Obligation JLR Automotive PLC 4.5% ( XS2364593579 ) en EUR

Société émettrice JLR Automotive PLC
Prix sur le marché refresh price now   98.23 %  ▼ 
Pays  Royaume-uni
Code ISIN  XS2364593579 ( en EUR )
Coupon 4.5% par an ( paiement semestriel )
Echéance 14/07/2028



Prospectus brochure de l'obligation Jaguar Land Rover Automotive Plc XS2364593579 en EUR 4.5%, échéance 14/07/2028


Montant Minimal 100 000 EUR
Montant de l'émission 500 000 000 EUR
Prochain Coupon 15/07/2025 ( Dans 66 jours )
Description détaillée Jaguar Land Rover Automotive PLC est un constructeur automobile britannique de véhicules de luxe, propriété de Tata Motors, produisant les marques Jaguar et Land Rover.

L'Obligation émise par JLR Automotive PLC ( Royaume-uni ) , en EUR, avec le code ISIN XS2364593579, paye un coupon de 4.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/07/2028







OFFERING MEMORANDUM
NOT FOR GENERAL CIRCULATION
IN THE UNITED STATES
Jaguar Land Rover Automotive plc
$500,000,000 5.500% Senior Notes due 2029
500,000,000 4.500% Senior Notes due 2028
Guaranteed on a senior unsecured basis by Jaguar Land Rover Limited
and Jaguar Land Rover Holdings Limited
The 5.500% Senior Notes due 2029 will be issued in the aggregate principal amount of $500,000,000 (the
"Dollar Notes") and the 4.500% Senior Notes due 2028 will be issued in the in the aggregate principal amount of
500,000,000 (the "Euro Notes," and together with the Dollar Notes, the "Notes"). The Dollar Notes will bear interest
at the rate of 5.500% per annum and the Euro Notes will bear interest at the rate of 4.500% per annum, in each case
payable semi-annually in arrears on 15 January and 15 July of each year, beginning on 15 January 2022. The Dollar
Notes will mature on 15 July, 2029 and the Euro Notes will mature on 15 July, 2028. Jaguar Land Rover Automotive
plc (the "Issuer") may redeem all or part of the Dollar Notes, in whole or in part, at any time and from time to time on
or after 15 July 2024 and the Issuer may redeem all or part of the Euro Notes, in whole or in part, at any time and from
time to time on or after 15 July 2024, at the redemption prices specified herein. At any time and from time to time prior
to 15 July 2024, the Issuer may redeem all or part of the Dollar Notes and at any time from time to time prior to 15 July
2024, the Issuer may redeem all or part of the Euro Notes, in each case at a price equal to 100% of the principal amount
thereof, plus accrued and unpaid interest to the redemption date, plus the "make- whole" premium set forth in this
offering memorandum. At any time and from time to time prior to 15 July 2024, the Issuer may redeem up to 40% of
the Dollar Notes and/or up to 40% of the Euro Notes with the net cash proceeds from certain equity offerings at the
redemption price set forth herein. In addition, the Issuer may redeem all of each series of the Notes at a price equal to
their principal amount plus accrued and unpaid interest, if any, upon the occurrence of certain changes in applicable tax
law. There is no sinking fund for the Notes. In the event of a Change of Control Repurchase Event (as defined herein),
the Issuer must make an offer to purchase each series of the Notes at a purchase price equal to 101% of the principal
amount thereof, plus accrued and unpaid interest to the date of purchase.
The Notes will be the Issuer's senior obligations and will rank equally in right of payment with all existing
and future indebtedness of the Issuer that is not subordinated (and is not senior) in right of payment to the Notes and
will be senior in right of payment to all existing and future indebtedness of the Issuer that is subordinated in right of
payment to the Notes. The Notes will be fully and unconditionally guaranteed on a senior unsecured basis by Jaguar
Land Rover Limited and Jaguar Land Rover Holdings Limited (the "Guarantors"). The guarantees of the Notes by each
of the Guarantors (the "Note Guarantees") will rank equally in right of payment with all of the existing and future
indebtedness of such Guarantor that is not subordinated in right of payment to the Note Guarantees, and senior in right
of payment to all existing and future indebtedness of such Guarantor that is subordinated in right of payment to the
Note Guarantees. The Notes and the Note Guarantees will also be effectively subordinated to all of the Issuer's and
each of the Guarantors' existing and future secured debt to the extent of the value of the assets securing such debt and
to all existing and future debt of all the Issuer's subsidiaries that do not guarantee the Notes.
Currently, there is no public market for the Notes. The Notes will be admitted to the Official List of the
Luxembourg Stock Exchange and to trading on the Euro MTF Market thereof (the "Euro MTF Market"). This offering
memorandum constitutes a prospectus for purposes of Part IV of the Luxembourg law on prospectuses for securities
dated 16 July 2019. There is no assurance that the Notes will remain listed on the Official List of the Luxembourg
Stock Exchange and admitted to trading on the Euro MTF Market thereof.
Investing in the Notes involves risks. Please see "Risk Factors" beginning on page 32.
The Notes and the Note Guarantees have not been registered under the US Securities Act of 1933, as amended
(the "US Securities Act"), or any state securities laws. Accordingly, the Notes and the Note Guarantees are being
offered and sold only to qualified institutional buyers ("QIBs") in accordance with Rule 144A under the US Securities
Act ("Rule 144A") and to persons outside the United States that are not, and are not acting for the account or benefit of,
"U.S. persons" (as defined in Regulation S under the US Securities Act ("Regulation S")) in offshore transactions in
accordance with Regulation S. Prospective purchasers that are QIBs are hereby notified that the seller of the Notes may
be relying on the exemption from the registration requirements under the US Securities Act provided by Rule 144A.
Price of the Notes: 100% plus accrued interest, if any, from and including 14 July 2021
The Notes will be issued in the form of global notes in registered form. Please see "Book-entry; Delivery and
Form."
15 July 2021


