Obligation Loxam Groupe 4.5% ( XS2401886788 ) en EUR

Loxam Groupe

100 % ▲

France

XS2401886788 ( en EUR )

4.5% par an ( paiement semestriel )

15/02/2027

Prospectus brochure de l'obligation Loxam XS2401886788 en EUR 4.5%, échéance 15/02/2027

100 000 EUR

350 000 000 EUR

15/09/2025 ( Dans 106 jours )

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

L'Obligation émise par Loxam Groupe ( France ) , en EUR, avec le code ISIN XS2401886788, paye un coupon de 4.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/02/2027

LISTING PROSPECTUS
NOT FOR GENERAL CIRCULATION
IN THE UNITED STATES
LOXAM S.A.S.
350,000,000 4.500% Senior Secured Notes due 2027
We ("Loxam," the "Issuer" or the "Company") are a limited liability company (société par actions simplifiée)
formed under French law. We are offering 350,000,000 principal amount of our 4.500% senior secured notes due 2027 (the
"Notes").
The Notes will mature on February 15, 2027. We will pay interest on the Notes semi-annually on each March 15
and September 15, commencing September 15, 2022, at a rate of 4.500% per annum. The Notes will be guaranteed on the
Issue Date by certain subsidiaries of the Issuer and will be secured by security interests with first priority under the Intercreditor
Agreement (as defined herein) in our "Loxam" trademark and 100% of the share capital of three of our subsidiaries, Loxam
Module SAS, Loxam Power SAS and Ramirent Ltd and by a first priority security interest over our Lavendon shares. We may
redeem all or part of the Notes at any time on or after February 15, 2024 at the redemption prices described in this listing
prospectus. At any time prior to February 15, 2024, we may redeem all or part of the Notes at a redemption price equal to 100%
of their principal amount plus the applicable premium described in this listing prospectus. At any time prior to February 15,
2024 during each 12-month period commencing on the Issue Date (as defined herein), we may redeem up to 10% of the
aggregate principal amount of the Notes at a redemption price of 103% of the principal amount of the Notes redeemed. In
addition, at any time prior to February 15, 2024, we may also redeem up to 45% of the Notes with the net proceeds from
certain equity offerings. Upon certain events constituting a change of control and a specified rating decline (in each case as
defined in the listing prospectus), we may be required to make an offer to purchase the Notes at a price equal to 101% of the
principal amount thereof. In the event of certain developments affecting taxation, we may redeem all, but not less than all, of
the Notes.
There is currently no public market for the Notes. Application has been made to the Luxembourg Stock Exchange
(the "Exchange") for the listing of the Notes on the Official List of the Exchange and to trading on the Euro MTF market
("Euro MTF"). This listing prospectus constitutes a prospectus for purposes of Part IV of the Luxembourg law on prospectuses
for securities dated July 16, 2019.
This listing prospectus includes information on the terms of the Notes, including redemption prices, covenants and
transfer restrictions.
Investing in the Notes involves a high degree of risk. See "Risk Factors" beginning on page 26.
The Notes have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"),
or the laws of any other jurisdiction, and may not be offered or sold within the United States except pursuant to an
exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. In the United
States, the offering is being made only to "qualified institutional buyers" (as defined in Rule 144A under the Securities
Act) in compliance with Rule 144A under the Securities Act. You are hereby notified that the initial purchasers of the
Notes may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A
thereunder. Outside the United States, the offering is being made in reliance on Regulation S under the Securities Act.
See "Notice to Investors" and "Transfer Restrictions" for additional information about eligible offerees and transfer
restrictions.
Issue price for the Notes: 100.000%
plus accrued interest, if any, from the issue date.
Delivery of the Notes in book-entry form through Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking,
S.A. ("Clearstream"), was made on February 10, 2022.
Global Coordinators and Joint Bookrunners
Crédit Agricole CIB
BNP PARIBAS
Deutsche Bank
Joint Bookrunners
Barclays
BofA
CIC Market
J.P. Morgan
Natixis
Société
Securities
Solutions
Générale
The date of this listing prospectus is March 11, 2022.

