Obligation Innos Finance Plc 3.375% ( XS2250349581 ) en EUR

Innos Finance Plc

100 % ▲

Suisse

XS2250349581 ( en EUR )

3.375% par an ( paiement semestriel )

31/03/2026

Prospectus brochure de l'obligation Ineos Finance Plc XS2250349581 en EUR 3.375%, échéance 31/03/2026

100 000 EUR

325 000 000 EUR

Ineos Finance Plc est une société holding britannique qui gère les activités financières du conglomérat Ineos, fournissant des services financiers aux différentes filiales du groupe.

L'Obligation émise par Innos Finance Plc ( Suisse ) , en EUR, avec le code ISIN XS2250349581, paye un coupon de 3.375% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 31/03/2026

OFFERING MEMORANDUM
NOT FOR GENERAL CIRCULATION
AND LISTING PARTICULARS
IN THE UNITED STATES

INEOS Finance plc
325,000,000 33/8% Senior Secured Notes due 2026
Guaranteed on a senior secured basis by
INEOS Group Holdings S.A., INEOS Luxembourg I S.A., INEOS Holdings Limited
and certain of their subsidiaries

INEOS Finance plc (the "Issuer") is offering (the "Offering") 325,000,000 aggregate principal amount of its
33/8% Senior Secured Notes due 2026 (the "Notes"). Interest on the Notes will accrue from October 29, 2020 and be
payable semi-annually on May 15 and November 15 of each year, beginning May 15, 2021.
The Notes will mature on March 31, 2026. Some or all of the Notes may be redeemed prior to November 15,
2022, by paying 100% of the principal amount of such Notes plus a "make-whole" premium, and at any time on or after
November 15, 2022, at the redemption prices set forth in this offering memorandum. In addition, at any time on or prior
to November 15, 2022, we may redeem up to 40% of the aggregate principal amount of the Notes with the net proceeds
of certain equity offerings.
Upon the occurrence of certain events constituting a "change of control," each holder of the Notes may require
the Issuer to repurchase all or a portion of its Notes. All of the Notes may also be redeemed at 100% of their principal
amount plus accrued interest if at any time the Issuer or any guarantor becomes obligated to pay withholding taxes as a
result of certain changes in law.
The Notes are the Issuer's senior secured obligations and (i) rank pari passu in right of payment with all of the
Issuer's existing and future indebtedness that is not subordinated to the Notes; and (ii) are guaranteed by INEOS Group
Holdings S.A. (the "Parent"), INEOS Luxembourg I S.A. ("Lux I"), INEOS Holdings Limited and certain of their
subsidiaries on a senior secured basis (together, the "Guarantors"). Within 30 days (or in the case of real property
collateral, 90 days) after issuance, the Notes and the guarantees will be secured by first ranking liens (subject to certain
exceptions) on the same assets that secure the 2026 Senior Secured Notes, the 2025 Senior Secured Notes, the
Schuldschein Loan and the Senior Secured Term Loans as more fully described in "Description of the Collateral and
Guarantees," and elsewhere in this offering memorandum.
This offering memorandum includes more detailed information on the terms of the Notes, the guarantees and the
security interests as briefly described above, including redemption and repurchase prices, security, covenants and transfer
restrictions and, therefore, this offering memorandum should be read as a whole by any prospective purchaser in making
a determination as to whether to invest in the Notes. This offering memorandum may only be used for the purposes for
which it has been published.
Currently there is no public market for the Notes. This document constitutes the listing particulars ("Listing
Particulars") in respect of the admission of the Notes to the Offical List and to trading on the Euro MTF market of the
Luxembourg Stock Exchange (the "Euro MTF Market"). Application was made to the Luxembourg Stock Exchange for
the approval of this document as Listing Particulars. Application has been made to list the Notes on the Official List of
the Luxembourg Stock Exchange and for trading on the Euro MTF market. This offering memorandum constitutes a
prospectus for purposes of Part IV of the Luxembourg law on prospectus securities dated July 16, 2019. The Euro MTF
market is not a regulated market pursuant to the provisions of Directive 2014/65/EC on markets in financial instruments.
The Euro MTF market falls within the scope of Regulation (EC) 596/2014 on market abuse and Directive 2014/57/EU on
criminal sanctions for market abuse.
Investing in the Notes involves risks that are described in the "Risk Factors" section beginning on page 23 of this
offering memorandum.

