Obligation Vergin Media 4.25% ( XS2062666602 ) en GBP

Vergin Media

100 % ▲

Royaume-Uni

XS2062666602 ( en GBP )

4.25% par an ( paiement annuel )

15/01/2030

Prospectus brochure de l'obligation Virgin Media XS2062666602 en GBP 4.25%, échéance 15/01/2030

200 000 GBP

635 000 000 GBP

15/04/2026 ( Dans 121 jours )

Virgin Media est une société de télécommunications britannique fournissant des services de télévision, internet haut débit, téléphonie fixe et mobile.

L'Obligation émise par Vergin Media ( Royaume-Uni ) , en GBP, avec le code ISIN XS2062666602, paye un coupon de 4.25% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 15/01/2030

THESE LISTING PARTICULARS HAVE BEEN PREPARED SOLELY FOR THE PURPOSES OF
ADMITTING THE NOTES TO THE OFFICIAL LIST OF THE LUXEMBOURG STOCK EXCANGE
AND TRADING ON THE EURO MTF MARKET
LISTING PARTICULARS
dated 21 December 2020
of
Virgin Media Secured Finance PLC
relating to its
£235,000,000 4.250% Senior Secured Notes due 2030
On November 6, 2020, Virgin Media Secured Finance PLC, a public limited company incorporated under the
laws of England and Wales (the "Issuer"), issued privately £235,000,000 4.250% Senior Secured Notes due 2030
(the "Additional Notes"). The Additional Notes were issued and sold as an additional issue of the Issuer's
outstanding 4.250% Senior Secured Notes due 2030, originally issued on November 15, 2019 (the "Existing
Notes" and together with the Existing Notes, the "Notes") in an aggregate principal amount of £400,000,000. The
Additional Notes will have the same terms and conditions as the Existing Notes and will be treated as a single
class of securities with the Existing Notes for all purposes under the Indenture (as defined below). The Existing
Notes were offered and sold pursuant to a final offering circular dated October 1, 2019, which were constituted
as listing particulars dated November 5, 2019 for the purposes of admitting the Existing Notes to the Luxembourg
Stock Exchange and to trading on the Euro MTF Market (the "Original Offering Circular").
The Additional Notes were issued pursuant to an indenture originally dated as of October 15, 2019 by and
between, among others, the Issuer and BNY Mellon Corporate Trustee Services Limited as trustee (the
"Trustee"), as amended, amended and restated, novated, supplemented or otherwise modified from time to time,
the "Indenture".
The Additional Notes will bear interest at a rate of 4.250% per annum. The Additional Notes will mature on
January 15, 2030. Interest on the Additional Notes will be payable semi-annually in arrears on April 15 and
October 15 of each year, beginning on April 15, 2021.
Some or all of the Additional Notes may be redeemed at any time prior to October 15, 2024 at a price equal to
100% of the principal amount of the Notes redeemed plus accrued and unpaid interest to (but excluding) the date
of redemption and a "make-whole" premium, as described in the Original Offering Circular. The Additional Notes
may be redeemed at any time on or after October 15, 2024 at the redemption prices set forth in the Original
Offering Circular. In addition, at any time prior to October 15, 2024, the Issuer may redeem up to 40% of the
Additional Notes with the net proceeds of one or more specified equity offerings at the redemption prices set forth
in the Original Offering Circular. Prior to October 15, 2024, during each 12-month period commencing on October
15, 2019, up to 10% of the original principal amount of the Additional Notes may be redeemed at a redemption
price equal to 103% of the principal amount thereof plus accrued and unpaid interest to (but excluding) the date
of redemption. In the event of a change of control or sale of certain assets, we may be required to make an offer
to purchase the Additional Notes. In the event of certain developments affecting taxation, the Issuer may redeem
all, but not less than all, of the Notes. See "Description of the Notes" in the Original Offering Circular for more
information.
The Additional Notes will be senior obligations of the Issuer. The Additional Notes will rank equally in right of
payment with all existing and future indebtedness of the Issuer that is not subordinated in right of payment to the
Additional 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 Additional Notes.
The Additional Notes will be guaranteed on a senior basis by Virgin Media Inc. and certain of its subsidiaries
listed in Schedule I of the Original Offering Circular (collectively, the "Guarantors", and such guarantees, the
"Guarantees"), and will be secured by the same property and assets that secure the Existing Senior Secured Notes
and the VM Credit Facility.
89770332_5