TABLE OF CONTENTS
NOTICE TO INVESTORS .................................................................................................................................... ii
STABILIZATION ................................................................................................................................................. iv
AVAILABLE INFORMATION .......................................................................................................................... vii
CERTAIN DEFINITIONS .................................................................................................................................. viii
PRESENTATION OF FINANCIAL AND OTHER INFORMATION .............................................................. xiii
FORWARD-LOOKING STATEMENTS .......................................................................................................... xvii
EXCHANGE RATE INFORMATION ............................................................................................................... xix
SUMMARY ........................................................................................................................................................... 1
SUMMARY CORPORATE AND FINANCING STRUCTURE ................................................................... 13
THE OFFERING .................................................................................................................................................. 15
SUMMARY CONSOLIDATED FINANCIAL AND OTHER INFORMATION ............................................... 19
RISK FACTORS .................................................................................................................................................. 26
USE OF PROCEEDS ........................................................................................................................................... 54
CAPITALIZATION ............................................................................................................................................. 55
SELECTED CONSOLIDATED FINANCIAL INFORMATION ....................................................................... 57
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS ..................................................................................................................................................... 61
INDUSTRY .......................................................................................................................................................... 88
BUSINESS ........................................................................................................................................................... 97
MANAGEMENT & GOVERNANCE ............................................................................................................... 119
SHAREHOLDERS AND RELATED PARTY TRANSACTIONS ................................................................... 123
DESCRIPTION OF CERTAIN FINANCING ARRANGEMENTS ................................................................. 124
DESCRIPTION OF THE NOTES ...................................................................................................................... 176
BOOK-ENTRY, DELIVERY AND FORM ...................................................................................................... 250
TAXATION ....................................................................................................................................................... 255
CERTAIN INSOLVENCY LAW CONSIDERATIONS AND LIMITATIONS ON VALIDITY AND
ENFORCEABILITY OF THE GUARANTEES AND SECURITY INTERESTS ............................................ 261
PLAN OF DISTRIBUTION ............................................................................................................................... 307
TRANSFER RESTRICTIONS ........................................................................................................................... 309
LEGAL MATTERS ........................................................................................................................................... 313
STATUTORY AUDITORS ............................................................................................................................... 313
SERVICE OF PROCESS AND ENFORCEMENT OF LIABILITIES ............................................................. 314
GENERAL INFORMATION ............................................................................................................................. 319
INDEX TO THE FINANCIAL STATEMENTS ................................................................................................ F-1

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

i

NOTICE TO INVESTORS
Unless the context otherwise requires, references in this listing prospectus to "we," "our," "us" and the
"Group" refer collectively to the Issuer and its direct and indirect subsidiaries. Certain definitions and technical
terms used in this listing prospectus are defined in the section entitled "Certain Definitions."
We are relying on an exemption from registration under the Securities Act for offers and sales of
securities that do not involve a public offering. By purchasing the Securities, you will be deemed to have made
the acknowledgments, representations, warranties and agreements described under "Notice to Investors" in this
listing prospectus. You should understand that you may be required to bear the financial risks of your investment
for an indefinite period of time.
We have prepared this listing prospectus solely for use in connection with the offer of the Securities (a)
within the United States to qualified institutional buyers ("QIBs") in reliance on Rule 144A under the Securities
Act ("Rule 144A") and (b) to certain non-U.S. persons in offshore transactions outside the United States in reliance
on Regulation S under the Securities Act ("Regulation S") other than to retail investors in the European Economic
Area or in the United Kingdom. We have not authorized its use for any other purpose. This listing prospectus may
not be copied or reproduced in whole or in part. You may not distribute this listing prospectus to any person, other
than a person retained to advise you in connection with the purchase of the Securities. Delivery of this listing
prospectus to anyone other than such prospective investors is unauthorized, and any reproduction of this listing
prospectus, in whole or in part, is prohibited. By accepting delivery of this listing prospectus, you agree to these
restrictions. See "Notice to Investors."
This listing prospectus 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, expressed or implied, is made by the initial purchasers, the Trustee, the Security Agent, the Paying
Agent, the Transfer Agent, or the Registrar as to the accuracy or completeness of any information set forth in this
listing prospectus, and nothing contained in this listing prospectus is or shall be relied upon as a promise or
representation, whether as to the past or the future. This listing prospectus summarizes certain documents and
other information and we refer you to them for a more complete understanding of the discussions in this listing
prospectus. 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 Group, the terms of the Offering and the Securities,
including the merits and risks involved.
We are not making any representation to any purchaser of the Securities regarding the legality of an
investment in the Securities by such purchaser under any legal investment or similar laws or regulations. You
should not consider any information in this listing prospectus to be legal, business or tax advice. You should
consult your own attorney, business advisor and tax advisor for legal, business and tax advice regarding an
investment in the Securities.
We reserve the right to withdraw this offering of the Securities at any time, and we and the initial
purchasers reserve the right to reject any commitment to subscribe for the Securities in whole or in part and to
allot to any prospective purchaser less than the full amount of Securities sought by such purchaser. The initial
purchasers and certain related entities may acquire for their own account a portion of the Securities. See "Plan of
Distribution."
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 Securities
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 listing prospectus is not an offer to sell, or a solicitation of an offer to buy, any Securities by any
person in any jurisdiction in which it is unlawful for such person to make such an offering or solicitation. No
action has been, or will be, taken to permit a public offering in any jurisdiction where action would be required
for that purpose.
Neither the U.S. Securities and Exchange Commission (the "SEC"), or any state securities commission,
nor any other regulatory authority has approved or disapproved these securities nor have any of the foregoing
authorities passed upon or endorsed the merits of this offering or the accuracy or adequacy of this listing
prospectus. Any representation to the contrary is a criminal offence.
ii

