Obligation IntrumJax AB 4.875% ( XS2211136168 ) en EUR

Société émettrice IntrumJax AB
Prix sur le marché refresh price now   100 %  ▲ 
Pays  Suede
Code ISIN  XS2211136168 ( en EUR )
Coupon 4.875% par an ( paiement semestriel )
Echéance 14/08/2025



Prospectus brochure de l'obligation Intrum AB XS2211136168 en EUR 4.875%, échéance 14/08/2025


Montant Minimal 100 000 EUR
Montant de l'émission 600 000 000 EUR
Description détaillée Intrum AB est une société suédoise de gestion de créances, active dans le recouvrement de créances et la gestion de portefeuilles de créances pour les entreprises et les institutions financières.

L'Obligation émise par IntrumJax AB ( Suede ) , en EUR, avec le code ISIN XS2211136168, paye un coupon de 4.875% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/08/2025









OFFERING MEMORANDUM


NOT FOR GENERAL DISTRIBUTION

IN THE UNITES STATES
600 million 4.875% Senior Notes due 2025

issued by
Intrum AB (publ)
Intrum AB (publ), a Swedish public limited liability company (the "Issuer"), is offering (the "Offering") 600 million in aggregate
principal amount of its 4.875% Senior Notes due 2025 (the "Notes").
The Notes will mature on August 15, 2025. The Issuer will pay interest on the Notes semi-annually on each May 15 and November
15, commencing on November 15, 2020. Prior to August 15, 2022 the Issuer may, at its option, redeem all or a portion of the Notes by paying
the relevant "make-whole" premium. At any time and from time to time on or after August 15, 2022 the Issuer may redeem all or part of the
Notes at the redemption prices set forth herein. In addition, prior to August 15, 2022 the Issuer may, at its option, redeem up to 40% of the
Notes with the net proceeds from certain equity offerings at the redemption price set forth herein.
Upon the occurrence of certain events constituting a defined change of control, or if the Issuer sells certain of its assets, the Issuer
may be required to make an offer to purchase the Notes. In the event of certain developments affecting taxation, the Issuer may redeem all,
but not less than all, of the Notes.
The Notes will be senior obligations of the Issuer, will rank equally in right of payment with all of the Issuer's existing and future
indebtedness that is not subordinated in right of payment to the Notes and will rank senior in right of payment to any and all of the existing
and future indebtedness of the Issuer that is expressly subordinated in right of payment to the Notes. The Notes will be unsecured and will be
effectively subordinated to any existing and future secured indebtedness of the Issuer, including any amounts owing under the Revolving
Credit Facility, the 2023 Private Placement Notes, the Backstop Revolving Credit Facility (each as defined herein) and certain hedging
arrangements, in each case to the extent of the value of assets securing such indebtedness. The Notes will not be guaranteed by any of the
Issuer's subsidiaries and will be structurally subordinated to all existing and future indebtedness of such subsidiaries, including such
subsidiaries' obligations under the Revolving Credit Facility and the Backstop Revolving Credit Facility.
The Notes will be listed on the Securities Official List of the Luxembourg Stock Exchange (the "Exchange"). There can be no
assurance that such listing will be maintained.
The Notes will be issued in the form of one or more global notes in book-entry form. The Issuer expects that the Notes will be
deposited and registered in the name of a nominee for a common depositary for Euroclear Bank SA/NV ("Euroclear") and Clearstream
Banking S.A. ("Clearstream") on or about the Issue Date.
The Notes will initially be held in global registered form in minimum denominations of 100,000 and in integral multiples of
1,000 in excess thereof.
See "Risk Factors" beginning on page 27 for a discussion of certain risks that you should consider in connection with an
investment in the Notes.
Price for the Notes: 100% plus accrued interest, if any, from the Issue Date
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 may not be offered or sold within the United States or to, or for the account of, U.S.
persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act. In
the United States, this offering is being made only to "qualified institutional buyers" (as defined under Rule 144A under the U.S. Securities
Act ("Rule 144A")) (a "QIB"). Outside of the United States, this offering is being made to certain non-U.S. persons in offshore transactions
within the meaning of and in reliance on Regulation S under the U.S. Securities Act ("Regulation S"). You are hereby notified that sellers 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. See "Important
Information about this Offering Memorandum" for further details about eligible offerees and "Transfer Restrictions" for transfer and resale
restrictions.
Joint Book-Running Managers