TABLE OF CONTENTS
Page
IMPORTANT INFORMATION ..................................................................................................
ii
DEFINED TERMS USED IN THIS OFFERING MEMORANDUM...................................................
viii
PRESENTATION OF FINANCIAL AND OTHER DATA ...............................................................
xiv
INDUSTRY AND MARKET DATA ............................................................................................
xx
FORWARD-LOOKING STATEMENTS.......................................................................................
xxi
SUMMARY .............................................................................................................................
1
CORPORATE AND FINANCING STRUCTURE ...........................................................................
20
THE OFFERING ......................................................................................................................
22
SUMMARY CONSOLIDATED FINANCIAL AND OTHER DATA..................................................
25
RISK FACTORS.......................................................................................................................
32
USE OF PROCEEDS .................................................................................................................
79
CAPITALISATION...................................................................................................................
80
SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA ..................................................
82
OPERATING AND FINANCIAL REVIEW AND PROSPECTS .......................................................
85
OUR BUSINESS ......................................................................................................................
126
BOARD OF DIRECTORS AND BOARD OF MANAGEMENT........................................................
166
MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS ..........................................
174
DESCRIPTION OF OTHER INDEBTEDNESS ..............................................................................
176
DESCRIPTION OF THE NOTES ................................................................................................
199
BOOK-ENTRY; DELIVERY AND FORM ....................................................................................
227
TAXATION .............................................................................................................................
233
PLAN OF DISTRIBUTION ........................................................................................................
240
NOTICE TO INVESTORS .........................................................................................................
243
LEGAL MATTERS ...................................................................................................................
247
INDEPENDENT AUDITORS .....................................................................................................
248
SERVICE OF PROCESS AND ENFORCEMENT OF JUDGMENTS.................................................
249
WHERE YOU CAN FIND MORE INFORMATION .......................................................................
251
LISTING AND GENERAL INFORMATION.................................................................................
252
GLOSSARY OF SELECTED TERMS ..........................................................................................
254
i