The Issuer accepts responsibility for the information contained in this listing prospectus. To the best of
our knowledge and having taken all reasonable care, the information contained in this listing prospectus is in
accordance with the facts and does not omit anything likely to affect the import of this listing prospectus.
The Notes will be available initially only in book-entry form. We expect that the Notes sold pursuant to
this listing prospectus will be issued in the form of a global note, which will be deposited with, or on behalf of a
common depositary for Euroclear and Clearstream and registered in the name of the nominee of the common
depositary for the accounts of Euroclear and Clearstream. Beneficial interests in the global note will be shown on,
and transfers of beneficial interests in the global note will be effected only through, records maintained by
Euroclear and Clearstream and their direct and indirect participants, as applicable. After the initial issuance of the
global note, Notes in certificated form will be issued in exchange for the global note only as set forth in the
Indenture. See "Book-Entry, Delivery and Form."
We have accurately reproduced the information and data from third-party sources under the heading
"Book-Entry, Delivery and Form" and, as far as we are aware and able to ascertain third-party sources, no facts
have been omitted which would render the reproduced information inaccurate or misleading. While we accept
such responsibility for accurately summarizing such information, we accept no further responsibility in respect of
such information. The information set out in relation to sections of this listing prospectus 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.
We have applied to have the Notes listed on the Official List of the Luxembourg Stock Exchange and to
admit them for trading on the Euro MTF Market thereof. We may be required (under applicable law, rules,
regulations or guidance applicable to the listing of securities or otherwise) to make certain changes or additions
to or deletions from the description of our business, financial statements and other information contained in this
listing prospectus in producing listing particulars for such listing. Comments by the competent authority may
require significant modification or reformulation of information contained in this listing prospectus or may require
the inclusion of additional information in the listing particulars. We may also be required to update the information
in this listing prospectus to reflect changes in our business, financial condition or results of operations and
prospects since the publication of this listing prospectus. We cannot guarantee that such application for the
admission of the Notes to listing on the Official List of the Luxembourg Stock Exchange and to trading on the
Euro MTF Market thereof will be approved as of the settlement date for the Notes or at any time thereafter, and
settlement of the Notes is not conditioned on obtaining this listing. Following the listing, the relevant listing
particulars will be available at the offices of the Listing Agent (as identified herein).
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."
In connection with the Offering, any initial purchasers established in the European Economic Area or in
the United Kingdom are not acting for anyone other than the Issuer and will not be responsible to anyone other
than the Issuer for providing the protections afforded to their clients nor for providing advice in relation to the
offering.
iii