Offering price for the Notes: 100.000% plus accrued interest from the issue date, if any.
The Notes and the guarantees have not been, and will not be, registered under the U.S. Securities Act of
1933, as amended (the "Securities Act"), or the securities laws of any other jurisdiction. The Notes are being
offered and sold only to (i) qualified institutional buyers in accordance with Rule 144A under the Securities Act
and (ii) non-U.S. persons outside the United States in accordance with Regulation S under the Securities Act. For
further details about eligible offerees and resale restrictions, please see "Notice to Investors."
Delivery of the Notes was made to investors in book-entry form through Euroclear Bank SA/NV ("Euroclear")
and Clearstream Banking, S.A. ("Clearstream") on October 29, 2020. Interests in each global note will be exchangeable
for the relevant definitive Notes only in certain limited circumstances. See "Book-Entry; Delivery and Form."

Joint Global Coordinators
BofA Securities
Credit Suisse
Deutsche Bank
Joint Bookrunners
BNP Paribas
Lloyds Bank Corporate Markets
Santander

The date of these Listing Particulars is November 16, 2020.

You should rely only on the information contained in this offering memorandum. None of the Issuer, the
Guarantors, any other members of the Group or any of the initial purchasers (each, as defined herein) has authorized
anyone to provide you with different information. If anyone provides you with different or inconsistent information, you
should not rely on it. None of the Issuer, the Guarantors, any other members of the Group or any of the initial purchasers
is making an offer of the Notes in any jurisdiction where the Offering is not permitted. You should not assume that the
information contained in this offering memorandum is accurate at any date other than the date on the front of this
offering memorandum. Our business, financial condition, results of operations and prospects may have changed since
that date.
TABLE OF CONTENTS
PRESENTATION OF FINANCIAL AND NON-IFRS INFORMATION ............................................................
xi
CERTAIN DEFINITIONS .....................................................................................................................................
xv
EXCHANGE RATE INFORMATION ..................................................................................................................
xxi
FORWARD-LOOKING STATEMENTS ..............................................................................................................
xxii
TAX CONSIDERATIONS ....................................................................................................................................
xxiv
TRADEMARKS AND TRADE NAMES ..............................................................................................................
xxiv
HISTORICAL AND CURRENT MARKET AND INDUSTRY DATA ...............................................................
xxiv
SUMMARY ...........................................................................................................................................................
1
RECENT DEVELOPMENTS ................................................................................................................................
12
THE OFFERING ....................................................................................................................................................
14
SUMMARY HISTORICAL CONSOLIDATED AND OTHER FINANCIAL INFORMATION ........................
19
RISK FACTORS ....................................................................................................................................................
23
THE TRANSACTIONS .........................................................................................................................................
57
USE OF PROCEEDS .............................................................................................................................................
58
CAPITALIZATION ...............................................................................................................................................
59
SELECTED CONSOLIDATED FINANCIAL INFORMATION .........................................................................
60
OPERATING AND FINANCIAL REVIEW AND PROSPECTS ........................................................................
63
INDUSTRY AND MARKET OVERVIEW ..........................................................................................................
91
BUSINESS .............................................................................................................................................................
106
THE ISSUER .........................................................................................................................................................
140
MANAGEMENT ...................................................................................................................................................
141
PRINCIPAL SHAREHOLDERS ...........................................................................................................................
143
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS .....................................................
144
DESCRIPTION OF OTHER INDEBTEDNESS ...................................................................................................
147
DESCRIPTION OF THE NOTES .........................................................................................................................
174
DESCRIPTION OF THE COLLATERAL AND THE GUARANTEES ..............................................................
284
LIMITATIONS ON VALIDITY AND ENFORCEABILITY OF THE GUARANTEES AND THE
SECURITY INTERESTS ..................................................................................................................................
292
BOOK-ENTRY; DELIVERY AND FORM ..........................................................................................................
337
CERTAIN TAX CONSIDERATIONS ..................................................................................................................
341
NOTICE TO INVESTORS ....................................................................................................................................
346
ERISA CONSIDERATIONS .................................................................................................................................
350
PLAN OF DISTRIBUTION ..................................................................................................................................
352
LEGAL MATTERS ...............................................................................................................................................
356
INDEPENDENT AUDITORS ...............................................................................................................................
357
WHERE YOU CAN FIND MORE INFORMATION ...........................................................................................
358
SERVICE OF PROCESS AND ENFORCEMENT OF JUDGMENTS ................................................................
359
LISTING AND GENERAL INFORMATION ......................................................................................................
368