Morgan Stanley
Goldman
Sachs
J.P. Morgan
Nordea
SEB
International
BNP PARIBAS
Credit Suisse
Citigroup
Danske Bank
Deutsche Bank
DNB Markets
NatWest Markets
Nykredit
Swedbank AB
The date of this Offering Memorandum is August 14, 2020




TABLE OF CONTENTS
IMPORTANT INFORMATION ABOUT THIS OFFERING MEMORANDUM ................................................. i
STABILIZATION ................................................................................................................................................. ii
NOTICE TO CERTAIN INVESTORS ................................................................................................................. ii
FORWARD-LOOKING STATEMENTS ........................................................................................................... vii
PRESENTATION OF FINANCIAL AND OTHER INFORMATION ................................................................. x
PRESENTATION OF INDUSTRY AND MARKET DATA ........................................................................... xvii
EXCHANGE RATES ....................................................................................................................................... xviii
CERTAIN DEFINITIONS AND GLOSSARY.................................................................................................... xx
SUMMARY ........................................................................................................................................................... 1
SIMPLIFIED CORPORATE AND FINANCING STRUCTURE ....................................................................... 12
THE OFFERING .................................................................................................................................................. 14
SUMMARY HISTORICAL CONSOLIDATED FINANCIAL AND OTHER DATA ....................................... 17
RISK FACTORS .................................................................................................................................................. 27
USE OF PROCEEDS ........................................................................................................................................... 60
CAPITALIZATION ............................................................................................................................................. 61
SELECTED HISTORICAL CONSOLIDATED FINANCIAL AND OTHER DATA ........................................ 63
MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS ........................................................................................................................................... 67
INDUSTRY OVERVIEW .................................................................................................................................. 102
BUSINESS ......................................................................................................................................................... 109
REGULATORY OVERVIEW ........................................................................................................................... 128
MANAGEMENT ............................................................................................................................................... 135
PRINCIPAL SHAREHOLDERS AND RELATED PARTY TRANSACTIONS ............................................. 141
DESCRIPTION OF OTHER INDEBTEDNESS ............................................................................................... 142
DESCRIPTION OF THE NOTES ...................................................................................................................... 183
BOOK-ENTRY, DELIVERY AND FORM....................................................................................................... 256
TAX CONSIDERATIONS ................................................................................................................................ 260
CERTAIN ERISA CONSIDERATIONS ........................................................................................................... 266
PLAN OF DISTRIBUTION ............................................................................................................................... 268
TRANSFER RESTRICTIONS ........................................................................................................................... 271
LEGAL MATTERS ........................................................................................................................................... 275
INDEPENDENT AUDITORS ........................................................................................................................... 275
ENFORCEMENT OF FOREIGN JUDGMENTS AND SERVICE OF PROCESS .......................................... 276
AVAILABLE INFORMATION ........................................................................................................................ 278
LISTING AND GENERAL INFORMATION ................................................................................................... 279
INDEX TO FINANCIAL STATEMENTS ........................................................................................................ F-1

No person has been authorized to give any information or to make any representations other than those
contained in this Offering Memorandum. This Offering Memorandum does not offer to sell or solicit offers
to buy any Notes 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 Notes.