STABILIZATION
IN CONNECTION WITH THIS OFFERING, CREDIT AGRICOLE CORPORATE AND
INVESTMENT BANK (THE "STABILIZING MANAGER") OR ONE OR MORE OF ITS AFFILIATES (OR
PERSONS ACTING ON BEHALF OF THE STABILIZING MANAGER) MAY OVER-ALLOT THE NOTES
OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE NOTES
DURING THE STABILIZATION PERIOD 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 FINAL TERMS OF THE OFFER OF THE NOTES IS MADE AND, IF BEGUN, MAY
CEASE AT ANY TIME, BUT MUST END NO LATER THAN 30 CALENDAR DAYS AFTER THE DATE
ON WHICH THE ISSUER RECEIVED THE PROCEEDS OF THE ISSUE, OR NO LATER THAN 60
CALENDAR DAYS AFTER THE DATE OF ALLOTMENT OF THE NOTES, WHICHEVER IS THE
EARLIER. ANY STABILIZATION ACTION OR OVER ALLOTMENT MUST BE CONDUCTED BY THE
STABILIZING MANAGER (OR PERSON ACTING ON BEHALF OF THE STABILIZING MANAGER) IN
ACCORDANCE WITH ALL APPLICABLE LAWS AND REGULATIONS AND WILL BE UNDERTAKEN
AT THE OFFICES OF THE STABILIZING MANAGER (OR PERSONS ACTING ON THEIR BEHALF) AND
ON THE EURO MTF OR OVER THE COUNTER MARKET.
NOTICE TO U.S. INVESTORS
The offering is being made in the United States in reliance upon an exemption from registration under
the Securities Act for an offer and sale of the Securities that does not involve a public offering.
Each purchaser of the Securities will be deemed to have made the representations, warranties and
acknowledgements that are described in this listing prospectus under "Notice to Investors."
THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT AND MAY
NOT BE OFFERED OR SOLD IN THE UNITED STATES UNLESS THE SECURITIES ARE REGISTERED
UNDER THE SECURITIES ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT IS AVAILABLE. SEE "PLAN OF DISTRIBUTION" AND "NOTICE TO INVESTORS."
INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS
OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. PROSPECTIVE PURCHASERS ARE
HEREBY NOTIFIED THAT THE SELLER OF ANY SECURITY MAY BE RELYING ON THE EXEMPTION
FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A UNDER
THE SECURITIES ACT.
The Securities described in this listing prospectus 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 listing prospectus. Any representation to
the contrary is a criminal offense.
THE SECURITIES MAY NOT BE OFFERED TO THE PUBLIC WITHIN ANY
JURISDICTION. BY ACCEPTING DELIVERY OF THIS LISTING PROSPECTUS, YOU AGREE NOT
TO OFFER, SELL, RESELL, TRANSFER OR DELIVER, DIRECTLY OR INDIRECTLY, ANY
SECURITIES TO THE PUBLIC.
NOTICE TO EUROPEAN ECONOMIC AREA INVESTORS
This listing prospectus has been prepared on the basis that any offer of the Notes in any member state of
the European Economic Area ("EEA") will be made pursuant to an exemption under Regulation (EU) 2017/1129
(as amended or superseded, the "Prospectus Regulation") from the requirement to publish a prospectus for offers
of the Notes. The listing prospectus is not a prospectus for the purposes of the Prospectus Regulation.
The Notes are not intended to be offered or sold to and should not be offered or sold 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 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; (iii) not a qualified
investor as defined in Article 2 of the Prospectus Regulation. No key information document required by
iv

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.
MIFID II 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 Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties
and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Notes to
eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or
recommending the Notes (for the purposes of this paragraph, a "distributor") should take into consideration the
manufacturers' target market assessment; however, a distributor subject to MiFID II is responsible for undertaking
its own target market assessment in respect of the Notes (by either adopting or refining the manufacturers' target
market assessment) and determining appropriate distribution channels.
NOTICE TO UNITED KINGDOM INVESTORS
This document has not been approved by an authorized person in the United Kingdom and 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 ("FSMA")) 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 document 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 document relates is
available only to and will be engaged in only with Relevant Persons.
THE SECURITIES MAY NOT BE OFFERED TO THE PUBLIC WITHIN ANY JURISDICTION. BY
ACCEPTING DELIVERY OF THIS LISTING PROSPECTUS, YOU AGREE NOT TO OFFER, SELL,
RESELL, TRANSFER OR DELIVER, DIRECTLY OR INDIRECTLY, ANY NOTES TO THE PUBLIC.
This listing prospectus has been prepared on the basis that any offer of the Notes in the United Kingdom
("UK") will be made pursuant to an exemption under Regulation (EU) 2017/1129 as it forms part of domestic law
in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation")
and the FSMA from the requirement to publish a prospectus for offers of the Notes. The listing prospectus is not
a prospectus for the purposes of the UK Prospectus Regulation.
The Notes are not intended to be offered, sold, distributed or otherwise made available to and should not
be offered, sold, distributed 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 the following: (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; (ii) a customer
within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to
implement the Insurance Distribution Directive, 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 the UK Prospectus Regulation. Consequently
no key information document required by the PRIIPs Regulation as it forms part of domestic law by virtue of the
EUWA (the "UK PRIIPs Regulation") for offering, selling or distributing the Notes or otherwise making them
available to retail investors in the UK has been prepared and therefore offering, selling or distributing the Notes
or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs
Regulation.
Any distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook
(the "UK MiFIR Product Governance Rules") (for the purposes of this paragraph, a "distributor") subsequently
offering, selling or recommending the Notes is responsible for undertaking its own target market assessment in
respect of the Notes and determining the appropriate distribution channels. Neither the Issuer nor any of the initial
purchasers make any representations or warranties as to a distributor's compliance with the UK MiFIR Product
Governance Rules.
v

