVAILABLE INFORMATION ........................................................................................................................... vi
CERTAIN DEFINITIONS ................................................................................................................................... vii
PRESENTATION OF FINANCIAL AND OTHER INFORMATION .............................................................. xiii
FORWARD-LOOKING STATEMENTS ........................................................................................................... xix
EXCHANGE RATE INFORMATION ............................................................................................................... xxi
SUMMARY ........................................................................................................................................................... 1
SUMMARY CORPORATE AND FINANCING STRUCTURE ........................................................................ 12
THE OFFERING .................................................................................................................................................. 14
SUMMARY CONSOLIDATED FINANCIAL AND OTHER INFORMATION ............................................... 23
RISK FACTORS .................................................................................................................................................. 41
USE OF PROCEEDS ........................................................................................................................................... 71
CAPITALIZATION ............................................................................................................................................. 72
THE ACQUISITION ............................................................................................................................................ 75
THE RAMIRENT GROUP .................................................................................................................................. 79
SELECTED CONSOLIDATED FINANCIAL INFORMATION LOXAM ..................................................... 87
SELECTED CONSOLIDATED FINANCIAL INFORMATION RAMIRENT ............................................... 91
UNAUDITED PRO FORMA CONSOLIDATED CONDENSED FINANCIAL INFORMATION FOR THE
YEAR ENDED DECEMBER 31, 2018 ........................................................................................................ 94
SUPPLEMENTAL UNAUDITED PRO FORMA CONSOLIDATED CONDENSED FINANCIAL
INFORMATION FOR THE QUARTER ENDED MARCH 31, 2019 ....................................................... 100
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS OF LOXAM....................................................................................................................... 105
INDUSTRY ........................................................................................................................................................ 134
BUSINESS ......................................................................................................................................................... 144
MANAGEMENT ............................................................................................................................................... 158
SHAREHOLDERS AND RELATED PARTY TRANSACTIONS ................................................................... 162
DESCRIPTION OF CERTAIN FINANCING ARRANGEMENTS ................................................................. 163
DESCRIPTION OF THE 2025 SENIOR SECURED NOTES .......................................................................... 195
DESCRIPTION OF THE JULY 2026 SENIOR SECURED NOTES ................................................................ 272
DESCRIPTION OF THE SENIOR SUBORDINATED NOTES ...................................................................... 352
BOOK-ENTRY, DELIVERY AND FORM ...................................................................................................... 425
TAXATION ....................................................................................................................................................... 429
CERTAIN INSOLVENCY LAW CONSIDERATIONS AND LIMITATIONS ON VALIDITY AND
ENFORCEABILITY OF THE GUARANTEES AND SECURITY INTERESTS ..................................... 435
PLAN OF DISTRIBUTION ............................................................................................................................... 462
TRANSFER RESTRICTIONS ........................................................................................................................... 465
LEGAL MATTERS ........................................................................................................................................... 468
STATUTORY AUDITORS ............................................................................................................................... 468
SERVICE OF PROCESS AND ENFORCEMENT OF LIABILITIES ............................................................. 469
GENERAL INFORMATION ............................................................................................................................. 472
INDEX TO THE FINANCIAL STATEMENTS ................................................................................................ F-1

This listing prospectus may only be used where it is legal to sell these Notes and may only be used
for the purposes for which it has been published. The information in this listing prospectus may only be
accurate on the date of this listing prospectus.

