Registration Document (The “Registration Document”) Relating to Victoria Investments S.C.A
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www.trainline.com The first global platform in rail and coach 23236_Trainline Fast Facts A4.indd 1-3 15/05/2019 12:16 This document comprises a registration document (the “Registration Document”) relating to Victoria Investments S.C.A. (the “Company”) prepared in accordance with the Prospectus Rules of the Financial Conduct Authority (the “FCA”) made under section 73A of the Financial Services and Markets Act 2000 (the “FSMA”). A copy of this Registration Document has been filed with, and approved by, the FCA and has been made available to the public in accordance with the Prospectus Rules. The directors of Victoria Investments Intermediate Holdco Limited (“OpCo”), a subsidiary of the Company, whose names appear on page 62 of this Registration Document (the “Directors”), OpCo and the Company accept responsibility for the information contained in this Registration Document. To the best of the knowledge of the Directors, OpCo and the Company (each of whom has taken all reasonable care to ensure that such is the case), the information contained in this Registration Document is in accordance with the facts and contains no omission likely to affect the import of such information. This Registration Document should be read in its entirety. See Part 1 (Risk Factors) for a discussion of certain risks relating to the Company and its subsidiaries and subsidiary undertakings (the “Group” or “Trainline”). Victoria Investments S.C.A. (a Luxembourg corporate partnership limited by shares (société en commandite par actions) incorporated under the laws of the Grand Duchy of Luxembourg and registered with the Luxembourg Register of Commerce and Companies under number B 195360) No representation or warranty, express or implied, is made and no responsibility or liability is accepted by any person other than the Company, OpCo and the Directors, as to the accuracy, completeness, verification or sufficiency of the information contained herein, and nothing in this Registration Document may be relied upon as a promise or representation in this respect, as to the past or future. No person is or has been authorised to give any information or to make any representation not contained in or not consistent with this Registration Document and, if given or made, such information or representation must not be relied upon as having been authorised by or on behalf of the Company, OpCo or the Directors. Without limitation, the contents of the websites of the Group do not form part of this Registration Document and information contained therein should not be relied upon by any person. The delivery of this Registration Document shall not, under any circumstances, create any implication that there has been no change in the business or affairs of the Group since the date of this Registration Document or that the information contained herein is correct as of any time subsequent to its date. This Registration Document may be combined with a securities note and summary to form a prospectus in accordance with the Prospectus Rules. A prospectus is required before an issuer can offer transferable securities to the public or request the admission of transferable securities to trading on a regulated market. However, this Registration Document, where not combined with the securities note and summary to form a prospectus, does not constitute an offer or invitation to sell or issue, or a solicitation of an offer or invitation to purchase or subscribe for, any securities in the Company in any jurisdiction, nor shall this Registration Document alone (or any part of it), or the fact of its distribution, form the basis of, or be relied upon in connection with, or act as any inducement to enter into, any contract or commitment whatsoever with respect to any offer or otherwise. Any securities referred to in this Registration Document have not been, and will not be, registered under the US Securities Act of 1933, as amended (the “US Securities Act”) or with any securities regulatory authority of any state of the United States, and may not be offered or sold in the United States absent registration under the US Securities Act except to qualified institutional buyers (“QIBs”) as defined in Rule 144A under the US Securities Act (“Rule 144A”) or another exemption from, or in transactions not subject to, the registration requirements of the US Securities Act. Any securities referred to in this Registration Document have not been and will not be registered under the applicable securities law of Canada, Australia or Japan and, subject to certain exceptions, may not be offered or sold within Canada, Australia or Japan or to any national, resident or citizen of Canada, Australia or Japan. This Registration Document speaks only as of the date hereof. Important notice The distribution of this Registration Document in certain jurisdictions may be restricted by law. Other than in the United Kingdom, no action has been taken or will be taken to permit the possession or distribution of this Registration Document in any jurisdiction where action for that purpose may be required or where doing so is restricted by law. In the United States, you may not distribute this Registration Document or make copies of it without the Company’s prior written consent other than to people you have retained to advise you in connection with this Registration Document, or persons reasonably believed by the Company to be QIBs. Accordingly, neither this Registration Document nor any advertisement nor any offering material may be distributed or published in any jurisdiction, other than in the United Kingdom, except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession this Registration Document comes should inform themselves about and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction. CONTENTS PART PAGE PART 1 Risk Factors ................................................................... 2 PART 2 Presentation of Financial and Other Information ....................................... 16 PART 3 Directors, Secretary, Registered and Head Office and Advisers ........................... 23 PART 4 Industry Overview .............................................................. 24 PART 5 Regulatory and Licensing Framework ............................................... 33 PART 6 Business Description ............................................................ 41 PART 7 Directors, Senior Managers and Corporate Governance ................................. 62 PART 8 Selected Financial Information .................................................... 65 PART 9 Operating and Financial Review ................................................... 67 PART 10 Historical Financial Information .................................................. 87 PART 11 Additional Information .......................................................... 132 PART 12 Definitions and Glossary ........................................................ 145 1 PART 1 Risk Factors The risk factors described below are not an exhaustive list or explanation of all risks relating to the Group and should be used as guidance only. Additional risks and uncertainties relating to the Group that are not currently known to the Group, or that the Group currently deems immaterial, may individually or cumulatively also have a material adverse effect on the Group’s business, results of operations, financial condition and/or prospects. The Group’s current and future business prospects in the United Kingdom substantially depend on the Third Party Retailing Licence awarded to it by the Rail Delivery Group (“RDG”). The termination of the Third Party Retailing Licence could preclude the Group from carrying out its primary operations or otherwise could have a material adverse effect on the Group’s results of operations, financial condition and business prospects. The Group operates on behalf of UK rail carriers under the Third Party Retailing Licence awarded to it by RDG. The Group also operates a number of separate agreements with UK rail carriers, travel management companies (“TMCs”) and corporates in relation to its Trainline for Business (“T4B”) business in the United Kingdom, under which sales are also made pursuant to the terms of the Third Party Retailing Licence. As such, the Group’s UK Consumer and UK T4B businesses, which together comprise the substantial majority of the Group’s net ticket sales, are substantially dependent on maintaining the Third Party Retailing Licence. The Third Party Retailing Licence has been renewed or extended several times since it was awarded in April 2005, most recently in September 2018. The term of the Third Party Retailing Licence is now on a seven- year rolling basis and will thus, in accordance with the Group’s interpretation, continue in force for at least seven years, absent the occurrence of any termination event. In the event that the Group materially breaches the terms of the Third Party Retailing Licence (such as settlement of its obligations to Train Operating Companies (“TOCs”) in respect of the payments it receives from customers for tickets) and the Group fails to remedy or is unable to remedy such a material breach within ten business days of receiving notice of such breach or the Group commits prohibited actions (such as fraud or insolvency-related events) as set out in the Third Party Retailing Licence, RDG may terminate or suspend the Third Party Retailing Licence.