i

IMPORTANT INFORMATION
We have prepared this offering memorandum solely for use in connection with the offer of the Notes to
qualified institutional buyers under Rule 144A under the Securities Act and to non-U.S. persons (within the meaning of
Regulation S under the Securities Act) outside the United States under Regulation S under the Securities Act. By
accepting delivery of this offering memorandum, you agree to these restrictions. Please see "Notice to Investors."
This offering memorandum is based on information provided by us and by other sources that we believe are
reliable. We cannot assure you that information included herein is accurate or complete. No representation or warranty,
express or implied, is made by the initial purchasers or any of their respective affiliates as to the accuracy, adequacy or
completeness of any information set forth in this offering memorandum, and nothing contained in this offering
memorandum is or shall be relied upon as a promise or representation, whether as to the past or the future. This offering
memorandum summarizes certain documents and other information and we refer you to them for a more complete
understanding of the discussions in this offering memorandum. We will make copies of certain documents available to
you upon request. In making an investment decision, you must rely on your own examination of our company, the terms
of the Offering and the Notes, including the merits and risks involved.
By purchasing the Notes, you will be deemed to have made the acknowledgments, representations, warranties
and agreements described under the caption "Notice to Investors" in this offering memorandum. You should understand
that you may be required to bear the financial risks of your investment for an indefinite period of time.
We are not making any representation to any purchaser of the Notes regarding the legality of an investment in
the Notes by such purchaser under any legal investment or similar laws or regulations. You should not consider any
information in this offering memorandum to be legal, business or tax advice. You should consult your own attorney,
business advisor, tax advisor or other such advisor for legal, business, tax regulatory or other advice regarding an
investment in the Notes.
You must comply with all applicable laws and regulations in force in any applicable jurisdiction and you must
obtain any consent, approval or permission required by you for the purchase, offer or sale of the Notes under the laws and
regulations in force in the jurisdiction to which you are subject or in which you make such purchase, offer or sale, and
neither we nor the initial purchasers will have any responsibility therefor.
This offering memorandum is not an offer to sell, or a solicitation of an offer to buy, any Notes by any person in
any jurisdiction in which it is unlawful for such person to make such an offering or solicitation. If a jurisdiction requires
that the Offering be made by a licensed broker or dealer and the initial purchasers or any affiliate of the initial purchasers
is a licensed broker or dealer in that jurisdiction, the Offering shall be deemed to be made by the initial purchasers or
such affiliate on behalf of the Issuer in such jurisdiction. No action has been, or will be, taken to permit a public offering
in any jurisdiction where action would be required for that purpose.
None of the U.S. Securities and Exchange Commission (the "SEC"), any state securities commission or any
other regulatory authority has approved or disapproved these securities nor have any of the foregoing authorities passed
upon or endorsed the merits of the Offering or the accuracy or adequacy of this offering memorandum. Any
representation to the contrary is a criminal offense.
We accept responsibility for the information contained in this offering memorandum. We have made all
reasonable inquiries and confirm to the best of our knowledge, information and belief that the information contained in
this offering memorandum with regard to us and our affiliates and the Notes is true and accurate in all material respects,
that the opinions and intentions expressed in this offering memorandum are honestly held and that we are not aware of
any other facts, the omission of which would make this offering memorandum or any statement contained herein
misleading in any material respect.
To the fullest extent permitted by law, none of the initial purchasers accepts any responsibility for the contents
of this offering memorandum or for any statement made or purported to be made therein. The initial purchasers
accordingly disclaim all and any liability, whether arising in tort or contract or otherwise which they might otherwise
have in respect of this offering memorandum or any such statement. Neither the initial purchasers, nor any of their
affiliates, agents, directors, officers and employees accepts any responsibility to any person for any acts or omissions of
the Issuer, the Guarantors or any of their affiliates, agents, directors, officers or employees relating to this Offering, this
offering memorandum or any other document executed in connection with this Offering. The initial purchasers are only
acting for the Issuer in connection with the transactions referred to in this offering memorandum and no one else and will
not be responsible to anyone other than the Issuer for providing the protections offered to clients of the initial purchasers
or for providing advice in relation to the Offering, the transactions or any arrangement or other matter referred to herein.

