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Moy Park (Bondco) NOT FOR GENERAL DISTRIBUTION OFFERING MEMORANDUM IN THE UNITED STATES Moy Park (Bondco) Plc £200,000,000 6.25% Senior Notes due 2021 (Irrevocably and unconditionally guaranteed by Moy Park Holdings (Europe) Limited and certain subsidiaries of Moy Park Holdings (Europe) Limited) _______________________________ Moy Park (Bondco) Plc (the “Issuer”), a public limited company incorporated under the laws of Northern Ireland, is offering £200,000,000 aggregate principal amount of 6.25% senior notes due 2021 (the “Notes”). Interest on the Notes will be payable semi-annually on each May 29 and November 29 beginning on November 29, 2014. The Notes will mature on May 29, 2021. Prior to May 29, 2017, we will be entitled at our option to redeem all or a portion of the Notes by paying a customary “make-whole” premium. At any time on or after May 29, 2017, we may redeem all or a portion of the Notes by paying a specific premium to you as set forth in this Offering Memorandum (the “Offering Memorandum”). On or before May 29, 2017, we may redeem up to 35% of the aggregate principal amount of the Notes with the net proceeds of certain equity offerings. We may redeem all, but not less than all, of the Notes in the event of certain developments affecting taxation. If we undergo a change of control or sell certain assets, we may be required to make an offer to purchase the Notes. The Notes will be senior obligations of the Issuer and will rank equally in right of payment with all other existing and unsubordinated future debt of the Issuer. The Notes will be guaranteed (the “Notes Guarantees” and each, a “Notes Guarantee”) on a senior basis by each of Moy Park Holdings (Europe) Limited (the “Company”) and Moy Park (Newco) Limited, Moy Park Limited and O’Kane Poultry Limited (the “Subsidiary Guarantors”, and each a “Subsidiary Guarantor” and, together with the Company, the “Guarantors”). The Notes Guarantee issued by each Guarantor will rank equally in right of payment with all senior obligations of the Guarantors. There is currently no public market for the Notes. Application has been made for listing particulars to be approved by the Irish Stock Exchange and for the Notes to be listed on the Official List of the Irish Stock Exchange and to be admitted for trading on the Global Exchange Market thereof. This Offering Memorandum constitutes “Listing Particulars” for such application, but does not constitute a Prospectus for the purposes of the Prospectus Directive (as defined herein). There is no assurance that the Notes will be listed on the Official List of the Irish Stock Exchange and admitted for trading on the Global Exchange Market. Investing in the Notes involves a high degree of risk. See “Risk Factors” beginning on page 21. _______________________________ Offering price for the Notes:100.0% plus accrued interest, if any, from the Issue Date (as defined herein). _______________________________ Delivery of the Notes in book-entry form through a common depositary of Euroclear Bank SA/NV (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream”) is expected to be made on or about May 29, 2014 (the “Issue Date”). The Notes have not been and will not be registered under the U.S. Securities Act of 1933 (the “U.S. Securities Act”) or the securities laws of any other jurisdiction. The Notes are being offered and sold inside the United States only to qualified institutional buyers (“QIBs”) in reliance on the exemption from registration provided by Rule 144A of the U.S. Securities Act (“Rule 144A”) and outside the United States in offshore transactions in reliance on Regulation S of the U.S. Securities Act (“Regulation S”). You are hereby notified that sellers of the Notes may be relying on the exemption from Section 5 of the U.S. Securities Act provided by Rule 144A. For a description of certain restrictions on transfers of the Notes, see “Plan of Distribution” and “Transfer Restrictions.” _______________________________ Joint Global Coordinators and Bookrunners Barclays Deutsche Bank Goldman Sachs International Co-Managers Santander Rabobank You should rely only on the information contained in this Offering Memorandum. Neither the Issuer, the Guarantors nor any of Barclays Bank PLC, Deutsche Bank AG, London Branch, Goldman Sachs International, Banco Santander, S.A. and Coöperatieve Centrale Raiffeisen- Boerenleenbank B.A. (trading as Rabobank International) (together, the “Initial Purchasers”) have authorised anyone to provide prospective investors with different information, and you should not rely on any such information. None of the Issuer, the Guarantors and the Initial Purchasers is making an offer of the Notes in any jurisdiction where this offer is not permitted. You should not assume that the information contained in this Offering Memorandum is accurate as of any date other than the date on the front of this Offering Memorandum. The date of this Offering Memorandum is July 10, 2014 TABLE OF CONTENTS Page OFFERING SUMMARY ....................................................................................................................................1 THE OFFERING .................................................................................................................................................9 RISK FACTORS ............................................................................................................................................... 21 USE OF PROCEEDS ........................................................................................................................................ 45 CAPITALISATION ........................................................................................................................................... 46 SELECTED HISTORICAL FINANCIAL DATA ............................................................................................. 47 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS .................................................................................................................. 50 INDUSTRY OVERVIEW ................................................................................................................................. 72 BUSINESS ........................................................................................................................................................ 77 MANAGEMENT .............................................................................................................................................. 99 PRINCIPAL SHAREHOLDERS .................................................................................................................... 104 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS ................................................ 105 DESCRIPTION OF CERTAIN FINANCING ARRANGEMENTS ............................................................... 106 DESCRIPTION OF THE NOTES .................................................................................................................. 111 BOOK-ENTRY, DELIVERY AND FORM..................................................................................................... 160 TAX CONSIDERATIONS .............................................................................................................................. 164 PLAN OF DISTRIBUTION ........................................................................................................................... 171 TRANSFER RESTRICTIONS ....................................................................................................................... 173 LEGAL MATTERS ......................................................................................................................................... 176 INDEPENDENT AUDITORS ........................................................................................................................ 177 ENFORCEMENT OF CIVIL LIABILITIES .................................................................................................. 178 CERTAIN INSOLVENCY CONSIDERATIONS AND LIMITATIONS ON THE VALIDITY AND ENFORCEABILITY OF THE NOTES GUARANTEES ...................................................................... 180 AVAILABLE INFORMATION ....................................................................................................................... 184 LISTING AND GENERAL INFORMATION ................................................................................................ 185 INDEX TO HISTORICAL FINANCIAL INFORMATION ........................................................................... F-1 _______________________________ Moy Park (Bondco) Plc is a public limited company incorporated under the laws of Northern Ireland and an indirect subsidiary of Moy Park Holdings (Europe) Limited, which in turn is a private company incorporated under the laws of Northern Ireland and a wholly-owned subsidiary of Marfrig Holdings (Europe) B.V. Marfrig Holdings (Europe) B.V. is a private company incorporated under the laws of the Netherlands and is a wholly-owned subsidiary of Marfrig Global Foods S.A., a Brazilian publicly held corporation. In this Offering Memorandum, “Issuer” refers only to Moy Park (Bondco) Plc and not any of its subsidiaries. In this Offering Memorandum, “Moy Park,” “Group,” “the Company,” “we,” “us” and “our” refer to Moy Park Holdings (Europe) Limited and its consolidated subsidiaries, including the Issuer, unless the context makes clear that it refers to Moy Park Holdings
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