IMPORTANT INFORMATION ABOUT THIS OFFERING MEMORANDUM
We have prepared this offering memorandum (the "Offering Memorandum") based on information we
have or have obtained from sources we believe to be reliable. Summaries of documents contained in this Offering
Memorandum may not be complete. None of us or any of the Initial Purchasers (as defined herein) represent that
the information herein is complete. The information in this Offering Memorandum is current only as of the date
on the cover and our business or financial condition and other information in this Offering Memorandum may
change after that date. Neither the delivery of this Offering Memorandum nor any sale made hereunder shall under
any circumstances imply that the information herein is correct as of any date subsequent to the date on the cover
of this Offering Memorandum. Information in this Offering Memorandum is not legal, tax or business advice;
accordingly, you should consult your own legal, tax and business advisors regarding an investment in the Notes.
You should base your decision to invest in the Notes solely on information contained in this
Offering Memorandum. Neither we nor the Initial Purchasers have authorized anyone to provide you with
any different information. If anyone provides you with different or inconsistent information, you should
not rely on it. The information contained on, or accessible through, our website, including our annual and
interim reports, is not incorporated by reference in, and should not be considered a part of, this offering
memorandum.
We are offering the Notes in reliance on an exemption from registration under the U.S. Securities Act
for an offer and sale of securities that does not involve a public offering. The Notes have not been and will not be
registered under the U.S. Securities Act or with any securities regulatory authority of any other jurisdiction. The
Issuer has not registered, and does not intend to register, as an investment company under the U.S. Investment
Company Act of 1940, as amended. The Notes may be offered, sold or delivered in the United States in reliance
on Rule 144A only to persons that are QIBs acting for their own account or for the account of another QIB. If you
purchase the Notes, you will be deemed to have made certain acknowledgments, representations and warranties
as detailed under "Transfer Restrictions." You may be required to bear the financial risk of an investment in the
Notes for an indefinite period. Neither we nor the Initial Purchasers are making an offer to sell the Notes in any
jurisdiction where the offer and sale of the Notes is prohibited. Neither we nor any of the Initial Purchasers make
any representation to you that the Notes are a legal investment for you. No action has been, or will be, taken to
permit a public offering in any jurisdiction where action would be required for that purpose.
Each prospective purchaser of the Notes must comply with all applicable laws, rules and regulations in
force in any jurisdiction in which it purchases, offers or sells the Notes and must obtain any consent, approval or
permission required by it for the purchase, offer or sale by it of the Notes under the laws and regulations in force
in any jurisdiction to which it is subject or in which it makes such purchases, offers or sales and neither we nor
the Initial Purchasers shall have any responsibility therefor.
None of the U.S. Securities and Exchange Commission (the "SEC"), any U.S. state securities
commission or any non-U.S. securities authority or other authority has approved or disapproved of the Notes or
determined if this Offering Memorandum is truthful or complete. Any representation to the contrary is a criminal
offense.
We have prepared this Offering Memorandum solely for use in connection with the Offering.
We accept responsibility for the information contained in this Offering Memorandum. To our best
knowledge, the information contained in this Offering Memorandum is in accordance with the relevant facts and
does not omit anything likely to affect the import of this Offering Memorandum. No person is authorized in
connection with the Offering made pursuant to this Offering Memorandum to give any information or to make
any representation not contained in this Offering Memorandum 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. This Offering
Memorandum may only be used for the purposes for which it has been published. No representation or warranty,
express or implied, is made by the Initial Purchasers, the Trustee, Registrar, Principal Paying Agent or Transfer
Agent as to the accuracy or completeness of any of the information set out in this Offering Memorandum and
nothing contained in this Offering Memorandum is or shall be relied upon as a promise or representation by the
Initial Purchasers, whether as to the past, present or as to the future.
i





