SHANKS GROUP PLC RETAIL NOTES Guaranteed by Prospectus
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SHANKS GROUP PLC RETAIL NOTES Fixed interest rate of 3.65 per cent per annum Maturity date of 16 June 2022 Guaranteed by Afvalstoffen Terminal Moerdijk B.V. Caird Group Limited Orgaworld Canada Ltd. Orgaworld International B.V. Orgaworld Nederland B.V. Reym B.V. Shanks & McEwan (Environmental Services) Shanks & McEwan (Overseas Holdings) Limited Limited Shanks B.V. Shanks Belgium Holding B.V. Shanks Capital Investment Limited Shanks Chemical Services Limited Shanks Environmental Services Limited Shanks European Holdings Limited Shanks European Investments 1 Coöperatief Shanks European Investments 2 Coöperatief W.A. W.A. Shanks Finance Limited Shanks Financial Management Limited Shanks Hainaut SA Shanks Hazardous Waste B.V. Shanks Holdings Limited Shanks Investments Shanks Liège-Luxembourg SA Shanks Netherlands Holdings B.V. Shanks Netherlands Investments B.V. Shanks PFI Investments Limited Shanks SA Shanks Vlaanderen NV Shanks Waste Management Limited Joint Lead Managers BNP PARIBAS FORTIS KBC BANK NV Prospectus dated 22 May 2015 AN INVESTMENT IN THE NOTES INVOLVES CERTAIN RISKS. YOU SHOULD HAVE REGARD TO THE FACTORS DESCRIBED IN SECTION 2 (RISK FACTORS) OF THIS PROSPECTUS. YOU SHOULD ALSO READ CAREFULLY SECTION 11 (IMPORTANT LEGAL INFORMATION). ABOUT THIS DOCUMENT Use of defined terms in this document Certain terms or phrases in this document (the "Prospectus") are defined in bold and subsequent references to that term are designated with initial capital letters. The locations in this Prospectus where these terms are defined are set out in Appendix A (Defined Terms Index) of this Prospectus. About this document This Prospectus relates to the offer by Shanks Group plc (the "Issuer") of up to €150,000,000 of its euro denominated 3.65 per cent guaranteed notes due 16 June 2022 (the "Notes") at 101.875 per cent of their principal amount. This Prospectus has been approved by the United Kingdom Financial Conduct Authority (the "FCA"), which is the United Kingdom competent authority for the purpose of Directive 2003/71/EC, as amended (the "Prospectus Directive") and relevant implementing measures in the United Kingdom as a prospectus issued in compliance with the Prospectus Directive and relevant implementing measures in the United Kingdom, for the purpose of giving information with regard to the issue and Public Offer of the Notes. Application will be made for a certificate of approval under Article 18 of the Prospectus Directive as implemented in the United Kingdom to be issued by the FCA to (1) the competent authority in Belgium, the Autoriteit voor Financiële Diensten en Markten / Autorité des services et marchés financiers (the "FSMA"), together with translations of the Prospectus summary in French and Dutch as required by Belgian prospectus law of 16 June 2006 (the "Belgian Prospectus Law") for the purposes of the Public Offer in Belgium and (2) the competent authority in Luxembourg, the Commission de Surveillance du Secteur Financier (the "CSSF"), for the purposes of the Public Offer in Luxembourg. This Prospectus contains information about the Issuer and its subsidiary undertakings (the "Group"), the Guarantors, the terms of the Notes, the terms of the Guarantee and details of how to apply for the Notes. This Prospectus also describes the risks relevant to the Issuer, the Guarantors and their respective businesses, the Group, and risks relating to an investment in the Notes generally. It is intended to provide investors with the information necessary to enable them to make an informed investment decision before purchasing any Notes. You should read and understand fully the contents of this Prospectus before making any investment decisions relating to the Notes. About the Notes The Notes are transferable, unsecured debt instruments and are to be issued by the Issuer on 16 June 2015 (the "Issue Date"). The principal amount of each Note (being the amount which is used to calculate payments made on each Note) is €1,000. The aggregate principal amount of the Notes to be issued will be announced on the websites of BNP Paribas Fortis SA/NV and KBC Bank NV (each a "Joint Lead Manager" and, together, the "Joint Lead Managers"), www.bnpparibasfortis.be/emissions / www.bnppparibasfortis.be/emissies and www.kbc.be, and on the website of the Regulatory News Service operated by the London Stock Exchange plc (the "London Stock Exchange"), www.londonstockexchange.com/exchange/news/market-news/market-news- home.html, and will be communicated to the competent authority in Belgium, the FSMA and the competent authority in Luxembourg, the CSSF. Unless previously redeemed or purchased and cancelled in accordance with the Terms and Conditions of the Notes, the Notes will be redeemed