NOTICE TO INVESTORS
We, having made all reasonable inquiries, confirm to the best of our knowledge, information and belief
that the information contained in this listing prospectus with respect to us and our consolidated subsidiaries and
affiliates taken as a whole and the Notes offered hereby is true and accurate in all material respects and is not
misleading, that the opinions and intentions expressed in this document are honestly held and that there are no
other facts the omission of which would make this listing prospectus as a whole misleading in any material respect.
Subject to the following paragraphs, we accept responsibility for the information contained in this listing
prospectus.
We are providing this listing prospectus only to prospective purchasers of the Notes. You should read
this listing prospectus before making a decision whether to purchase any Notes. You must not use this listing
prospectus for any other purpose or disclose any information in this listing prospectus to any other person.
This listing prospectus does not constitute an offer to sell or an invitation to subscribe for or purchase
any of the Notes in any jurisdiction in which such offer or invitation is not authorized or to any person to whom
it is unlawful to make such an offer or invitation. No action has been, or will be, taken to permit a public offering
in any jurisdiction where action would be required for that purpose. Accordingly, the Notes may not be offered or
sold, directly or indirectly, and this listing prospectus may not be distributed, in any jurisdiction except in
accordance with the legal requirements applicable to such jurisdiction. You must comply with all laws that apply
to you in any place in which you buy, offer or sell any Notes or possess this listing prospectus. You must also
obtain any consents or approvals that you need in order to purchase, offer or sell any Notes or possess or distribute
this listing prospectus. We and the initial purchasers are not responsible for your compliance with any of the
foregoing legal requirements. See "Plan of Distribution."
None of us, the initial purchasers or any of our or the initial purchasers' respective representatives are
making an offer to sell the Notes in any jurisdiction except where such an offer or sale is permitted. We are relying
on exemptions from registration under the Securities Act for offers and sales of securities that do not involve a
public offering. By purchasing Notes, you will be deemed to have made the acknowledgments, representations,
warranties and agreements set forth under "Transfer Restrictions" in this listing prospectus. You should
understand that you will be required to bear the financial risks of your investment for an indefinite period of time.
This listing prospectus is based on information provided by us and by other sources that we believe are
reliable. The initial purchasers named in this listing prospectus, the Trustee, the Security Agent, the Paying Agent,
the Registrar, the Transfer Agent and the Escrow Agent make no representation or warranty, express or implied,
as to the accuracy or completeness of such information, and nothing contained in this listing prospectus is, or shall
be relied upon as, a promise or representation by the initial purchasers with respect to the Company or the Notes
as to the past or the future.
By purchasing the Notes, you will be deemed to have acknowledged that you have reviewed this listing
prospectus and have had an opportunity to request, and have received all additional information that you need
from us. No person has been authorized in connection with any offering made by this listing prospectus to provide
any information or to make any representations other than those contained in this listing prospectus. You should
carefully evaluate the information provided by the Company in light of the total mix of information available to
you, recognizing that the Company can provide no assurance as to the reliability of any information not contained
in this listing prospectus.
The information contained in this listing prospectus speaks as of the date hereof. Neither the delivery of
this listing prospectus at any time after the date of publication nor any subsequent commitment to purchase the
Notes shall, under any circumstances, create an implication that there has been no change in the information set
forth in this listing prospectus or in our business since the date of this listing prospectus.
None of us, the initial purchaser, the Trustee, the Security Agent, the Paying Agent, the Registrar, the
Transfer Agent, the Escrow Agent or any of our or the initial purchaser's respective representatives are making
any representation to you regarding the legality of an investment in the Notes by you under any legal, investment
or similar laws or regulations. You should not consider any information in this listing prospectus to be legal,
financial, business, tax or other advice. You should consult your own attorney, business advisor and tax advisor
for legal, financial, business and tax and related aspects of an investment in the Notes. You are responsible for
making your own examination of the Company and our business and your own assessment of the merits and risks
of investing in the Notes.
You should contact the initial purchasers with any questions about this offering or if you require
additional information to verify the information contained in this listing prospectus.
i

Neither the U.S. Securities and Exchange Commission (the "Commission" or the "SEC") nor any state
securities commission has approved or disapproved of these securities or determined if this listing prospectus is
truthful or complete. Any representation to the contrary is a criminal offense.
This communication is only being distributed to and is only directed at (i) persons who are outside the
United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth companies, and other persons to
whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons
together being referred to as "relevant persons"). The Notes are only available to, and any invitation, offer or
agreement to subscribe, purchase or otherwise acquire such Notes will be engaged in only with, relevant persons.
Any person who is not a relevant person should not act or rely on this document or any of its contents.
In addition, the Notes are subject to restrictions on transferability and resale, which are described under
the captions "Plan of Distribution" and "Transfer Restrictions." By possessing this listing prospectus or
purchasing any Note, you will be deemed to have represented and agreed to all of the provisions contained in
those sections of this listing prospectus.
The Notes will be issued in the form of one or more global notes, all of which will be deposited with
or on behalf of, Euroclear and Clearstream. Beneficial interests in the global notes will be shown on, and transfers
of beneficial interests in the global notes will be effected only through, records maintained by Euroclear and
Clearstream or their respective participants. See "Book-Entry, Delivery and Form."
We will not, nor will any of our agents, have responsibility for the performance of the obligations of
Euroclear and Clearstream or their respective participants under the rules and procedures governing their
operations, nor will we or our agents have any responsibility or liability for any aspect of the records relating to,
or payments made on account of, book-entry interests held through the facilities of any clearing system or for
maintaining, supervising or reviewing any records relating to these book-entry interests. Investors wishing to use
these clearing systems are advised to confirm the continued applicability of their rules, regulations and procedures.
We reserve the right to withdraw this offering of the Notes at any time. We and the initial purchasers
also reserve the right to reject any offer to purchase the Notes in whole or in part for any reason or no reason and
to allot to any prospective purchaser less than the full amount of the Notes sought by it. The initial purchasers and
certain of their related entities may acquire, for their own accounts, a portion of the Notes.
ii