We have prepared this Offering Memorandum solely for use in connection with the offer of the Notes to
QIBs pursuant to Rule 144A and to non-U.S. persons (within the meaning of Regulation S) outside the United
States in compliance with Regulation S as described in this Offering Memorandum. You agree that you will hold
the information contained in this Offering Memorandum and the transactions contemplated hereby in confidence.
You may not distribute this Offering Memorandum to any person other than a person retained to advise you in
connection with the purchase of the Notes.
We and the Initial Purchasers may reject any offer to purchase the Notes in whole or in part, sell less
than the entire principal amount of the Notes offered hereby or allocate to any purchaser less than all of the Notes
for which it has subscribed.
The information set out in this Offering Memorandum describing clearing and settlement arrangements,
including set out in the section entitled "Book-Entry, Delivery and Form," is subject to change in or
reinterpretation of the rules, regulations and procedures of Euroclear and Clearstream currently in effect. While
we accept responsibility for accurately summarizing the information concerning Euroclear and Clearstream, we
accept no further responsibility in respect of such information.
The Notes will be listed on the Securities Official List of the Exchange, without admission to trading on
one of the securities markets operated by the Exchange. The Issuer may be required to update the information in
this Offering Memorandum to reflect changes in our business, financial condition or results of operations and
prospects.
The Notes may be 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. Prospective purchasers should be aware that they may be required to bear
the financial risks of this investment for an indefinite period of time. See "Transfer Restrictions."
STABILIZATION
IN CONNECTION WITH THE OFFERING OF THE NOTES, MORGAN STANLEY & CO.
INTERNATIONAL PLC (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 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 MUST END NO LATER
THAN THE EARLIER OF 30 CALENDAR DAYS AFTER THE ISSUE DATE (AS DEFINED HEREIN) AND
60 CALENDAR DAYS AFTER THE DATE OF THE ALLOTMENT OF THE NOTES.
NOTICE TO CERTAIN INVESTORS
Belgium. The Notes are not offered, directly or indirectly, to the public in Belgium. The Notes are being
offered in Belgium to qualified investors only, within the meaning of Article 3, §2, a) and 10 of the Belgian law
of June 16, 2006, on the public offering of securities and admission of securities to trading on a regulated market
("Belgian Prospectus Law") and/or on the basis of the other exemptions set out in Article 3, §2 of the Belgian
Prospectus Law. Accordingly, this Offering Memorandum has not been and will not be notified to, or approved
by, the Belgian banking, finance and insurance commission (Commissie voor het bank; financie-en
assurantiewezen/Commission bancaire, financiére et des assurances). This offering cannot be advertised and this
Offering Memorandum and any other information, circular, brochure or similar documents may not be distributed,
directly or indirectly, in Belgium other than to said qualified investors or, as the case may be, other than on the
basis of the other exemptions set out in Article 3, §2 of the Belgian Prospectus Law.
Canada. The Notes may only be offered or sold in the provinces of British Columbia, Alberta,
Saskatchewan, Ontario, Québec, New Brunswick, Nova Scotia and Prince Edward Island to or for the benefit of
a resident of these provinces pursuant to an exemption from the requirement to file a prospectus in such province
in which such offer or sale is made, and only by a registrant duly registered under the applicable securities laws
of that province or by a registrant that is relying in that province on the "international dealer" exemption provided
by section 8.18 of National Instrument 31 103 Registration Requirements, Exemptions and Ongoing Registrant
Obligations ("NI 31 103"). Furthermore, the Notes may only be offered or sold to residents of any such province
ii