at their principal amount on 16 June 2022 (the "Maturity Date"). The Issuer's payment obligations under the Notes are irrevocably and, subject to certain statutory limitations described under Condition 2 (Status and Guarantee of the Notes) of Appendix B (Terms and Conditions of the Notes), unconditionally guaranteed (the "Guarantee") by Afvalstoffen Terminal Moerdijk B.V., Caird Group Limited, Orgaworld Canada Ltd., Orgaworld International B.V., Orgaworld Nederland B.V., Reym B.V., Shanks & McEwan (Environmental Services) Limited, Shanks & McEwan (Overseas Holdings) Limited, Shanks B.V., Shanks Belgium Holding B.V., Shanks Capital Investment Limited, Shanks Chemical Services Limited, Shanks Environmental Services Limited, Shanks European Holdings Limited, Shanks European Investments 1 Coöperatief W.A., Shanks European Investments 2 Coöperatief W.A., Shanks Finance Limited, Shanks Financial Management Limited, Shanks Hainaut SA, Shanks Hazardous Waste B.V., Shanks Holdings Limited, Shanks Investments, Shanks Liège-Luxembourg SA, Shanks Netherlands Holdings B.V., Shanks Netherlands Investments B.V., Shanks PFI Investments Limited, Shanks SA, Shanks Vlaanderen NV and ii LONDON\40379874.22 Shanks Waste Management Limited (each a "Guarantor" and together the "Guarantors", which expression shall include any subsidiary of the Issuer which becomes a guarantor of the Notes as further described in Condition 2(f) (Status and Guarantee of the Notes – Additional Guarantors) of Appendix B (Terms and Conditions of the Notes) and exclude any subsidiary of the Issuer which ceases to be a Guarantor of the Notes as further described in Condition 2(e) (Status and Guarantee of the Notes – Release of Guarantors) of Appendix B (Terms and Conditions of the Notes). How do I use this document? You should read and understand fully the contents of this Prospectus, including any documents incorporated by reference, before making any investment decision in respect of any Notes. This Prospectus contains important information about the Issuer, the Guarantors, the Group, the terms of the Notes and the terms of the Guarantee; as well as describing certain risks relating to the Issuer, the Guarantors, the Group and their businesses and also other risks relating to an investment in the Notes generally. An overview of the various sections comprising this Prospectus is set out below. Section 1 (Summary) sets out in tabular format standard information which is arranged under standard headings and which the Issuer is required, for legal and regulatory reasons, to include in a prospectus summary for a prospectus of this type. Section 2 (Risk Factors) describes the principal risks and uncertainties which may affect the ability of the Issuer and/or the Guarantors to fulfil their respective obligations under the Notes and/or the Guarantee, as well as the risks relating to the Notes and other risks including those relating to taxation and to the market generally. Section 3 (Information about the Notes) provides an overview of the Notes in order to assist the reader. Section 4 (How to apply for the Notes) provides certain information about how to apply for the Notes and how the Notes are allocated. Section 5 (Taxation) provides a brief outline of certain taxation implications and considerations which may be relevant to the Notes. Section 6 (Description of the Issuer) provides certain information about the Issuer and its group structure, as well as the nature of the Group's business. Section 7 (Description of the Guarantors) provides a description of the subsidiaries of the Issuer who are the Guarantors of the Notes. Section 8 (Subscription and Sale) contains a description of the Public Offer and the material provisions of the Subscription Agreement, which includes certain selling restrictions applicable to making offers of the Notes. Section 9 (Information Incorporated by Reference) sets out the information that is deemed to be incorporated by reference into this Prospectus. This Prospectus should be read together with all information which is deemed to be incorporated into this Prospectus by reference. Section 10 (Additional Information) sets out further information on the Issuer, the Guarantors and the Notes which the Issuer is required to include under applicable rules. This includes the availability for inspection of certain documents relating to the Notes, confirmations from the Issuer and the Guarantors and details regarding the listing of the Notes. Section 11 (Important Legal Information) contains some important legal information regarding the basis on which this Prospectus may be used. Section 12 (Use of Proceeds) describes the manner in which the Issuer intends to use the proceeds from the issue of the Notes. Section 13 (Notes being issued as Green Bonds) describes the eligibility criteria in respect