STABILIZATION
IN CONNECTION WITH THE ISSUE OF THE NOTES, DEUTSCHE BANK (THE "STABILIZING
MANAGER") (OR PERSONS ACTING ON BEHALF OF THE STABILIZING 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, THERE IS NO ASSURANCE THAT THE STABILIZING MANAGER (OR PERSONS ACTING
ON BEHALF OF THE STABILIZING MANAGER) WILL UNDERTAKE STABILIZATION ACTION. ANY
STABILIZATION ACTION MAY BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE PUBLIC
DISCLOSURE OF THE FINAL TERMS OF THE OFFER OF THE NOTES IS MADE AND, IF BEGUN, MAY
BE ENDED AT ANY TIME, BUT IT MUST END NO LATER THAN THE EARLIER OF 30 DAYS AFTER
THE ISSUE DATE OF THE NOTES AND 60 DAYS AFTER THE DATE OF THE ALLOTMENT OF THE
NOTES. ANY STABILIZATION ACTION OR OVER ALLOTMENT MUST BE CONDUCTED BY THE
STABILIZING MANAGER (OR PERSONS ACTING ON BEHALF OF THE STABILIZING MANAGER) IN
ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES.
Notice relating to the U.S. Securities Act
We are offering the Notes outside the United States to persons other than U.S. persons pursuant to
Regulation S under the U.S. Securities Act. If you purchase the Notes, you will be deemed to have made certain
acknowledgments, representations and warranties as detailed under "Notice to Investors." 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 applicable securities laws of any other jurisdiction pursuant to registration or exemption
therefrom. You may be required to bear the financial risk of an investment in the Notes for an indefinite period.
PRIIPs Regulation / Prohibition of Sales to EEA Retail Investors
The Notes are not intended to be offered or sold to and should not be offered or sold to any retail investor
in the European Economic Area ("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 Directive 2014/65/EU (as amended, "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. 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. Offering or selling the Notes or otherwise making them available to any retail investor in the
EEA may be unlawful under the PRIIPs Regulation.
Each Initial Purchaser has represented and agreed that it has not offered or sold and will not offer or sell
any Notes to any retail investor (as defined above) in the EEA. For the purposes of this provision, the expression
"retail investor" means a person who is one (or more) of the following: (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.
MIFID II Product Governance/Professional Investors and ECPs Only Target Market
Solely for the purposes of each of the 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 Notes is eligible
counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of
the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering,
selling or recommending the 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 Notes (by either adopting or refining the manufacturers' target market assessment)
and determining appropriate distribution channels.
Notice to investors in the European Economic Area
In relation to each Member State of the European Economic Area (each, a "Member State"), each initial
purchaser has represented and agreed that it has not made and will not make an offer of Notes which are the
subject of the offering contemplated by this listing prospectus to the public in that Member State other than offers:
(a)
to any legal entity which is a qualified investor as defined in the Prospectus Regulation;
iii