that are purchasing, or deemed to be purchasing, as principal, that are "accredited investors" as defined in National
Instrument 45 106 Prospectus Exemptions ("NI 45 106") or subsection 73.3(1) of the Securities Act (Ontario) and
that are "permitted clients" as defined in NI 31 103. Each Canadian purchaser hereby acknowledges that 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 and that it shall be deemed to represent and warrant it is an accredited
investor and is purchasing as principal (or deemed principal) in connection with any purchase of Notes hereunder.
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 of residence for
particulars of these rights or consult with a legal advisor.
Pursuant to section 3A.3 of 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.
We and the Initial Purchasers hereby notify prospective Canadian purchasers that: (a) we may be required
to provide personal information pertaining to the purchaser as required to be disclosed in Schedule I of Form 45
106F1 under NI 45 106 (including its name, address, telephone number, email and the aggregate purchase price
of any Notes purchased) ("personal information"), which Form 45 106F1 may be required to be filed by us under
NI 45 106, (b) such personal information may be delivered to the Ontario Securities Commission (the "OSC"), in
accordance with NI 45 106, (c) such personal information is collected indirectly by the OSC under the authority
granted to it under the securities legislation of Ontario, (d) such personal information is collected for the purposes
of the administration and enforcement of the securities legislation of Ontario, and (e) the public official in Ontario
who can answer questions about the OSC's indirect collection of such personal information is the Administrative
Support Clerk at the OSC, Suite 1903, Box 55, 20 Queen Street West, Toronto, Ontario M5H3S8, Telephone:
(416) 593 3684. Prospective Canadian purchasers that purchase Notes in this offering will be deemed to have
authorized the indirect collection of the personal information by the OSC, and to have acknowledged and
consented to its name, address, telephone number, email rand other specified information, including the aggregate
purchase price paid by the purchaser, being disclosed to other Canadian securities regulatory authorities, and to
have acknowledged that such information may become available to the public in accordance with requirements of
applicable Canadian laws.
Upon receipt of this document, each Canadian purchaser hereby confirms that it has expressly requested
that all documents evidencing or relating in any way to the sale of the securities described herein (including for
greater certainty any purchase confirmation or any notice) be drawn up in the English language only. Par la
réception de ce document, chaque acheteur(se) canadien(ne) confirme par les présentes qu'il(elle) a expressément
exigé que tous les documents faisant foi ou se rapportant de quelque manière que ce soit à la vente des valeurs
mobilières décrites aux présentes (incluant, pour plus de certitude, toute confirmation d'achat ou tout avis) soient
rédigés en anglais seulement.
European Economic Area and the United Kingdom. This Offering Memorandum has been prepared on
the basis that all offers of the Notes will be made pursuant to an exemption under the Prospectus Regulation from
the requirement to produce a prospectus for offers of the Notes. The expression "Prospectus Regulation" means
Regulation (EU) 2017/1129 (as amended), and includes any relevant implementing measure in each member state
("EEA Member State") of the European Economic Area (the "EEA") or the United Kingdom.
Accordingly, any person making or intending to make any offer within the EEA or the United Kingdom
of the Notes should only do so in circumstances in which no obligation arises for us or the Initial Purchasers to
produce a prospectus for such offer. Neither we nor the Initial Purchasers have authorized, nor do authorize, the
making of any offer of Notes through any financial intermediary, other than offers made by the Initial Purchasers,
which constitute the final placement of the Notes contemplated in this Offering Memorandum.
The Notes 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 or the United Kingdom. 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"); (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; or (iii) not a "qualified investor" as defined in the
Prospectus Regulation. Consequently no key information document required by Regulation (EU) No 1286/2014
iii