IMPORTANT INFORMATION
None of the Issuer, the Guarantors, or the initial purchasers has authorised anyone to provide you
with any information or represent anything about the Issuer, the Guarantors or the initial purchasers, the
Issuer's financial results or this offering that is not contained in this offering memorandum (this "Offering
Memorandum"). The Issuer, the Guarantors and the initial purchasers take no responsibility for, and can
provide no assurance as to the reliability of, any other information that others may give you. None of the
Issuer, the Guarantors or the initial purchasers is making an offering of the Notes in any jurisdiction
where this offering is not permitted. You should not assume that the information contained in this
Offering Memorandum is accurate as at any date other than the date on the front of this Offering
Memorandum.
In making an investment decision, prospective investors must rely on their own examination of the
Issuer and the terms of this offering, including the merits and risks involved.
In addition, none of the Issuer, the Guarantors or the initial purchasers or any of our or their respective
representatives is making any representation to you regarding the legality of an investment in the Notes, and you
should not construe anything in this Offering Memorandum as legal, business, tax or any other advice. You
should consult your own advisers as to legal, tax, business, financial and related aspects of an investment in the
Notes. You must comply with all laws applicable in any jurisdiction in which you buy, offer or sell the Notes or
possess or distribute this Offering Memorandum, and you must obtain all applicable consents and approvals;
none of the Issuer, the Guarantors or the initial purchasers shall have any responsibility for any of the foregoing
legal requirements.
The Issuer is an indirect, wholly owned subsidiary of Tata Motors Limited ("Tata Motors"). Tata
Motors does not assume any liability for or guarantee the Notes and investors in the Notes will not have any
recourse against Tata Motors in the event of default by the Issuer or any of the Guarantors of their respective
obligations under the terms of the Notes and the Note Guarantees.
The initial purchasers make no representation or warranty, express or implied, as to the accuracy,
adequacy or completeness of the information contained in this Offering Memorandum. Nothing contained in this
Offering Memorandum is, or shall be relied upon as, a promise or representation by the initial purchasers as to
the past or future.
The Issuer and the Guarantors accept responsibility for the information contained in this Offering
Memorandum. To the best of the knowledge and belief of the Issuer and the Guarantors, the information
contained in this Offering Memorandum is in accordance with the facts and does not omit anything likely to
affect the import of such information. However, the information set out under the headings "Exchange Rates,"
"Summary," "Operating and Financial Review and Prospects" and "Our Business" includes extracts from
information and data, including industry and market data and estimates, released by publicly available sources in
Europe and elsewhere. While we accept responsibility for the accurate extraction and summarisation of such
information and data, we have not independently verified the accuracy of such information and data and we
accept no further responsibility in respect thereof.
Unless the context indicates otherwise, when we refer to "we," "us," "our," "Jaguar Land Rover," "the
Group" and "our Group" for the purposes of this Offering Memorandum, we are referring to the Issuer and its
subsidiaries.
The information set out in relation to sections of this Offering Memorandum describing clearing
arrangements, including the section entitled "Book-Entry; Delivery and Form," is subject to any change in or
reinterpretation of the rules, regulations and procedures of The Depository Trust Company ("DTC"), Euroclear
ii


