Obligation Loxam Groupe 6.375% ( XS2618428077 ) en EUR

Loxam Groupe

102.93 % ▼

France

XS2618428077 ( en EUR )

6.375% par an ( paiement semestriel )

14/05/2028

Prospectus brochure de l'obligation Loxam XS2618428077 en EUR 6.375%, échéance 14/05/2028

15/05/2026 ( Dans 152 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 XS2618428077, paye un coupon de 6.375% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/05/2028

LISTING PROSPECTUS
NOT FOR DISTRIBUTION
IN THE UNITED STATES

LOXAM S.A.S.
400,000,000 6.375% Senior Secured Notes due 2028
We ("Loxam," the "Issuer" or the "Company") are a limited liability company (société par actions simplifiée) formed
under French law.
We are offering (the "Offering") 300,000,000 principal amount of our 6.375% senior secured notes due 2028 (the "New
Money Notes"). Concurrently with the Offering, the Issuer made an offer to exchange, through a separate offer launched on April 24,
2023, its issued and outstanding 3.25% senior secured notes due 2025 and its issued and outstanding 6.00% senior subordinated notes
due 2025 (the "Existing 2025 Notes") with respect to book-entry interests held by eligible holders in the Regulation S global notes
representing each series of Existing 2025 Notes for 100,000,000 principal amount of our 6.375% senior secured notes due 2028 (the
"Exchange Notes") (the "Exchange Offers"). The Exchange Notes and the New Money Notes have identical terms and form a single
class issued under the same indenture on the Issue Date. The Offering and the Exchange Offers settled simultaneously on the Issue
Date. The completion of the Offering and the issuance of the New Money Notes was not conditioned upon the completion of the
Exchange Offers. The Exchange Notes and the New Money Notes are referred to collectively in this listing prospectus as the "New
Notes".
The New Notes will mature on May 15, 2028. We will pay interest on the New Notes semi-annually on each May 15
and November 15, commencing November 15, 2023, at a rate of 6.375% per annum. The New Notes are guaranteed on the Issue Date
by certain subsidiaries of the Issuer and are 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 New
Notes at any time on or after May 15, 2025 at the redemption prices described in this listing prospectus. At any time prior to May 15,
2025, we may redeem all or part of the New 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 May 15, 2025 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 New Notes at a redemption price
of 103% of the principal amount of the New Notes redeemed. In addition, at any time prior to May 15, 2025, we may also redeem up
to 45% of the New 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
New 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 New Notes.
There is currently no public market for the New Notes. Application has been made to the Luxembourg Stock Exchange
(the "Exchange") for the listing of the New 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 New Notes, including redemption prices, covenants and
transfer restrictions.

Investing in the New Notes involves a high degree of risk. See "Risk Factors" beginning on page 25.
The New 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. Accordingly, the New Money Notes are being offered and sold only outside
the United States in offshore transactions in accordance with Regulation S under the U.S. Securities Act ("Regulation
S"). The New Notes may not be offered, sold or delivered within the United States or to, or for the account or benefit
of, U.S. persons (as defined in Regulation S), except pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the U.S. Securities Act. See "Notice to Investors" and "Transfer Restrictions" for
additional information about eligible offerees and transfer restrictions.

Issue price for the New Notes: 100.000%

plus accrued interest, if any, from the issue date.

Delivery of the New Notes in book-entry form through Euroclear Bank SA/NV ("Euroclear") and Clearstream
Banking, S.A. ("Clearstream"), was made on May 5, 2023.

Global Coordinators and Joint Bookrunners
J.P. Morgan
BNP PARIBAS
Deutsche Bank
Joint Bookrunners
Barclays
BofA Securities
CIC Market
Crédit Agricole
Natixis Société
Générale
Solutions
CIB
The date of this listing prospectus is May 31, 2023.