Application has been made to the Luxembourg Stock Exchange for the approval of this offering circular as Listing
Particulars. Application has been made to the Luxembourg Stock Exchange for the Additional Notes to be
admitted to the Official List (the "Official List") and to trading on the Euro MTF Market. The Euro MTF Market
is not a regulated market for the purposes of Directive 2014/65/EC (as amended, "MiFID II").
This document supplements, and should be read in conjunction with the Original Offering Circular, both of which
constitute the "Listing Particulars" relating to the Additional Notes in respect of the admission of the Additional
Notes to the Official List and to trading on the Euro MTF Market. Where there is any conflict between the terms
of this document and any of the documents attached as Annex I, this document will supersede Annex I.
Capitalized terms used in this document and not defined herein shall have the meanings ascribed to them in Annex
I.
Application has been made to the Luxembourg Stock Exchange for the approval of this document, including
Annex I as the Listing Particulars and the documents herein incorporated by reference.
See "Risk Factors" beginning on page 16 of the accompanying Original Offering Circular, for a discussion
of certain risks that you should consider in connection with an investment in the Additional Notes.

Issue Price: 98.25% plus accrued interest from October 15, 2020
None of these Listing Particulars, the Original Offering Circular is a prospectus for the purposes of Regulation
(EU) 2017/1129 (the "Prospectus Regulation") (or any legislation which implements the Prospectus Regulation).
These Listing Particulars constitute a prospectus for the purpose of Part IV of the Luxembourg law on prospectuses
for securities dated July 16, 2019.
All references in these Listing Particulars to "£", "GBP" or "pound sterling" are references to the lawful currency
of the United Kingdom.
References in these Listing Particulars to "our", "we", "us" and similar terms refer to the Virgin Media and its
subsidiaries. "Virgin Media" refers to Virgin Media Inc., an indirect parent company of the Issuer, together with
its successors (by merger, consolidation, transfer, conversion of legal form or otherwise).
The Issuer accepts responsibility for the information contained in these Listing Particulars. To the best of the
knowledge and belief of the Issuer, having taken all reasonable care to ensure that such is the case, the information
contained in these Listing Particulars is in accordance with the facts and does not omit anything likely to affect
the import of such information.
The Additional Notes were sold to the Note Purchasers (i) pursuant to an off-shore transaction in accordance with
Regulation S ("Regulation S") under the U.S. Securities Act of 1933, as amended (the "Securities Act") to non-
U.S. persons (as defined in Regulation S) outside of the United States and (ii) a private placement pursuant to
Section 4(a)(2) of the Securities Act to persons who are both accredited investors (as defined in Rule 501 of
Regulation D under the Securities Act) and qualified institutional buyers ("Qualified Institutional Buyers") as
defined in Rule 144A under the Securities Act ("Rule 144A"). Neither the Notes nor the Guarantees have been,
or will be, registered under the Securities Act or the securities laws of any other jurisdiction.

2
89770332_5

GENERAL INFORMATION
1.
The terms of the Additional Notes are the same as the terms of the Existing Notes and are summarized
in the Original Offering Circular. Such summaries are subject to, and are qualified in their entirety by
reference to, all the terms and conditions of the Additional Notes as set out in the Indenture, and the
global certificates representing the Additional Notes.
2.
Copies of the following documents may be inspected and obtained at the specified office of the listing
agent in Luxembourg during usual business hours on any weekday for as long as the Notes are listed on
the Luxembourg Stock Exchange:
a. these Listing Particulars, including Annex I;
b. the organizational documents of the Issuer;
c. our most recent audited consolidated financial statements and any interim quarterly
financial statements it publishes;
d. the Indenture; and
e. the Intercreditor Deeds.
3.
Documents incorporated by reference:
a. our audited consolidated financial statements for the year ended December 31, 2019; and
b. our consolidated condensed interim quarterly financial statements for the nine months ended
September 30, 2020,
both available at https://www.libertyglobal.com/investors/fixed-income-filings/virgin-media/.
4.
The common code and the International Securities Identification Number (ISIN) number for the
Additional Notes issued pursuant to Rule 144A is 206266724 and XS2062667246 respectively.
5.
The temporary common code and ISIN number for the Additional Notes issued pursuant to Regulation
S is 225016631 and XS2250166316 respectively. The permanent common code and ISIN number for the
Additional Notes issued pursuant to Regulation S is 206266660 and XS2062666602 respectively.
Interests in the temporary Regulation S global notes representing the Additional Notes will be
exchangeable for interests in one or more corresponding permanent Regulation S global notes in
registered global form on December 16, 2020.
6.
The issuance of the Additional Notes was authorized by the Issuer's Board of Directors on October 21,
2020.
7.
The risk factors, disclosure and the description of the Issuer contained in these Listing Particulars are
correct and up to date as of the date of approval.
8.
The Issuer and the Guarantors under the Existing Senior Secured Notes represent more than 80% of the
consolidated total assets as of December 31, 2019 and more than 85% of the consolidated revenue of the
Virgin Media Group for the twelve months ended December 31, 2019.
9.
Except as disclosed in these Listing Particulars or the information incorporated by reference herein:
a. there has been no material adverse change in the financial condition or prospects of Virgin
Media, the Issuer and the Guarantors since June 30, 2020; and
b. there is currently no material litigation pending against the Issuer or any Guarantor.
3
89770332_5