ii

The information contained under the caption "Exchange Rate Information" includes extracts from information
and data publicly released by official and other sources. While we accept responsibility for accurately summarizing the
information concerning exchange rate information, we accept no further responsibility in respect of such information.
The information set out in relation to sections of this offering memorandum describing clearing and settlement
arrangements, including the section entitled "Book-Entry; Delivery and Form," is subject to change in or reinterpretation
of the rules, regulations and procedures of Euroclear or 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 are subject to restrictions on transferability and resale and may not be transferred or resold except as
permitted under the 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 "Notice to Investors."

iii

STABILIZATION
IN CONNECTION WITH THE OFFERING, CREDIT SUISSE SECURITIES (EUROPE) LIMITED, (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,
STABILIZATION MAY NOT NECESSARILY OCCUR. ANY STABILIZATION ACTION MAY BEGIN ON OR
AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE OFFER OF THE
NOTES IS MADE AND, IF BEGUN, MAY CEASE 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 STABILIZATION MANAGER (OR PERSONS ACTING ON BEHALF OF THE
STABILIZATION MANAGER) IN ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES.

NOTICE TO U.S. INVESTORS
Each purchaser of the Notes will be deemed to have made the representations, warranties and acknowledgments
that are described in this offering memorandum under the section titled "Notice to Investors."
The Notes and the guarantees have not been and will not be registered under the Securities Act or the securities
laws of any state of the United States and are subject to certain restrictions on transfer. In the United States, the Offering
is being made only to "qualified institutional buyers" (as defined in Rule 144A). Prospective purchasers that are qualified
institutional buyers are hereby notified that the initial purchasers of the Notes may be relying on an exemption from the
provisions of Section 5 of the Securities Act provided by Rule 144A. Outside the United States, the Offering is being
made to non-U.S. persons in offshore transactions (each as defined in Regulation S). For a description of certain further
restrictions on resale or transfer of the Notes, see "Notice to Investors."
THE NOTES MAY NOT BE OFFERED TO THE PUBLIC WITHIN ANY JURISDICTION. BY
ACCEPTING DELIVERY OF THIS OFFERING MEMORANDUM, YOU AGREE NOT TO OFFER, SELL,
RESELL, TRANSFER OR DELIVER, DIRECTLY OR INDIRECTLY, ANY NOTES TO THE PUBLIC.

NOTICE TO EEA AND UNITED KINGDOM INVESTORS
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 in 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) 1286/2014 (as amended, the "PRIIPs Regulation") for offering or
selling the Notes or otherwise making them available to retail investors in the EEA or in 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 in the United Kingdom may be unlawful under the PRIIPs Regulation.
References to Regulations or Directives include, in relation to the United Kingdom, those Regulations or
Directives as they form part of the United Kingdom domestic law by virtue of the European Union (Withdrawal) Act
2018 or have been implemented in United Kingdom domestic law, as appropriate.
This offering memorandum has been prepared on the basis that any offer of Notes in any Member State of the
EEA or the United Kingdom 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. This offering memorandum is not a
prospectus for the purposes of the Prospectus Regulation and any relevant implementing measure in each member state
of the EEA and the United Kingdom. No prospectus is required in accordance with the Prospectus Regulation for this
issue of Notes.

iv

NOTICE TO UNITED KINGDOM INVESTORS
In the United Kingdom, this offering memorandum is being distributed only to and is directed only at:
(a) persons who are outside the United Kingdom, (b) persons who are "investment professionals" falling within
Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), (c) high
net worth companies, unincorporated associations and other bodies within the categories described in Article 49(2)(a) to
(d) of the Order and (d) any other 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 (the "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"). This offering memorandum is directed only at relevant persons and must not be
acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this
offering memorandum relates is available only to relevant persons and will be engaged in only relevant persons. Each
initial purchaser: (a) 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
FSMA) received by it in connection with the issue or sale of any Notes in circumstances in which Section 21(1) of the
FSMA does not apply to the Issuer and (b) has complied and will comply with all applicable provisions of the FSMA in
respect of anything done by it in relation to any Notes in, from or otherwise involving the United Kingdom.