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 ............................................................................................................ xv
EXCHANGE RATE INFORMATION .............................................................................................................. xvii
SUMMARY ........................................................................................................................................................... 1
SUMMARY CORPORATE AND FINANCING STRUCTURE ........................................................................ 12
THE OFFERING .................................................................................................................................................. 14
SUMMARY CONSOLIDATED FINANCIAL AND OTHER INFORMATION ............................................... 18
RISK FACTORS .................................................................................................................................................. 25
USE OF PROCEEDS ........................................................................................................................................... 55
CAPITALIZATION ............................................................................................................................................. 56
SELECTED CONSOLIDATED FINANCIAL INFORMATION ....................................................................... 58
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS ..................................................................................................................................................... 61
INDUSTRY .......................................................................................................................................................... 83
BUSINESS ........................................................................................................................................................... 90
MANAGEMENT & GOVERNANCE ............................................................................................................... 113
SHAREHOLDERS AND RELATED PARTY TRANSACTIONS ................................................................... 116
DESCRIPTION OF CERTAIN FINANCING ARRANGEMENTS ................................................................. 117
DESCRIPTION OF THE NEW NOTES ............................................................................................................ 169
BOOK-ENTRY, DELIVERY AND FORM....................................................................................................... 243
TAXATION ....................................................................................................................................................... 248
CERTAIN INSOLVENCY LAW CONSIDERATIONS AND LIMITATIONS ON VALIDITY AND
ENFORCEABILITY OF THE GUARANTEES AND SECURITY INTERESTS ............................................ 251
PLAN OF DISTRIBUTION ............................................................................................................................... 297
TRANSFER RESTRICTIONS ........................................................................................................................... 299
LEGAL MATTERS ........................................................................................................................................... 301
STATUTORY AUDITORS ............................................................................................................................... 302
SERVICE OF PROCESS AND ENFORCEMENT OF LIABILITIES ............................................................. 303
GENERAL INFORMATION ............................................................................................................................. 308
INDEX TO THE FINANCIAL STATEMENTS ................................................................................................ F-1

This listing prospectus may only be used where it is legal to sell these New 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 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 New Notes will be available initially only in book-entry form. We expect that the New 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, New 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 New Notes listed on the Official List of the Luxembourg Stock Exchange
and to admit them for trading on the Euro MTF Market thereof.
The New 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, J.P. MORGAN SE (THE "STABILIZING MANAGER")
OR ONE OR MORE OF ITS AFFILIATES (OR PERSONS ACTING ON BEHALF OF THE STABILIZING
MANAGER) MAY OVER-ALLOT THE NEW MONEY NOTES OR EFFECT TRANSACTIONS WITH A
VIEW TO SUPPORTING THE MARKET PRICE OF THE NEW MONEY 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 NEW MONEY 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 NEW MONEY 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 REGARDING THE U.S. SECURITIES ACT
We are offering the New Notes outside the United States pursuant to Regulation S under the U.S.
Securities Act. If you purchase the New Notes, you will be deemed to have made certain acknowledgments,
representations and warranties as detailed under "Notice to Investors." The New Notes are subject to restrictions
on transferability and resale and may not be transferred or resold except as permitted under the U.S. Securities
Act and applicable securities laws of any other jurisdiction pursuant to registration or exemption therefrom. You
may be required to bear the financial risk of an investment in the New Money Notes for an indefinite period.
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 New 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 New Notes. The listing prospectus is not a prospectus for the purposes of the Prospectus
Regulation. Accordingly any person making or intending to make an offer in that member state of Notes which
are the subject of the offering contemplated in this Listing Prospectus may only do so to legal entities which are
qualified investors as defined in the Prospectus Regulation, provided that no such offer of Notes shall require the
Issuer or any of the Initial Purchasers to publish a prospectus pursuant to Article 3 of the Prospectus Regulation
or supplement a prospectus pursuant to Article 23 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 to any legal entity which is not a qualified investor as defined in the Prospectus Regulation. Neither
the Issuer nor the Initial Purchasers have authorised, nor do they authorise, the making of any offer of Notes
through any financial intermediary, other than offers made by the Initial Purchasers, which constitute the final
placement of the Notes contemplated in this Listing Prospectus.
The New 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
Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the New Notes or
otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling
iv