10. The net proceeds from the issuance of the Additional Notes was used by the Issuer to partially fund the
redemption in full of the outstanding aggregate principal amount of the Issuer's sterling denominated
Fixed Rate Senior Secured Notes due 2025 (the "Redeemed Notes") issued pursuant to an indenture
originally dated March 21, 2017 between, among others, the Issuer, the guarantors named therein and
The Bank of New York Mellon, London Branch, as trustee, together with the payment of accrued and
unpaid interest and related premium, in accordance with the terms of the indenture governing the
Redeemed Notes, and for general corporate purposes, which may include loans, distributions or other
payments to Virgin Media Inc. and its direct or indirect parent companies.
4
89770332_5

ANNEX 1
Original Offering Circular

89770332_5

LISTING PARTICULARS

£400,000,000 4.250% Senior Secured Notes due 2030
issued by
Virgin Media Secured Finance PLC

Virgin Media Secured Finance PLC (the "Issuer") has offered £400,000,000 aggregate principal amount of its 4.250% Senior Secured Notes due 2030
(the "Notes"). The Notes wil bear interest at a rate of 4.250% per annum. The Notes wil mature on January 15, 2030. Interest on the Notes will be payable semi-
annual y in arrear on April 15 and October 15 of each year, beginning on April 15, 2020.
Some or al of the Notes may be redeemed at any time prior to October 15, 2024 at a price equal to 100% of the principal amount of the Notes redeemed
plus accrued and unpaid interest to (but excluding) the date of redemption and a "make-whole" premium, as described elsewhere in these listing particulars (these
"Listing Particulars"). The Notes may be redeemed at any time on or after October 15, 2024 at the redemption prices set forth elsewhere in these Listing Particulars.
In addition, at any time prior to October 15, 2024 we may redeem up to 40% of the Notes with the net proceeds of one or more specified equity offerings at the
redemption prices set forth elsewhere in these Listing Particulars. Prior to October 15, 2024, during each 12-month period commencing on the Issue Date (as defined
herein), up to 10% of the original principal amount of the Notes may be redeemed at a redemption price equal to 103% of the principal amount thereof plus accrued
and unpaid interest to (but excluding) the date of redemption. In the event of a change of control or sale of certain assets, we may be required to make an offer to
purchase the Notes. In the event of certain developments affecting taxation, the Issuer may redeem al , but not less than al , of the Notes. See "Description of the
Notes" for more information.
The Notes are senior obligations of the Issuer. The Notes rank equal y in right of payment with al existing and future indebtedness of the Issuer that is
not subordinated in right of payment to the Notes and are senior in right of payment to al existing and future indebtedness of the Issuer that is subordinated in right
of payment to the Notes.
The Notes are guaranteed on a senior basis by Virgin Media Inc. ("Virgin Media"), certain of its subsidiaries listed in Schedule I of these Listing
Particulars, including, among others, Virgin Media Communications Limited, Virgin Media Finance Plc ("Virgin Media Finance"), Virgin Media Investments
Limited ("VMIL") and Virgin Media Investment Holdings Limited ("VMIH") (col ectively, the "Guarantors", and such guarantees, the "Guarantees"), and wil
be secured by the same property and assets that secure the Existing Senior Secured Notes and the VM Credit Facility (each as defined herein) (the "Col ateral").
The Col ateral consists of (i) share pledges of al of the capital stock of the Issuer and, on and after the Asset Security Release Date (as defined herein), each of the
Guarantors (except for Virgin Media and other than Excluded Assets (as defined herein)) (the "Stock Collateral") and (ii) a pledge of rights of the relevant creditors
in relation to certain Subordinated Shareholder Loans (as defined herein) (the "Receivables Collateral"). In addition, the Collateral also consists of, initially, liens
on substantial y al of the assets of VMIH, the Issuer and each of the Guarantors (except for Virgin Media and other than Excluded Assets) (collectively, the "Asset
Collateral"), provided that the Asset Col ateral is expected to be released at such time as al other liens on the Asset Col ateral securing other indebtedness of VMIH
and any Restricted Subsidiary (as defined herein) are simultaneously released in accordance with the terms of such indebtedness (such date of release, the "Asset
Security Release Date").
The Notes are in registered form in the denomination of £100,000 in principal amount and integral multiples of £1,000 in excess thereof. The Notes have
been represented on issue by one or more global notes, which wil be delivered through Euroclear Bank SA/NV, as operator of the Euroclear System ("Euroclear")
and Clearstream Banking S.A. ("Clearstream") on or about October 15, 2019 (the "Issue Date").
See "Risk Factors" beginning on page 16 and "Quantitative and Qualitative Disclosures about Market Risk" in the 2018 Annual Report (as defined
herein) incorporated by reference herein for a discussion of certain risks that you should consider in connection with an investment in any of the Notes.
Neither the Notes nor the Guarantees have been, or wil be, registered under the U.S. Securities Act of 1993, as amended (the "U.S. Securities
Act"), or the securities laws of any other jurisdiction. The Issuer has offered the Notes only to qualified institutional buyers ("QIBs") in accordance with
Rule 144A under the U.S. Securities Act ("Rule 144A") and in offshore transactions in compliance with Regulation S under the U.S. Securities Act