(b)
to fewer 150 natural or legal persons per Member State (other than qualified investors as defined
in the Prospectus Regulation), as permitted under the Prospectus Regulation, subject to
obtaining the prior consent of the initial purchasers for any such offer; or
(c)
in any other circumstances falling within Article 1(4) of the Prospectus Regulation,
provided that no such offer of Notes shall result in a requirement for the publication by the Issuer or any
initial purchasers of a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus
pursuant to Article 23 of the Prospectus Regulation.
For the purposes of this provision, the expression an "offer to the public" in relation to any Notes in any
Member State means the communication in any form and by any means of sufficient information on the terms of
the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe the Notes, as
the same may be varied in that Member State by any measure implementing the Prospectus Regulation in that
Member State and the expression "Prospectus Regulation" means Regulation (EU) 2017/1129, and includes any
relevant implementing measure in the relevant individual Member States.
Each person located in a Member State of the EEA to whom any offer of Notes is made, or who receives
any communication in respect of an offer of Notes, or who initially acquires any Notes, or to whom the Notes are
otherwise made available, will be deemed to have represented, warranted, acknowledged and agreed to and with
each Initial Purchaser and the Issuer that (i) it is a "qualified investor" within the meaning of the law in that
Member State implementing Article 2(e) of Regulation (EU) 2017/1129 (the "Prospectus Regulation," as
implemented in Member States of the European Economic Area (the "EEA") and any amendments thereto; and
(ii) it is not a retail investor (as defined above).
Notice to certain European investors
France
Each initial purchaser has represented and agreed that it has not offered or sold and will not offer or sell,
directly or indirectly, any Notes to the public in France and it has not distributed or caused to be distributed and
will not distribute or cause to be distributed any Notes to the public 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 have not
been offered or sold and will not be offered or sold, directly or indirectly, to the public in France (offre au public
de titres financiers), and neither this listing prospectus 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.
This listing prospectus or any other offering material relating to the Notes and such offers, sales and
distributions have been and will be made in France only to (a) investment services providers authorized to engage
in portfolio management for the account of third parties (personnes fournissant le service d'investissement de
gestion de portefeuille pour compte de tiers) and (b) qualified investors (investisseurs qualifiés), other than
individuals, as defined in, and in accordance with, Articles L.411 2 and D.411 1 of the French Code monétaire et
financier.
Prospective investors are informed that:
(i)
neither this listing prospectus nor any other offering material relating to the Notes has been or
will be submitted for clearance to the AMF;
(ii)
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
(iii)
the direct and indirect distribution or sale to the public of the Notes acquired by those investors
to whom offers and sales of the Notes may be made as described above may only be made in
compliance with Articles L.411-1 to L.411-4, L.412-1 and L.621-8 to L.621-8-3 of the French
Code monétaire et financier and applicable regulations thereunder.
United Kingdom
Each initial purchaser has represented and agreed that:
iv

(a)
it has only communicated or caused to be communicated and will only communicate or cause
to be communicated an invitation or inducement to engage in investment activity (within the
meaning of Section 21 of the Financial Services and Markets Act 2000 ("FSMA")) received by
it in connection with the issue or sale of the Notes in circumstances in which Section 21(1) of
the FSMA does not apply to the Issuer; and
(b)
it has complied and will comply with all applicable provisions of the FSMA with respect to
anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom.
Notice to investors in other jurisdictions
The distribution of this listing prospectus and the offer and sale or resale of the Notes may be restricted
by law in certain jurisdictions. Persons into whose possession this listing prospectus (or any part hereof) comes
are required by us and the initial purchasers to inform themselves about, and to observe, any such restrictions.
v

AVAILABLE INFORMATION
Each purchaser of Notes from the initial purchasers will be furnished with a copy of this listing prospectus
and, to the extent provided to the initial purchasers by us, any related amendment or supplement to this listing
prospectus.
Additionally, so long as any of the Notes are listed on the Luxembourg Stock Exchange and its rules so
require, copies of these filings, this listing prospectus and other information relating to such issuance of Notes
will be available in the specified offices of the listing agent in Luxembourg at the address listed on the inside of
the back cover of this listing prospectus. See "General Information."
vi

CERTAIN DEFINITIONS
In this listing prospectus, "we," "us," "our" and "Group" refer to Loxam S.A.S. and its consolidated
subsidiaries, unless the context otherwise requires, and the "Company" and "Issuer" refer to Loxam S.A.S.
In this listing prospectus, references to "euros" or "" are to the euro, the official currency of the
European Union member states participating in the European Monetary Union, references to "$," "U.S.$" and
"U.S. dollars" are to the United States dollar, the official currency of the United States, and references to "pounds
sterling" or "£" are to the British pound sterling, the official currency of the United Kingdom.
In addition, unless indicated otherwise, or the context otherwise requires, references in this listing
prospectus to:

"2017 Acquisitions" are to the acquisitions of Lavendon, Hune Group, the Danish operations of
Cramo Plc, the operations of Nacanco SpA and Swan Plant Hire and to the 24% increase in stake
of shares in Degraus;

"2020 Senior Subordinated Notes" are to the 300 million principal amount of 7.375% Senior
Subordinated Notes due 2020 issued on January 24, 2013 and redeemed in May 2016;

"2021 Senior Secured Notes" are to the 410 million principal amount of 4.875% senior secured
notes due 2021 issued on July 23, 2014 and which were fully repaid on April 11, 2019;

"2022 Senior Secured Notes" are to the 300 million principal amount of 3.500% senior secured
notes due 2022 issued on April 4, 2017;

"2022 Senior Secured Notes Indenture" are to the indenture governing the 2022 Senior Secured
Notes issued on April 4, 2017;

"2022 Senior Subordinated Notes" are to the 250 million principal amount of 7.000% senior
subordinated notes due 2022 issued on July 23, 2014 and which were fully repaid on April 11, 2019;

"2023 Senior Secured Notes" are to the 250 million principal amount of 3.500% senior secured
notes due 2023 issued on May 3, 2016;