THIS LISTING PROSPECTUS CONTAINS IMPORTANT INFORMATION WHICH YOU SHOULD
READ BEFORE YOU MAKE ANY DECISION WITH RESPECT TO AN INVESTMENT IN THE
SECURITIES.
vi

AVAILABLE INFORMATION
Each purchaser of Notes from the initial purchasers will be furnished with a copy of this listing prospectus
and, to the extent provided to the initial purchasers by us, any related amendment or supplement to this listing
prospectus. So long as any Notes are outstanding and are "restricted securities" within the meaning of Rule 144
under the Securities Act, we will, upon request, furnish to any holder or beneficial owner of the Notes the
information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to permit compliance
with Rule 144A in connection with resales of the Notes if, at the time of the request, we are neither a reporting
company under Section 13 or 15(d) of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange
Act"), nor exempt from reporting pursuant to Rule 12g 3-2(b) thereunder. Any such request should be directed to
the Company at Immeuble Le Cap, CS 40229, 8, rue Félix Pyat, 92043 Puteaux La Défense Cedex, France,
Attention: Director of Finance and Administration. Telephone: +33 1 58 44 04 00.
Additionally, so long as any of the Notes are listed on the Luxembourg Stock Exchange and its rules so
require, copies of these filings, this listing prospectus and other information relating to such issuance of Notes
will be available in the specified offices of the listing agent in Luxembourg at the address listed on the inside of
the back cover of this listing prospectus. See "General Information."
vii

CERTAIN DEFINITIONS
In this listing prospectus, "we," "us," "our" and "Group" refer to Loxam S.A.S. and its consolidated
subsidiaries, unless the context otherwise requires, and the "Company" and "Issuer" refer to Loxam S.A.S.
In this listing prospectus, references to "euros" or "" are to the euro, the official currency of the
European Union member states participating in the European Monetary Union, references to "$," "U.S.$" and
"U.S. dollars" are to the United States dollar, the official currency of the United States, and references to "pounds
sterling" or "£" are to the British pound sterling, the official currency of the United Kingdom.
In addition, unless indicated otherwise, or the context otherwise requires, references in this listing
prospectus to:
"2022 Senior Secured Notes" are to the 300 million principal amount of 3.500% senior secured
notes due 2022 issued on April 4, 2017;
"2022 Senior Secured Notes Indenture" are to the indenture governing the 2022 Senior Secured
Notes issued on April 4, 2017;
"2023 Senior Secured Notes" are to the 250 million principal amount of 3.500% senior secured
notes due 2023 issued on May 3, 2016;
"2023 Senior Secured Notes Indenture" are to the indenture governing the 2023 Senior Secured
Notes;
"2024 Senior Secured Notes" are to the 300 million principal amount of 4.250% senior secured
notes due 2024 issued on April 4, 2017;
"2024 Senior Secured Notes Indenture" are to the indenture governing the 2024 Senior Secured
Notes issued on April 4, 2017;
"2025 Senior Secured Notes" are to the 700 million principal amount of 3.25 % senior secured
notes due 2025 issued on July 22, 2019;
"2025 Senior Secured Notes Indenture" are to the indenture governing the 2025 Senior Secured
Notes issued on July 22, 2019;
"2025 Senior Subordinated Notes" are to the 250 million principal amount of 6.000% senior
subordinated notes due 2025 issued on April 4, 2017;
"2025 Senior Subordinated Notes Indenture" are to the indenture governing the Senior Subordinated
Notes issued on April 4, 2017;
"April 2019 Refinancing" are to the issuance of the 2026 Senior Secured Notes and the April 2027
Senior Subordinated Notes on April 11, 2019 and use of the proceeds therefrom to repay in full the
2021 Senior Secured Notes and the 2022 Senior Subordinated Notes;
"April 2026 Senior Secured Notes" are to the 300 million principal amount of 2.875% senior
secured notes due 2026 issued on April 11, 2019;
"April 2026 Senior Secured Notes Indenture" are to the indenture governing the April 2026 Senior
Secured Notes issued on April 11, 2019;
"April 2027 Senior Subordinated Notes" are to the 200 million principal amount of 4.500% senior
subordinated notes due 2027 issued on April 11, 2019;
"April 2027 Senior Subordinated Notes Indenture" are to the indenture governing the April 2027
Senior Subordinated Notes issued on April 11, 2019;
"Auditors" are to our statutory auditors, KPMG Audit (a division of KPMG SA) and Constantin
Associés (a member of Deloitte Touche Tohmatsu Limited);
viii