Bank SA/NV ("Euroclear") or Clearstream Banking, S.A. ("Clearstream") currently in effect. While the Issuer
accepts responsibility for accurately summarising the information concerning DTC, Euroclear and Clearstream, it
accepts no further responsibility in respect of such information. In addition, this Offering Memorandum contains
summaries believed to be accurate with respect to certain documents, but reference is made to the actual
documents for complete information. All such summaries are qualified in their entirety by such reference. Copies
of documents referred to herein will be made available to prospective investors upon request to us or the initial
purchasers.
By receiving this Offering Memorandum, you acknowledge that you have had an opportunity to request
from the Issuer for review, and that you have received, all additional information you deem necessary to verify
the accuracy and completeness of the information contained in this Offering Memorandum. You also
acknowledge that you have not relied on the initial purchasers in connection with your investigation of the
accuracy, adequacy or completeness of this information or your decision whether to invest in the Notes.
The Issuer reserves the right to withdraw this offering at any time. The Issuer is making this offering
subject to the terms described in this Offering Memorandum and the purchase agreements relating to the Notes
entered into between the Issuer and the applicable initial purchasers (collectively, the "Purchase Agreements").
The Issuer and the initial purchasers reserve the right to reject all or a part of any offer to purchase the Notes, for
any reason. The Issuer and the initial purchasers also reserve the right to sell less than all of the Notes offered by
this Offering Memorandum or to sell to any purchaser less than the amount of Notes it has offered to purchase.
None of the US Securities and Exchange Commission (the "SEC"), any state securities commission or
any other regulatory authority has approved or disapproved of the Notes, nor have any of the foregoing
authorities passed upon or endorsed the merits of this offering or the accuracy or adequacy of this Offering
Memorandum. Any representation to the contrary is a criminal offence in the United States and could be a
criminal offence in other countries.
The Notes are subject to restrictions on transferability and resale and may not be transferred or resold,
except as permitted under the US Securities Act and the applicable state securities laws, pursuant to registration
or exemption therefrom. As a prospective investor, you should be aware that you may be required to bear the
financial risks of this investment for an indefinite period of time. Please refer to the sections in this Offering
Memorandum entitled "Plan of Distribution" and "Notice to Investors."
The distribution of this Offering Memorandum and the offering and sale of the Notes in certain
jurisdictions may be restricted by law. 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 us in
such jurisdiction. Please see "Notice to US Investors," "Notice to EEA Investors" and "Notice to UK Investors."
The Notes will be issued in the form of global notes. Please see "Book-Entry; Delivery and Form."
NOTICE TO US INVESTORS
Each purchaser of the Notes will be deemed to have made the representations, warranties and
acknowledgements that are described in this Offering Memorandum under "Notice to Investors."
The Notes offered hereby have not been and will not be registered under the US Securities Act or with
any securities regulatory authority of any state or other jurisdiction in the United States and may not be offered or
sold in the United States, except to "qualified institutional buyers," or QIBs, within the meaning of Rule 144A in
reliance on an exemption from the registration requirements of the US Securities Act provided by Rule 144A.
Prospective purchasers are hereby notified that the sellers of the Notes may be relying on the exemption from the
iii


registration requirements of Section 5 of the US Securities Act provided by Rule 144A. The Notes may be
offered and sold to persons outside the United States that are not, and are not acting for the account or benefit of,
"U.S. persons" (as defined in Regulation S) in reliance on Rule 903 or Rule 904 of Regulation S. For a
description of certain further restrictions on resale or transfer of the Notes, please see "Notice to Investors."
The Notes described in this Offering Memorandum have not been registered with, recommended by or
approved by the SEC, any state securities commission in the United States or any other securities commission or
regulatory authority, nor has the SEC, any state securities commission in the United States or any such securities
commission or authority passed upon the accuracy or adequacy of this Offering Memorandum. Any
representation to the contrary is a criminal offence in the United States and may be a criminal offence in other
countries.
THE 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 INVESTORS
This Offering Memorandum has been prepared on the basis that any offer of the securities referred to
herein in any member state of the EEA will be made pursuant to an exemption under Regulation (EU) 2017/1129
(the "Prospectus Regulation") from the requirement to publish a prospectus for offers of the securities referred to
herein. Accordingly any person making or intending to make an offer in a member state of Notes which are the
subject of the offering contemplated in this Offering Memorandum may only do so in circumstances in which no
obligation arises for the Issuer or any of the initial purchasers to publish a prospectus pursuant to Article 3 of the
Prospectus Regulation, in each case, in relation to such offer. Neither the Issuer nor the initial purchasers have
authorised, nor do they authorise, the making of any offer of Notes in circumstances in which an obligation arises
for the Issuer or any of the initial purchasers to publish a prospectus for such offer.
MiFID Product Governance/Professional Investors and ECPs Only Target Market: Solely for the
purposes of each manufacturer's product approval process, the target market assessment in respect of the debt
securities described in the offering memorandum has led to the conclusion that: (i) the target market for such debt
securities is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as
amended, "MiFID II"); and (ii) all channels for distribution of such debt securities to eligible counterparties and
professional clients are appropriate. Any person subsequently offering, selling or recommending such debt
securities (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 debt securities (by either adopting or refining the manufacturers' target market assessment) and determining
appropriate distribution channels.
PRIIPs Regulation/Prohibition of Sales to EEA Retail Investors: The Notes described in this
Offering Memorandum are not intended to be offered, sold or otherwise made available to and should not be
offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a retail investor
means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II or
(ii) a customer within the meaning of Directive 2016/97/EU (as amended, the "Insurance Distribution
Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1)
of MiFID II. Consequently no key information document required by Regulation (EU) No 1286/2014 (as
amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail
investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them
available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
iv