(as amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to
retail investors in the EEA or the United Kingdom has been prepared and therefore offering or selling the Notes
or otherwise making them available to any retail investor in the EEA or the United Kingdom may be unlawful
under the PRIIPs Regulation.
For the purposes of this section, the expression an "offer of Notes to the public" in relation to any Notes
in any EEA Member State or the United Kingdom 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 EEA Member State or the United Kingdom by
any measure implementing the Prospectus Regulation in that EEA Member State or the United Kingdom.
Professional investors and ECPs (as defined below) only target market: Solely for the purposes of the
product approval process of each of Morgan Stanley & Co International Plc, J.P. Morgan Securities plc, DNB
Bank ASA, Nordea Bank Abp, Skandinaviska Enskilda Banken AB (publ) and Swedbank AB (publ) as Joint
Bookrunners of the Notes (each a "Manufacturer"), 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 ("ECPs") and professional
clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Notes to ECPs and
professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a
"distributor") should take into consideration the Manufacturer's target market assessment; however, and without
prejudice to our obligations in accordance with MiFID II, 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
Manufacturer's target market assessment) and determining appropriate distribution channels.
France. This Offering Memorandum has not been prepared and is not being distributed in the context of
an offer to the public of financial securities in France within the meaning of Article L.411 1 of the French Code
monétaire et financier and Title 1 of Book II of the Règlement Général de l'Autorité des Marchés Financiers, and
has not been approved by, registered or filed with the Autorité des marchés financiers (the "AMF"), nor any
competent authority of another EEA Member State that would have notified its approval to the AMF under the
Prospectus Regulation as implemented in France and in any relevant EEA Member State. Therefore, the Notes
may not be, directly or indirectly, offered or caused to be offered or sold to the public in France (offre au public
de titres financiers) and this Offering Memorandum and any other offering or marketing material or information
relating to the Notes has not been and will not be released, issued or distributed or caused to be released, issued
or distributed to the public in France or used in connection with any offer for subscription or sales of the Notes to
the public in France in any way that would constitute, directly or indirectly, an offer to the public in France. Offers,
sales and distributions have only been and shall only be made in France to qualified investors (investisseurs
qualifiés) acting solely for their own account (agissant pour compte propre) and/or to providers of investment
services relating to portfolio management for the account of third parties (personnes fournissant le service
d'investissement de gestion de portefeuille pour compte de tiers), all as defined in and in accordance with Articles
L.411 1, L.411 2, D.411 1, D.411 4, D.744 1, D.754 1 and D.764 1 of the French Code monétaire et financier.
Prospective investors are informed that (a) this Offering Memorandum has not been and will not be submitted for
clearance to the AMF, (b) in compliance with Articles L.411 2, D.411 1, D.411 4, D.744 1, D.754 1 and D.764 1
of the French Code monétaire et financier, any qualified investors subscribing for the Notes should be acting for
their own account (agissant pour compte propre) and (c) the direct and indirect distribution or sale to the public
of the Notes acquired by them may only be made in compliance with Articles L.411 1, L.411 2, L.412 1 and L.621
8 through L. 621 8 3 of the French Code monétaire et financier.
Germany. The Offering is not a public offering in the Federal Republic of Germany. The Notes may only
be offered, sold and acquired in accordance with the provisions of the Securities Prospectus Act of the Federal
Republic of Germany (Wertpapierprospektgesetz) (the "Securities Prospectus Act"), as amended, the
Commission Regulation (EC) No. 809/2004 of April 29, 2004, as amended, and any other applicable German law.
No application will be made under German law to permit a public offer of the Notes in the Federal Republic of
Germany. This Offering Memorandum has not been approved for purposes of a public offer of the Notes and
accordingly the Notes may not be, and are not being, offered or advertised publicly or by public promotion in the
Federal Republic of Germany. Therefore, this Offering Memorandum is strictly for private use and the Offering
is only being made to recipients to whom the document is personally addressed and does not constitute an offer
or advertisement to the public. The Notes will only be available to, and this Offering Memorandum and any other
offering material in relation to the Notes is directed only at, persons who are qualified investors (qualifizierte
Anleger) within the meaning of Section 2 No. 6 of the German Securities Prospectus Act. Any resale of the Notes
in the Federal Republic of Germany must be made only in accordance with the German Securities Prospectus Act
and other applicable laws. The Issuer has not, and does not intend to, file a securities prospectus with the German
iv





Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) ("BaFin") or obtain a
notification to the BaFin from another competent authority of an EEA Member State.
The Netherlands. The Notes which are the subject of the Offering contemplated by this Offering
Memorandum are not and may not be offered or sold in the Netherlands other than to persons or entities which
are qualified investors (gekwalificeerde beleggers) as defined in section 1:1 of the Dutch Financial Supervision
Act (Wet op het financieel toezicht or the "AFS"). Each purchaser of the Notes described in this Offering
Memorandum located in the Netherlands will be deemed to have represented, acknowledged and agreed that it is
a qualified investor (gekwalificeerde belegger) as defined in section 1:1 of the AFS. For the purposes of this
provision, the expression "an offer of the Notes to the public" in relation to any Notes in the Netherlands means
to make a sufficiently specific offer addressed to more than one person as referred to in section 217(1) of Book 6
of the Dutch Civil Code to conclude a contract to purchase or otherwise acquire the Notes, or to issue an invitation
to make an offer of the Notes.
Norway. This Offering Memorandum is not a prospectus and has not been prepared in accordance with
the prospectus requirements provided for in the Norwegian Securities Trading Act of 2007 nor any other
Norwegian enactment. Neither the Norwegian Financial Supervisory Authority (Finanstilsynet) nor any other
Norwegian public body has examined, approved or registered this Offering Memorandum or will examine,
approve or register this Offering Memorandum. Accordingly, this Offering Memorandum may not be made
available, nor may the Notes otherwise be marketed and offered for sale, in Norway other than in circumstances
that constitute an exemption from the requirement to prepare a prospectus under the Norwegian Securities Trading
Act of 2007.
Portugal. Neither the Offering, nor the Notes have been approved by the Portuguese Securities and
Exchange Commission (Comissão do Mercado de Valores Mobiliários, the "CMVM") or by any other competent
authority of another EEA Member State and notified to the CMVM. The Notes may not, directly or indirectly, be
offered or sold in Portugal, and neither can the Offering Memorandum, any prospectus, form of application,
advertisement or other document or information relating to the Notes be distributed or published in Portugal and
no action has been or will be taken in the future that would permit a public offering of any of the Notes in Portugal
or for this Offering Memorandum to be distributed or published in Portugal. Accordingly, no Notes may be
offered, sold or distributed, except under circumstances that will not be considered as a public offering under
article 109 of the Portuguese Securities Code (Código dos Valores Mobiliários) approved by Decree Law no.
486/99, of 13 November, as last amended and republished by Law no. 35/2018, of 20 July, which has implemented
MiFID II into Portuguese national law (the "PSC"). As a result, the Offering, and any material relating to the
Offering, is addressed solely to, and may only be accepted by, any persons or legal entities that are resident in
Portugal or that will hold the Notes through a permanent establishment in Portugal (each a "Portuguese
Investor") to the extent that the Portuguese Investors are deemed professional investors (investidores
profissionais) (each a "Portuguese Professional Investor") under paragraphs 1 and 4 of article 30 of the PSC.
Spain. The Notes may not be sold, offered or distributed in Spain except in accordance with the
requirements of the Royal Legislative Decree 4/2015, of October 23, approving the amended and restated text of
the Spanish Securities Market Law (Real Decreto Legislativo 4/2015, de 23 de octubre, por el que se aprueba el
texto refundido de la Ley del Mercado de Valores), as amended and restated, and Royal Decree 1310/2005, of
November 4, 2005 on the listing of securities, public offers and applicable prospectus (Real Decreto 1310/2005,
de 4 de noviembre, por el que se desarrolla parcialmente la Ley 24/1988, de 28 de julio, del Mercado de Valores
en materia de admisión a negociación de valores en mercados secundarios oficiales, de ofertas públicas de venta
o suscripción y del folleto exigible a tales efectos), as amended from time to time (the "Spanish Securities Market
Law"). The Notes may not be sold, offered or distributed to persons in Spain, except in circumstances which do
not constitute a public offer (oferta pública) of securities in Spain, within the meaning of the Spanish Securities
Market Law. Neither the Notes, the Offering nor this Offering Memorandum and its contents have been approved
or registered with the Spanish Securities and Exchange Commission (Comisión Nacional del Mercado de
Valores), and therefore it is not intended for the public offering or sale of Notes in Spain.
Sweden. This Offering Memorandum is not a prospectus and has not been prepared in accordance with
the prospectus requirements provided for in the Prospectus Regulation nor any other Swedish enactment. Neither
the Swedish Financial Supervisory Authority (Finansinspektionen) nor any other Swedish public body has
examined, approved or registered this Offering Memorandum or will examine, approve or register this Offering
Memorandum. Accordingly, this Offering Memorandum may not be made available, nor may the Notes otherwise
be marketed and offered for sale, in Sweden other than in circumstances that constitute an exemption from the
requirement to prepare a prospectus under the Prospectus Regulation.
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Switzerland. This Offering Memorandum, as well as any other material relating to the Notes which are
the subject of the Offering contemplated by this Offering Memorandum, do not constitute an issue prospectus
pursuant to article 652a and/or article 1156 of the Swiss Code of Obligations and may not comply with the
Directive for Notes of Foreign Borrowers of the Swiss Bankers Association. The Notes will not be listed on the
SIX Swiss Exchange ("SIX Swiss Exchange"), and, therefore, the documents relating to the Notes, including, but
not limited to, this Offering Memorandum, do not claim to comply with the disclosure standards of the Swiss