the New 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 New Notes has led to the conclusion that: (i) the target market for the New Notes is eligible
counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of
the New Notes to eligible counterparties and professional clients are appropriate. Any person subsequently
offering, selling or recommending the New 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 New 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.
This listing prospectus has been prepared on the basis that any offer of the New Notes in the United
Kingdom ("UK") will be made pursuant to an exemption under the UK Prospectus Regulation and the FSMA
from the requirement to publish a prospectus for offers of the New Notes.
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 Listing Prospectus may only do so to legal entities which are
qualified investors as defined in the UK Prospectus Regulation, provided that no such offer of Notes shall require
the Issuer or any of the Initial Purchasers to publish a prospectus pursuant to Article 3 of the UK Prospectus
Regulation or section 85 of the FSMA or supplement a prospectus pursuant to Article 23 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 to any legal entity which is not a qualified investor as defined in the UK Prospectus Regulation.
Neither the Issuer nor the Initial Purchasers have authorised, nor do they authorise, the making of any offer of
Notes through any financial intermediary, other than offers made by the Initial Purchasers, which constitute the
final placement of the Notes contemplated in this Listing Prospectus.
The expression "UK Prospectus Regulation" means 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 "EUWA").
The listing prospectus is not a prospectus for the purposes of the UK Prospectus Regulation.
The New 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 New Notes or otherwise making
v

them available to retail investors in the UK has been prepared and therefore offering, selling or distributing the
New 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 New Notes is responsible for undertaking its own target market assessment
in respect of the New 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.
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 New Notes from the Initial Purchasers has been furnished with a copy of the offering
memorandum dated April 25, 2023 relating to the Offering and, to the extent provided to the Initial Purchasers by
us, any related amendment or supplement to the offering memorandum.
Additionally, so long as any of the New 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 the issuance of the
New 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:
·
"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;
·
"2027 Senior Secured Notes" are to the 350 million principal amount of 4.500 % senior secured
notes due 2027 issued on February 10, 2022;
·
"2027 Senior Secured Notes Indenture" are to the indenture governing the 2027 Senior Secured
Notes issued on February 10, 2022;
·
"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 S.A. and Constantin Associés (a member of Deloitte
Touche Tohmatsu Limited);
·
"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
viii

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 currently have a 89.9% stake following share
capital purchases in April 2016, October 2017, December 2017 and November 2021;
·
"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;
·
"Exchange Offers" are to the offers made concurrently with the Offering by the Issuer to eligible
holders of the Existing 2025 Notes to exchange the Existing 2025 Notes for the Exchange Notes;
·
"Exchange Notes" are to the 100,000,000 6.375% senior secured notes due 2028 offered in
exchange for the Existing 2025 Notes in the Exchange Offers;
·
"Existing Notes" are to the Existing Senior Secured Notes and the Senior Subordinated Notes;
·
"Existing 2025 Notes" are to the 2025 Senior Secured Notes and the 2025 Senior Subordinated
Notes, collectively;
·
"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 2025 Senior Secured Notes, the April 2026 Senior
Secured Notes, the July 2026 Senior Secured Notes and the 2027 Senior Secured Notes;
·
"Existing Senior Secured Notes Indentures" are to the 2025 Senior Secured Notes Indenture, the
April 2026 Senior Secured Notes Indenture, the July 2026 Senior Secured Notes Indenture and the
2027 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 New Notes";
·
"Gross book value" are to the total acquisition cost of the fleet equipment;
·
"Gross debt" or "total debt" are to loans and debt owed to credit institutions, bonds, lease liabilities,
bank overdrafts and other financial debt, plus accrued interest on debt, less capitalized debt issuance
costs;
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