NOTICE TO UK INVESTORS
This Offering Memorandum has not been approved by an authorised person in the United
Kingdom. This Offering Memorandum is for distribution only to persons who: (i) have professional
experience in matters relating to investments falling within Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Financial Promotion Order"); (ii)
are persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations,
etc.) of the Financial Promotion Order; (iii) are outside the United Kingdom, or (iv) are persons to whom
an invitation or inducement to engage in investment activity (within the meaning of section 21 of the
Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may
otherwise lawfully be communicated or caused to be communicated (all such persons together being
referred to as "relevant persons"). This Offering Memorandum is directed only at relevant persons and
must not be acted on or relied on by persons who are not relevant persons. Any investment or investment
activity to which this Offering Memorandum relates is available only to relevant persons and will be
engaged in only with relevant persons.
This Offering Memorandum has been prepared on the basis that any offer of the Notes referred to
herein in the United Kingdom will be made pursuant to an exemption under the UK Prospectus
Regulation from the requirement to publish a prospectus for offers of the Notes referred to herein.
Accordingly any person making or intending to make an offer in the United Kingdom of Notes which are
the subject of the offering contemplated in this Offering Memorandum may only do so in circumstances in
which no obligation arises for the Issuer or any of the initial purchasers to publish a prospectus pursuant
to Article 3 of the UK Prospectus Regulation, in each case, in relation to such offer. Neither the Issuer nor
the initial purchasers have authorised, nor do they authorise, the making of any offer of Notes in
circumstances in which an obligation arises for the Issuer or any of the initial purchasers to publish a
prospectus for such offer.
UK MiFIR Product Governance/Professional Investors and ECPs Only Target Market: Solely for
the purposes of each manufacturer's product approval process, the target market assessment in respect of the debt
securities described in the offering memorandum has led to the conclusion that: (i) the target market for such debt
securities is eligible counterparties as defined in the FCA Handbook Conduct of Business Sourcebook ("COBS"),
and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of
EUWA ("UK MiFIR"); and (ii) all channels for distribution of such debt securities to eligible counterparties and
professional clients are appropriate. Any person subsequently offering, selling or recommending such debt
securities (a "distributor") should take into consideration the manufacturers' target market assessment; however, a
distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook is responsible
for undertaking its own target market assessment in respect of such debt securities (by either adopting or refining
the manufacturers' target market assessment) and determining appropriate distribution channels.
PRIIPs Regulation/Prohibition of Sales to UK Retail Investors: The debt securities described in the
offering memorandum are not intended to be offered, sold or otherwise made available to and should not be
offered, sold or otherwise made available to any retail investor in the UK. For these purposes, a retail investor
means a person who is one (or more) of: (i) a retail client as defined in point (8) of Article 2 of Regulation (EU)
No 2017/565 as it forms part of domestic law by virtue of the EUWA; or (ii) a customer within the meaning of
the provisions of the Financial Services and Markets Act 2000 ("FSMA") and any rules or regulations made
under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional
client as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by
virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it
forms part of domestic law by virtue of the EUWA (the "UK Prospectus Regulation"). Consequently no key
information document required by Regulation (EU) No 1286/2014 as it forms part of UK domestic law by virtue
of the EUWA (as amended, the "UK PRIIPs Regulation") for offering or selling the debt securities described in
v