NOTICE TO LUXEMBOURG INVESTORS
This offering memorandum has not been approved by and will not be submitted for approval to the Luxembourg
regulator of the financial sector (Commission de Surveillance du Secteur Financier) (the "CSSF") or a competent
authority in another EU Member State for notification to the CSSF, for purposes of public offering or sale of securities in
the Grand Duchy of Luxembourg. Accordingly, the Notes may not be offered or sold to the public in Luxembourg
directly or indirectly, and neither this offering memorandum nor any other circular, prospectus, form of application,
advertisement or other material may be reproduced, distributed, or otherwise made available in or from, or published in
Luxembourg, except in circumstances which do not constitute a public offer of securities to the public, subject to
prospectus requirements, in accordance with the provisions of the Luxembourg law dated July 16, 2019 relating to
prospectuses for securities (Loi Prospectus), Regulation (EU) 2017/1129 of the European Parliament and Council of
June 14, 2017 relating to the prospectus to be published when securities are offered to the public or admitted to trading
on a regulated market and repealing Directive 2003/71/EC and all other applicable legislation and regulation in
Luxembourg, nor provided to any person other than the recipient thereof.

NOTICE TO NORWEGIAN INVESTORS
This offering memorandum has not and will not be registered with the Financial Supervisory Authority of
Norway. Accordingly, the Notes shall not, directly or indirectly, be sold or offered to be sold in Norway or to Norwegian
tax-residents, except that the Notes may be offered:
(a)
to "professional investors" as defined in Section 10-6 of the Norwegian Securities Trading Act of
June 29, 2007 No. 75;
(b)
to fewer than 150 natural or legal persons (other than "professional investors" as defined in
Section 10-6 in the Norwegian Securities Trading Act of June 29, 2007 No. 75), subject to obtaining
the prior consent of the relevant initial purchaser for any such offer; or
(c)
in any other circumstances provided that no such offer of Notes shall result in a requirement for the
registration, or the publication by the Issuer or the initial purchasers, of a prospectus pursuant to the
Norwegian Securities Trading Act of June 29, 2007 No. 75.

NOTICE TO DANISH INVESTORS
This offering memorandum has not been filed with or approved by the Danish Financial Supervisory Authority
or any other authority in the Kingdom of Denmark. The Notes have not been offered or sold and may not be offered, sold
or delivered directly or indirectly in the Kingdom of Denmark, unless in compliance with the Danish Securities Trading

v

Act (Consolidated Act No. 1530 of 2 February 2015 on Trading of Securities etc., as amended from time to time) and any
Executive Orders issued thereunder and in compliance with Executive Order no. 623 of 24 April 2015 issued pursuant to
the Danish Financial Business Act (Consolidated Act No. 182 of 18 February 2015 on financial business, as amended
from time to time).

NOTICE TO DUTCH INVESTORS
The Notes are not, will not and may not be, directly or indirectly, offered or acquired in the Netherlands, and
this offering memorandum may not be circulated in the Netherlands, as part of an initial distribution or any time
thereafter, other than to individuals or legal entities who or which qualify as qualified investors (gekwalificeerde
beleggers) within the meaning of article 1:1 of the Financial Supervision Act (Wet op het financieel toezicht), as amended
from time to time.

NOTICE TO SWEDISH INVESTORS
This offering memorandum is not a prospectus and has not been prepared in accordance with the prospectus
requirements provided for in the Swedish Financial Instruments Trading Act (Sw. lagen (1991:980) om handel med
finansiella instrument) nor any other Swedish enactment. Neither the Swedish Financial Supervisory Authority (Sw.
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 Swedish Financial Instruments
Trading Act.

NOTICE TO SWISS INVESTORS
This offering memorandum is not intended to constitute an offer or solicitation to purchase or invest in the
Notes. The Notes may not be publicly offered, directly or indirectly, in Switzerland within the meaning of the Swiss
Financial Services Act ("FinSA") and no application has or will be made to admit the Notes to trading on any trading
venue (exchange or multilateral trading facility) in Switzerland. Neither this offering memorandum nor any other
offering or marketing material relating to the Notes constitutes a prospectus as such term is understood pursuant to the
FinSA, and neither this offering memorandum nor any other offering or marketing material relating to the Notes may be
publicly distributed or otherwise made publicly available in Switzerland.