("Regulation S") to non-U.S. persons outside the United States who are not retail investors in the EEA. Prospective purchasers that are QIBs are hereby
notified that the seller 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. For
a description of certain restrictions on the transfer of the Notes, see "Plan of Distribution" and "Transfer Restrictions."
Application has been made to the Luxembourg Stock Exchange for the Notes to be admitted to listing on the Official List of the Luxembourg Stock
Exchange and trading on the Euro MTF market.
These Listing Particulars include additional information on the terms of the Notes, including redemption and repurchase prices, covenants and transfer
restrictions.

Issue price for the Notes: 100.000%.

Global Coordinator and Joint Bookrunner
Barclays
Joint Bookrunners
BofA Merrill Lynch
Citigroup
Credit Suisse

HSBC
Mediobanca
Morgan Stanley
NatWest Markets

The date of these Listing Particulars is November 5, 2019.

78583628_3

You should rely only on the information contained in these Listing Particulars (including the
documents incorporated by reference herein). Neither the Issuer nor any of the Initial Purchasers has
authorized anyone to provide you with different information. Neither the Issuer nor any of the Initial
Purchasers is making an offer of the Notes in any jurisdiction where this offer is not permitted. You should
not assume that the information contained in these Listing Particulars is accurate at any date other than
the date on the front of these Listing Particulars, and you should not assume that the information
incorporated by reference in these Listing Particulars is accurate at any date other than the date of the
incorporated document.
TABLE OF CONTENTS
STABILIZATION .................................................................................................................................................. v
CURRENCY PRESENTATION AND DEFINITIONS......................................................................................... 1
PRESENTATION OF FINANCIAL AND OTHER INFORMATION ................................................................. 6
EXCHANGE RATE INFORMATION .................................................................................................................. 8
FORWARD-LOOKING STATEMENTS .............................................................................................................. 9
AVAILABLE INFORMATION .......................................................................................................................... 12
SUMMARY ......................................................................................................................................................... 13
CORPORATE AND FINANCING STRUCTURE CHART ............................................................................... 16
SUMMARY FINANCIAL AND OPERATING DATA ...................................................................................... 18
SUMMARY OF THE NOTES ............................................................................................................................. 22
RISK FACTORS .................................................................................................................................................. 28
USE OF PROCEEDS ........................................................................................................................................... 37
CAPITALIZATION ............................................................................................................................................. 38
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS ................................................... 40
DESCRIPTION OF THE INTERCREDITOR DEEDS ....................................................................................... 44
DESCRIPTION OF OTHER DEBT .................................................................................................................... 56
DESCRIPTION OF THE NOTES ........................................................................................................................ 70
BOOK-ENTRY SETTLEMENT AND CLEARANCE ..................................................................................... 166
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS ................................................................... 170
MATERIAL UNITED KINGDOM TAX CONSIDERATIONS ....................................................................... 176
CERTAIN EMPLOYEE BENEFIT PLAN CONSIDERATIONS..................................................................... 178
TRANSFER RESTRICTIONS ........................................................................................................................... 180
PLAN OF DISTRIBUTION ............................................................................................................................... 185
LEGAL MATTERS ........................................................................................................................................... 188
INDEPENDENT AUDITORS ........................................................................................................................... 189
ENFORCEABILITY OF CIVIL LIABILITIES ................................................................................................. 190
LISTING AND GENERAL INFORMATION ................................................................................................... 191
SCHEDULE I--LIST OF GUARANTORS1 ..................................................................................................... 193
Glossary .............................................................................................................................................................. 194