the offering memorandum or otherwise making them available to retail investors in the UK has been prepared
and therefore offering or selling such debt securities or otherwise making them available to any retail investor in
the UK may be unlawful under the UK PRIIPs Regulation.
NOTICE TO CANADIAN INVESTORS
The Notes may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are
accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of
the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration
Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the Notes must be made in
accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable
securities laws.
Securities legislation in certain provinces or territories of Canada may provide a purchaser with
remedies for rescission or damages if this Offering Memorandum (including any amendment thereto) contains a
misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the
time limit prescribed by the securities legislation of the purchaser's province or territory. The purchaser should
refer to any applicable provisions of the securities legislation of the purchaser's province or territory for
particulars of these rights or consult with a legal advisor.
Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts ("NI 33-105"), the
initial purchasers are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter
conflicts of interest in connection with this offering.
NOTICE REGARDING SERVICE OF PROCESS AND ENFORCEMENT OF JUDGMENTS
ALL OR SUBSTANTIALLY ALL OF THE DIRECTORS AND EXECUTIVE OFFICERS OF THE
ISSUER ARE NON-RESIDENTS OF THE UNITED STATES. ALL OR A SUBSTANTIAL PORTION OF
THE ASSETS OF SUCH NON-RESIDENT PERSONS AND A SUBSTANTIAL PORTION OF THE ASSETS
OF THE ISSUER ARE LOCATED OUTSIDE THE UNITED STATES. AS A RESULT, IT MAY NOT BE
POSSIBLE FOR INVESTORS TO EFFECT SERVICE OF PROCESS WITHIN THE UNITED STATES UPON
SUCH PERSONS OR THE ISSUER, OR TO ENFORCE AGAINST THEM IN US COURTS JUDGMENTS
OBTAINED IN SUCH COURTS PREDICATED UPON THE CIVIL LIABILITY PROVISIONS OF THE
FEDERAL SECURITIES LAWS OF THE UNITED STATES. FURTHERMORE, THE ISSUER IS ADVISED
THAT: (1) RECOGNITION AND ENFORCEMENT IN ENGLAND AND WALES OF JUDGMENTS IN
CIVIL AND COMMERCIAL MATTERS FROM US FEDERAL OR STATE COURTS IS NOT AUTOMATIC
BUT IS INSTEAD SUBJECT TO VARIOUS CONDITIONS BEING MET; AND (2) IT IS QUESTIONABLE
WHETHER THE COURTS OF ENGLAND AND WALES WOULD ACCEPT JURISDICTION AND IMPOSE
CIVIL LIABILITY IF THE ORIGINAL ACTION WAS COMMENCED IN ENGLAND AND WALES,
INSTEAD OF THE UNITED STATES, AND PREDICATED SOLELY UPON US FEDERAL SECURITIES
LAWS.
STABILISATION
In connection with the offering of the Dollar Notes, J.P. Morgan Securities LLC (the "Dollar Notes
Stabilising Manager"), and in connection with the offering of the Euro Notes, BNP Paribas (the "Euro Notes
Stabilising Manager" and each a "Stabilising Manager") (or persons acting on behalf of a Stabilising Manager)
may over-allot the Dollar Notes or the Euro Notes, as applicable, or effect transactions with a view to supporting
the market price of such Notes at a level higher than that which might otherwise prevail. However, stabilisation
action may not necessarily occur. Any stabilisation action may begin on or after the date on which adequate
public disclosure of the terms of the offering of a series of the Notes is made and, if begun, may cease at any
time, but it must end no later than 30 days after the date on which the Issuer received the proceeds of the issue, or
vi


no later than 60 days after the date of the allotment of such Notes, whichever is the earlier. Any stabilisation
action or over-allotment must be conducted by a Stabilising Manager (or persons acting on its behalf) in
accordance with all applicable laws and rules.
vii