NOTICE TO ITALIAN INVESTORS
(a)
This offering memorandum has not been prepared as part of a public offer in the Republic of Italy
within the meaning of Article 1, paragraph 1(t) of Legislative Decree No. 58 of February 24, 1998, as
amended (the "Consolidated Financial Act") and as such has not been submitted to the Commissione
Nazionale per la Societa e la Borsa ("CONSOB") (the Italian Securities Exchange Commission) for its
prior approval. Accordingly, the Notes may not, and will not, be offered, sold or delivered, nor may
copies of this offering memorandum or of any other document relating to the Notes be distributed, in
the Republic of Italy, except: to qualified investors (investitori qualificati) as defined in Article 26,
paragraph 1, letter d) of CONSOB Regulation No. 16190 of October 29, 2007, as amended (the
"Intermediaries Regulation"), pursuant to Article 100, paragraph 1, letter a) of the Consolidated
Financial Act and Article 34-ter, paragraph 1, letter b) of CONSOB Regulation No. 11971 of May 14,
1999, as amended (the "Issuers Regulation"), provided that such qualified investors will act in their
capacity and not as depositaries or nominee for other persons; or
(b)
in any other circumstances where an express exemption from compliance with the restrictions on offers
to the public applies, including, without limitation, as provided under Article 100 of the Consolidated
Financial Act and Article 34-ter of the Issuers Regulation.

vi

Any offer, sale, resale, or delivery of the Notes or distribution of copies of this offering memorandum or any
other document relating to the Notes in the Republic of Italy under (a) or (b) above must be:
(a)
made by an investment firm, bank or financial intermediary permitted to conduct such activities in the
Republic of Italy in accordance with the Consolidated Financial Act, Legislative Decree No. 385 of
September 1, 1993 (the "Banking Act"); and Regulation No. 16190 of October 29, 2007 (in each case,
as amended from time to time);
(b)
in compliance with Article 129 of the Banking Act, as amended, and the implementing guidelines of
the Bank of Italy, as amended from time to time, pursuant to which the Bank of Italy may request
information on the issue or the offer of securities in the Republic of Italy; and
(c)
in compliance with any other applicable laws and regulations or requirement imposed by CONSOB or
other Italian authority.
Pursuant to Art. 100 bis of the Consolidated Financial Act, any subsequent resale to the public of securities
which were previously offered in the context of an offer exempted from the obligation to publish a prospectus shall be
regarded as a separate offer to the public in Italy unless it is exempted from the rules on public offering Article 100 of the
Consolidated Financial Act and Article 34-ter of the Issuers Regulation.

NOTICE TO SPANISH INVESTORS
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 Royal Legislative Decree
4/2015, of October 23, approving the amended and restated text of the Spanish Securities Market Law (texto refundido de
la Ley del Mercado de Valores aprobado por el Real Decreto Legislativo 4/2015, de 23 de octubre), as amended and
restated, and Royal Decree 1310/2005, of November 4, 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 admisio a negociacio 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"). Neither the Notes, the Offering nor this offering memorandum and its contents have been
approved or registered with the Spanish Securities and Exchange Commission (Comisio Nacional del Mercado de
Valores), and therefore it is not intended for the public offering of Notes in Spain.