(i)
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For certain legal and other information regarding the Issuer provided in connection with the listing
and trading of the Notes on the Official List of the Luxembourg Stock Exchange and trading on the Euro
MTF market please refer to "Listing and General Information."
We have not authorized any dealer, salesperson or other person to give any information or
represent anything to you other than the information contained in these Listing Particulars or incorporated
by reference herein. You must not rely on unauthorized information or representations.
These Listing Particulars do not offer to sell or solicit offers to buy any of the securities in any
jurisdiction where it is unlawful, where the person making the offer is not qualified to do so, or to any
person who cannot legally be offered the securities.
The information contained in these Listing Particulars is current only as of the date on the cover
page, and may change after that date, and the information incorporated by reference into these Listing
Particulars is current only as of the date of such incorporated document, and may change after that date.
For any time after the cover date of these Listing Particulars, we do not represent that our affairs are the
same as described or that the information in these Listing Particulars is correct, nor do we imply those
things by delivering these Listing Particulars or selling securities to you. For any time after the date of any
incorporated document, we do not represent that our affairs are the same as described or that the
information in such incorporated document is correct, nor do we imply those things by delivering these
Listing Particulars or selling securities to you.
The Issuer and the Initial Purchasers offered to sell the Notes only in places where offers and sales are
permitted. The Issuer offered the Notes in reliance on exemptions from the registration requirements of the U.S.
Securities Act. These exemptions apply to offers and sales of securities that do not involve a public offering. The
Notes have not been and will not be registered with, recommended by or approved by the U.S. Securities and
Exchange Commission (the "SEC") or any other securities commission or regulatory authority, nor has the SEC
or any such securities commission or authority passed upon the accuracy or adequacy of these Listing Particulars.
Any representation to the contrary is a criminal offense in the United States.
These Listing Particulars are being provided for informational use solely in connection with
consideration of a purchase of the Notes (i) to U.S. investors that we reasonably believe to be qualified institutional
buyers as defined in Rule 144A, and (ii) to certain persons in offshore transactions complying with Rule 903 or
Rule 904 of Regulation S. The use of these Listing Particulars for any other purpose is not authorized.
These Listing Particulars are for distribution only to persons who (i) are investment professionals, as
such term is defined in 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 ("FSMA")) in connection with
the issue or sale of any Notes may otherwise lawfully be communicated or caused to 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 these Listing Particulars relate is available only to relevant persons and will be
engaged in only with relevant persons.
These Listing Particulars have been prepared on the basis that any offer of the Notes in any Member
State of the European Economic Area (the "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 Notes. These
Listing Particulars are not a prospectus for the purposes of the Prospectus Regulation. Accordingly, any person
making or intending to make any offer within the EEA of the Notes should only do so in circumstances in which
no obligation arises for the Issuer or any of the Initial Purchasers to produce a prospectus for such offer. Neither
the Issuer nor the Initial Purchasers have 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 contemplated in these Listing Particulars.
Solely for the purposes of the product approval process of each manufacturer, the target market
assessment in respect of the Notes described in these Listing Particulars has led to the conclusion that: (i) the
target market for such Notes is eligible counterparties and professional clients only, each as defined in MiFID II;
(ii)
78583628_3