"2023 Senior Secured Notes Indenture" are to the indenture governing the 2023 Senior Secured
Notes;

"2024 Senior Secured Notes" are to the 300 million principal amount of 4.250% senior secured
notes due 2024 issued on April 4, 2017;

"2024 Senior Secured Notes Indenture" are to the indenture governing the 2024 Senior Secured
Notes issued on April 4, 2017;

"2025 Senior Secured Notes Indenture" are to the indenture governing the 2025 Senior Secured
Notes offered hereby;

"2025 Senior Secured Notes Escrow Account" are to the segregated escrow account into which the
gross proceeds of the offering of the 2025 Senior Secured Notes will be deposited on the Issue Date
pursuant to the terms of the Escrow Agreement and which shall be subject to the 2025 Senior
Secured Notes Escrow Account Charge;

"2025 Senior Secured Notes Escrow Account Charge" are to the escrow charge dated as of the Issue
Date between the Issuer, the 2025 Senior Secured Notes Trustee and the Escrow Agent pursuant to
which the Escrow Account will be pledged on a first-ranking basis in favor of the 2025 Senior
Secured Notes Trustee for the benefit of the holders of the 2025 Senior Secured Notes;

"2025 Senior Secured Notes Trustee" are to Wilmington Trust, National Association as trustee for
the 2025 Senior Secured Notes;

"2025 Senior Subordinated Notes" are to the 250 million principal amount of 6.000% senior
subordinated notes due 2025 issued on April 4, 2017;
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"2025 Senior Subordinated Notes Indenture" are to the indenture governing the Senior Subordinated
Notes issued on April 4, 2017;

"Acquisition" are to the proposed acquisition by Loxam of Ramirent Plc and its subsidiaries;

"April 2019 Refinancing" are to the issuance of the 2026 Senior Secured Notes and the 2027 Senior
Subordinated Notes on April 11, 2019 and use of the proceeds therefrom to repay in full the 2021
Senior Secured Notes and the 2022 Senior Subordinated Notes;

"April 2026 Senior Secured Notes" are to the 300 million principal amount of 2.875% senior
secured notes due 2026 issued on April 11, 2019;

"April 2026 Senior Secured Notes Indenture" are to the indenture governing the April 2026 Senior
Secured Notes issued on April 11, 2019;

"2027 Senior Subordinated Notes" are to the 200 million principal amount of 4.500% senior
subordinated notes due 2027 issued on April 11, 2019;

"2027 Senior Subordinated Notes Indenture" are to the indenture governing the Senior Subordinated
Notes issued on April 11, 2019;

"Auditors" are to our statutory auditors, KPMG Audit (a division of KPMG SA) and Constantin
Associés (a member of Deloitte Touche Tohmatsu Limited);

"Baltics" are to Latvia, Lithuania and Estonia;

"Bilateral credit facilities" are to the senior unsecured loans borrowed by us and certain of our
subsidiaries under various credit lines and instruments;

"Collateral" are to, collectively, the Existing Senior Secured Collateral and the Post-Completion
Collateral;

"Combination Agreement" are to the combination agreement entered into on June 10, 2019 between
Loxam and Ramirent, pursuant to which Loxam has made a voluntary recommended public cash
tender offer to purchase all of the issued and outstanding shares of Ramirent;

"Combined Group" are to the Loxam and Ramirent groups together, assuming consummation of
the Acquisition;

"Completion Date" are to the date on which the initial payment is made by Loxam for the 90% or
more of shares of Ramirent validly tendered pursuant to the Tender Offer;

"Constant exchange rates" are to calculations of financial measures applying the prior year's
exchange rates to the most recent period being compared, in order to neutralize the impact of foreign
currency translation to the euro;

"Constant perimeter" are to calculations of financial measures that eliminate the impact of results
(or losses) generated by businesses which were acquired during the two consecutive financial
periods being compared in order to neutralize the impact of acquisitions. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations of Loxam--Factors
Affecting Comparability of Results";

"Degraus" are to Degraus Andaimes, Maquinas e Equipamentos Para Construção Civil S.A., a
Brazilian equipment rental company in which we have a 50.1% stake following share capital
purchases in April 2016 and October and December 2017;

"Eastern Europe" are to Poland, the Czech Republic, Slovakia and the Baltics;

"EBITDA" are to profit from ordinary operations plus depreciation and amortization of fixed assets;
see "Summary-Summary Ramirent Financial Information-Definition of non-IFRS measures" for the
definition as used by Ramirent;

"EBITDA margin" are to EBITDA divided by revenue for the corresponding period;
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