NOTICE TO FRENCH INVESTORS
This offering memorandum has not been prepared in the context of a public offering of financial securities in
France within the meaning of the Prospectus Regulation and, therefore, has not been approved by, or registered or filed
with the Autorité des marchés financiers (the French financial markets authority ("AMF")) and does not require a
prospectus to be submitted for approval to the AMF.
Consequently, the Notes may not be, directly or indirectly, offered or sold to the public in France (offre au
public de titres financiers) (other than to qualified investors and/or a restricted circle of investors acting for their own
account), and neither this offering memorandum nor any offering or marketing materials relating to the Notes may be
made available or distributed in any way that would constitute, directly or indirectly, an offer to the public in France
(other than to qualified investors and/or a restricted circle of investors acting for their own account).
The Notes may only be offered or sold in France to: (i) a restricted circle of investors acting for their own
account (cercle restreint d'investisseurs agissant pour compte propre) in accordance with Articles L. 411-2 and D. 411-4
of the French Code monétaire et financier and/or to qualified investors (investisseurs qualifiés) as defined by Article 2(e)
of the Prospectus Regulation. Prospective investors are informed that: (i) this offering memorandum has not been and
will not be submitted for clearance to the AMF; (ii) in compliance with Article L.411-2 of the French Code monétaire et
financier, the restricted circle of investors subscribing for the Notes should be acting for its own account and (iii) the
direct and indirect distribution or sale to the public of the Notes acquired by them and the qualified investors may only be
made in compliance with Articles L. 411-1, L. 411-2, L. 412-1, L. 621-8 to L. 621-8-2 of the French Code monétaire et
financier and applicable regulations thereunder.

vii

Investors in France and persons into whose possession offering materials come must inform themselves about,
and observe, any such restrictions.

NOTICE TO IRISH INVESTORS
The Notes are not being offered or sold to any person in Ireland, or underwritten or placed except in conformity
with the provisions of: (i) the European Communities (Markets in Financial Instruments) Regulations 2007 (Nos. 1 to
3) (as amended) of Ireland, including, without limitation, Regulations 7 and 152 thereof and any applicable codes of
conduct used in connection therewith and the provisions of the Investor Compensation Act 1998 (as amended) of Ireland,
(ii) the Companies Act 2014 (as amended) of Ireland, the Central Bank Acts 1942 to 2015 of Ireland (as amended) and
any codes of conduct rules made under Section 117(1) of the Central Bank Act 1989 (as amended) of Ireland, (iii) the
Prospectus (Directive 2003/71/EC) Regulations 2005 (as amended) of Ireland and any rules issued under Section 1363 of
the Companies Act 2014 (as amended) of Ireland by the Central Bank of Ireland and (iv) the provisions of the Market
Abuse Regulation (EU596/2014) (as amended) and any rules issued by the Central Bank of Ireland under Section 1370 of
the Companies Act 2014 (as amended) of Ireland. This offering memorandum does not constitute a prospectus for the
purposes of the Irish Prospectus Regulations and has not been approved by the Central Bank of Ireland.

NOTICE TO BELGIAN INVESTORS
This offering memorandum relates to a private placement of the Notes and does not constitute an offer or
solicitation to the public in Belgium to subscribe for or acquire the Notes. The Notes may be offered in Belgium solely to
qualified investors within the meaning of the Prospectus Regulation and the Belgian Act of 11 July 2018 on the public
offering of investment instruments and the admission of investment instruments to trading on a regulated market (the
"Belgian Prospectus Act"), as such term is defined therein, and/or on the basis of any other exemption as referred to in
Article 1, paragraph 4 of the Prospectus Regulation.
The Offering has not been and will not be notified to, and this offering memorandum has not been, and will not
be, notified to, or approved by, the Belgian Financial Services and Markets Authority (Autoriteit voor Financiële
Diensten en Markten/Autorité des Services et Marchés Financiers) pursuant to the Belgian laws and regulations
applicable to the public offering of investment instruments.
The Offering, and any materials relating to the Offering, may not be advertised to, the Notes are not intended to
be offered, sold or otherwise made available in Belgium to, and neither this offering memorandum nor any other
information circular, brochure or similar documents may be distributed, directly or indirectly, to (i) any other person
located and/or resident in Belgium other than in circumstances which do not constitute an offer to the public in Belgium
and for which there is no obligation to publish a prospectus or prepare an information note pursuant to the Prospectus
Regulation and the Belgian Prospectus Act or (ii) any person qualifying as a consumer (consument / consommateur)
within the meaning of the Belgian economic law code (Wetboek economisch recht/Code de droit economique), as
amended from time to time (the "Belgian Code of Economic Law").
This offering memorandum has been issued to the intended recipient for personal use only and exclusively for
the purpose of the Offer. Therefore it may not be used for any other purpose, nor passed on to any other person in
Belgium. Any resale of the Notes in Belgium may only be made in accordance with the Belgian Prospectus Act and other
applicable laws.

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