and (ii) all channels for distribution of such Notes to eligible counterparties and professional clients are
appropriate. The target market and distribution channel(s) may vary in relation to sales outside the EEA in light
of local regulatory regimes in force in the relevant jurisdiction. Any person subsequently offering, selling or
recommending such 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 such Notes (by either adopting or refining the manufacturers' target market assessment)
and determining appropriate distribution channels.
The Notes are subject to restrictions on resale and transfer as described under "Plan of Distribution" and
"Transfer Restrictions." By purchasing any Notes, you are deemed to have made certain acknowledgments,
representations and agreements as described in those sections of these Listing Particulars. You may be required
to bear the financial risks of investing in the Notes for an indefinite period of time.
We have prepared these Listing Particulars solely for use in connection with this offering and for
applying to the Luxembourg Stock Exchange for the Notes to be admitted to listing on the Official List of the
Luxembourg Stock Exchange and trading on the Euro MTF.
You are not to construe the contents of these Listing Particulars (including the information incorporated
by reference herein) as investment, legal or tax advice. You should consult your own counsel, accountant and
other advisers as to legal, tax, business, financial and related aspects of a purchase of the Notes. You are
responsible for making your own examination of us and your own assessment of the merits and risks of investing
in the Notes. We are not, and the Initial Purchasers are not, making any representations to you regarding the
legality of an investment in the Notes by you.
The information contained in these Listing Particulars (including the information incorporated by
reference herein) has been furnished by us and other sources we believe to be reliable. No representation or
warranty, express or implied, is made by the Initial Purchasers as to the accuracy or completeness of any of the
information set out in these Listing Particulars or incorporated by reference herein, and nothing contained in these
Listing Particulars or incorporated by reference herein is or shall be relied upon as a promise or representation by
the Initial Purchasers, whether as to the past or the future. These Listing Particulars (including the information
incorporated by reference herein) contain summaries, believed to be accurate, of some of the terms of specified
documents, but reference is made to the actual documents, copies of which will be made available by us upon
request, for the complete information contained in those documents. Copies of such documents and other
information relating to the issuance of the Notes will also be available for inspection at the specified offices of the
paying agent. All summaries of the documents contained herein are qualified in their entirety by this reference.
You agree to the foregoing by accepting these Listing Particulars.
The Issuer accepts responsibility for the information contained in these Listing Particulars (including the
information incorporated by reference herein) and has made all reasonable inquiries and confirmed to the best of
its knowledge, information and belief that the information contained in these Listing Particulars (including the
information incorporated by reference herein) with regard to the Issuer, each of their respective subsidiaries and
affiliates, and the Notes is true and accurate in all material respects, that the opinions and intentions expressed in
these Listing Particulars (including the information incorporated by reference herein) are honestly held, and we
are not aware of any other facts the omission of which would make these Listing Particulars (including the
information incorporated by reference herein) or any statement contained herein misleading in any material
respect, as of the date hereof.
No person is authorized in connection with any offering made pursuant to these Listing Particulars to
give any information or to make any representation not contained in these Listing Particulars (including the
information incorporated by reference herein), and, if given or made, any other information or representation must
not be relied upon as having been authorized by us or the Initial Purchasers. The information contained in these
Listing Particulars is current at the date hereof, and the information incorporated by reference herein is current at
the date of such incorporated document. Neither the delivery of these Listing Particulars at any time nor any
subsequent commitment to enter into any financing shall, under any circumstances, create any implication that
there has been no change in the information set out in these Listing Particulars or incorporated by reference herein
or in our affairs since the date of these Listing Particulars or the date of the relevant incorporated document.
The distribution of these Listing Particulars and the offer and sale of the Notes may be restricted by law
in some jurisdictions. Persons into whose possession these Listing Particulars or any of the Notes come must
(iii)
78583628_3

inform themselves about, and observe any restrictions on the transfer and exchange of the Notes. See "Plan of
Distribution" and "Transfer Restrictions."
These Listing Particulars do 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. You must comply with all laws that apply to you in any place
in which you buy, offer or sell any Notes or possess these Listing Particulars. You must also obtain any consents
or approvals that you need in order to purchase any Notes. The Issuer and the Initial Purchasers are not responsible
for your compliance with these legal requirements. You may be required to bear the financial risks of investing in
the Notes for an indefinite period of time.
(iv)
78583628_3