"Baltic States" are to Latvia, Lithuania and Estonia;
"Bilateral credit facilities" are to the senior unsecured loans borrowed by us and certain of our
subsidiaries under various credit lines and instruments;
"Central Europe" are to Poland, Czech Republic and Slovakia;
"Collateral" are to the Existing Senior Secured Collateral and any other collateral required to be
granted from time to time (as described in "Description of Certain Financing Arrangements--
Revolving Credit Facility Agreement--Agreed Security Principles") securing the Notes and the
Existing Notes and, as from the Super Senior Conversion Date, securing the facilities under the
Revolving Credit Facility Agreement;
"Constant exchange rates" are to calculations of financial measures applying the prior year's
exchange rates to the most recent period being compared, in order to neutralize the impact of foreign
currency translation to the euro;
"Constant perimeter" are to calculations of financial measures that eliminate the impact of results
(or losses) generated by businesses which were acquired during the two consecutive financial
periods being compared in order to neutralize the impact of acquisitions. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations--Factors Affecting
Comparability of Results";
"Degraus" are to Degraus Andaimes, Maquinas e Equipamentos Para Construção Civil S.A., a
Brazilian equipment rental company in which we have a 50.1% stake following share capital
purchases in April 2016 and October and December 2017;
"EBITDA" are to profit from ordinary operations plus depreciation and amortization of fixed assets;
"EBITDA margin" are to EBITDA divided by revenue for the corresponding period;
"ERA" are to the European Rental Association;
"Existing Indentures" are to the Existing Senior Secured Notes Indentures and the Senior
Subordinated Notes Indentures;
"Existing Notes" are to the Existing Senior Secured Notes and the Senior Subordinated Notes;
"Existing Senior Secured Collateral" are to our "Loxam" trademark, our shares in Lavendon and
100% of the share capital of three of our subsidiaries, Loxam Module, Loxam Power and Ramirent
Ltd;
"Existing Senior Secured Notes" are to the 2022 Senior Secured Notes, the 2023 Senior Secured
Notes, the 2024 Senior Secured Notes, the 2025 Senior Secured Notes, the April 2026 Senior
Secured Notes and the July 2026 Senior Secured Notes;
"Existing Senior Secured Notes Indentures" are to the 2022 Senior Secured Notes Indenture, the
2023 Senior Secured Notes Indenture, the 2024 Senior Secured Notes Indenture, the 2025 Senior
Secured Notes Indenture, the April 2026 Senior Secured Notes Indenture and the July 2026 Senior
Secured Notes Indenture;
"Free cash flow" are to EBITDA less the impact of IFRS 16, net capital expenditures, other
operating income and expense (excluding non-cash operating income and expense), financial
income and expense (excluding non-cash financial income and expense), taxes (excluding deferred
taxes), capital gains on fleet disposals and certain other income and expenses and changes in
working capital requirements. This definition is used for presentation of financial information only
and does not correspond to the term Consolidated Cash Flow used in the section "Description of
the Notes" ;
"Gross book value" are to the total acquisition cost of the fleet equipment;
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