Code of Obligations and the listing rules of SIX Swiss Exchange and corresponding prospectus schemes annexed
to the listing rules of the SIX Swiss Exchange. The Notes are being offered in Switzerland by way of a private
placement (i.e. to a limited number of selected investors only), without any public advertisement and only to
investors who do not purchase the Notes with the intention to distribute them to the public. The investors will be
individually approached directly from time to time. This Offering Memorandum, as well as any other material
relating to the Notes, is personal and confidential and does not constitute an offer to any other person. This
Offering Memorandum, as well as any other material relating to the Notes, may only be used by those investors
to whom it has been handed out in connection with the Offering described herein and may neither directly nor
indirectly be distributed or made available to other persons without the Issuer's express consent. This Offering
Memorandum, as well as any other material relating to the Notes, may not be used in connection with any other
offer and shall in particular not be copied and/or distributed to the public in (or from) Switzerland.
United Kingdom. This Offering Memorandum is only being distributed to and is only directed at
(i) persons who are outside the United Kingdom, (ii) persons who have professional experience in matters relating
to investments and are investment professionals as defined within Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), (iii) high net worth bodies corporate and any
other person falling within Article 49(2)(a) to (d) of the Order, or (iv) 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 (as amended), or "FSMA"), and any other persons to whom it may otherwise lawfully be made in accordance
with the Order or Section 21 of the FSMA (all such persons together being referred to as "relevant persons").
United States. The Offering is being made in the United States in reliance upon an exemption from
registration under the U.S. Securities Act for an offer and sale of the Notes that does not involve a public offering.
In making your purchase, you will be deemed to have made certain acknowledgments, representations and
agreements. See "Transfer Restrictions."
This Offering Memorandum is being provided: (1) to a limited number of U.S. investors that the Issuer
reasonably believes to be "qualified institutional buyers" within the meaning of Rule 144A; and (2) to non-U.S.
investors outside the United States in connection with offshore transactions complying with Rule 903 or Rule 904
under Regulation S, in each case for informational use solely in connection with their consideration of the purchase
of the Notes. The Notes described in the 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.
THIS OFFERING MEMORANDUM CONTAINS IMPORTANT INFORMATION THAT YOU
SHOULD READ BEFORE YOU MAKE ANY DECISION WITH RESPECT TO AN INVESTMENT IN
THE NOTES.
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FORWARD-LOOKING STATEMENTS
This Offering Memorandum contains various "forward-looking statements" that reflect management's
current view with respect to future events and anticipated financial and operational performance. Forward-looking
statements as a general matter are all statements other than statements as to historical fact or present facts or
circumstances. The words "believe," "expect," "anticipate," "intend," "may," "plan," "estimate," "will," "should,"
"could," "aim" or "might" and similar expressions or the negatives of these expressions are intended to identify
forward-looking statements. Other forward-looking statements can be identified in the context in which the
statements are made. Forward-looking statements occur in a number of places in this Offering Memorandum,
including, among others, in the sections entitled "Summary," "Risk Factors," "Management Discussion and
Analysis of Financial Condition and Results of Operations," "Industry Overview" and "Business" and include,
among other things, statements relating to:
our strategy, outlook and growth prospects;
our operational and financial targets and dividend policy;
our liquidity, capital resources and capital expenditure;
our planned investments, acquisitions and/or divestments;
the expectations as to future growth in demand for our products and services;
the expected growth and other anticipated benefits, including any revenue or cost synergies or other
operational efficiency programs;
our increased focus on certain business areas and movement into new business areas, such as secured
loans and receivables and real estate servicing;
the impact of regulations on us and our operations;
the impact of changes in tax regulations that we are subject to;
the competitive environment in which we operate; and
the outcome of legal proceedings.
Although we believe that the expectations reflected in such forward-looking statements are reasonable,
we can provide no assurances that such expectations will prove to be correct. Such forward-looking statements
are not guarantees of future performance as any such expectations and forward-looking statements are based on
numerous assumptions. Any forward-looking statement speaks only as of the date on which it is made and we
undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise. Important risks, uncertainties and other factors that could cause these
differences include, but are not limited to:
changes in the economic conditions or trends in the markets in which we operate, including as a
result of pandemics such as the novel coronavirus ("COVID-19") pandemic or other global
economic and social disruptions;
inability to compete with businesses that may offer more attractive prices or have greater financing
resources;
reliance on clients in the financial services industry and risk of material failures in banking systems;
inability to collect payments on receivables owned or managed by us, including through litigation
or insolvency proceedings, and our customers' inability to fulfil their payment obligations towards
us, including as a result of the COVID-19 pandemic;
errors in our collection process or other operational matters, such as failure of third parties as part of
the supply chain to provide certain services;
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Document Outline