DEFINED TERMS USED IN THIS OFFERING MEMORANDUM
The following terms used in this Offering Memorandum have the meanings assigned to them below.
Notes
"January 2013 Notes" ......................... The existing $500,000,000 5.625% Senior Notes due 2023 issued
28 January 2013.
"January 2014 Notes" ......................... The existing £400,000,000 5.000% Senior Notes due 2022 issued
31 January 2014.
"February 2015 Notes" ........................ The existing £400,000,000 3.875% Senior Notes due 2023 issued
24 February 2015.
"January 2017 Euro Notes" .................. The existing 650,000,000 2.200% Senior Notes due 2024 issued
17 January 2017.
"October 2017 Notes" ......................... The existing $500,000,000 4.500% Senior Notes due 2027 issued
10 October 2017.
"September 2018 Notes" ..................... The existing 500,000,000 4.500% Senior Notes due 2026 issued
14 September 2018.
"November 2019 Notes" ...................... The existing 500,000,000 5.875% Senior Notes due 2024 and the
existing 300,000,000 6.875% Senior Notes due 2026 issued
26 November 2019.
"December 2019 Notes" ...................... The existing 200,000,000 6.875% Senior Notes due 2026 issued
20 December 2019 having the same terms and conditions as the
300,000,000 6.875% Senior Notes due 2026 issued 26 November
2019.
"October 2020 Notes" ......................... The existing $700,000,000 7.750% Senior Notes due 2025 issued
13 October 2020.
"December 2020 Notes" ...................... The existing $650,000,000 5.875% Senior Notes due 2028 issued
8 December 2020.
"Existing Notes" ................................ The January 2013 Notes, the January 2014 Notes, the February 2015
Notes, the January 2017 Euro Notes, the October 2017 Notes, the
September 2018 Notes, the November 2019 Notes, the December
2019 Notes, the October 2020 Notes and the December 2020 Notes.
Certain Other Terms
"Adjusted EBIT"................................ Defined as Adjusted EBITDA but including share of profit/loss from
equity accounted investments, depreciation and amortisation. See
"Presentation of Financial and Other Data--Non-IFRS Financial
Measures."
"Adjusted EBIT margin" ..................... Defined as Adjusted EBIT divided by revenue.
viii


"Adjusted EBITDA" ........................... Defined as profit before: income tax expense; exceptional items;
finance expense (net of capitalised interest) and finance income;
gains/losses on debt and unrealised derivatives, realised derivatives
entered into for the purpose of hedging debt, and equity or debt
investments held at fair value; foreign exchange gains/losses on other
assets and liabilities, including short-term deposits and cash and cash
equivalents; share of profit/loss from equity accounted investments;
depreciation and amortisation. See "Presentation of Financial and
Other Data--Non-IFRS Financial Measures."
"Available Liquidity".......................... Defined as total cash and cash equivalents, deposits and investments
plus committed undrawn credit facilities.
"Board" or "board of directors"............. The board of directors of the Issuer.
"Brexit"............................................ The exit of the United Kingdom from the European Union formally
initiated by the United Kingdom government on 29 March 2017,
which occurred on 31 January 2020; followed by a transition period
which ended on 31 December 2020, during which the European
Union would treat the United Kingdom as if it were still a member of
the European Union. On 24 December 2020, an agreement in
principle was reached in relation to the EU-UK trade and cooperation
agreement (the "Trade and Cooperation Agreement"), to govern the
future relations between the EU and the United Kingdom following
the end of the transition period. On 31 December 2020, the UK
implemented the Trade and Cooperation Agreement, which entered
into force provisionally on 1 January 2021. The Trade and
Cooperation Agreement was ratified on 29 April 2021.
"British pounds," "GBP," "pounds
sterling," "sterling," or "£" ............... Pounds sterling, the currency of the United Kingdom of Great Britain
and Northern Ireland.
"Chery" ............................................ Chery Automobile Company Ltd.
"China Joint Venture" ......................... Chery Jaguar Land Rover Automotive Co., Ltd., our joint venture
with Chery to develop, manufacture and sell certain Jaguar Land
Rover vehicles and at least one own-branded vehicle in China.
"China Revolving Facility" .................. The three year (subject to annual review) RMB 5 billion
(£554 million equivalent as at 31 March 2021) working capital loan
facility entered into by Jaguar Land Rover (China) Investment Co.,
our wholly owned Chinese subsidiary, on 8 June 2020.
"COVID-19" ..................................... The infectious disease caused by acute respiratory syndrome
SARS-CoV-2 and the pandemic resulting therefrom, which is
continuing as of the date of this Offering Memorandum, and public
health events related thereto.
"EMC" ............................................. The engine manufacturing centre in Wolverhampton.
"euro" or "" ..................................... Euro, the currency of the member states of the European Union
participating in the European Monetary Union.
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