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NOTICE THIS OFFERING MEMORANDUM IS AVAILABLE ONLY TO INVESTORS WHO ARE EITHER (1) QUALIFIED INSTITUTIONAL BUYERS WITHIN THE MEANING OF RULE 144A UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR (2) NON-U.S. PERSONS WHO ARE OUTSIDE OF THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE U.S. SECURITIES ACT (AND, IF INVESTORS ARE RESIDENT IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA, A QUALIFIED INVESTOR). IMPORTANT: You must read the following before continuing. The following applies to the Offering Memorandum following this notice, whether received by email or otherwise received as a result of electronic communication. You are advised to read this disclaimer carefully before reading, accessing or making any other use of the Offering Memorandum. In accessing the Offering Memorandum, you agree to be bound by the following terms and conditions, including any modifications to them, each time you receive any information from us as a result of such access. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION AND THE SECURITIES 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 U.S. SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS. THE FOLLOWING OFFERING MEMORANDUM WILL BE ACCESSIBLE IN ELECTRONIC FORMAT AND YOU ACKNOWLEDGE THAT YOU RECEIVED THIS OFFERING MEMORANDUM IN A FORM THAT MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE U.S. SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. IF YOU HAVE GAINED ACCESS TO THIS TRANSMISSION CONTRARY TO ANY OF THE FOREGOING RESTRICTIONS, YOU ARE NOT AUTHORIZED AND WILL NOT BE ABLE TO PURCHASE ANY OF THE SECURITIES DESCRIBED HEREIN. Confirmation of your representation: In order to be eligible to view the Offering Memorandum or make an investment decision with respect to the notes, investors must be either (1) qualified institutional buyers within the meaning of Rule 144A under the U.S. Securities Act (“QIBs”) or (2) non-U.S. persons (within the meaning of Regulation S under the U.S. Securities Act) who are outside of the United States in offshore transactions in reliance on Regulation S under the U.S. Securities Act; provided that investors resident in a Member State of the European Economic Area must be a qualified investor (within the meaning of Article 2(1)(e) of Directive 2003/71/EC and any relevant implementing measure in each Member State of the European Economic Area). The Offering Memorandum is being sent at your request. By accepting this e-mail and by accessing the Offering Memorandum, you shall be deemed to have represented to us and the initial purchasers set forth in the attached Offering Memorandum (collectively, the “Initial Purchasers”) that: (1) you acknowledge that you are receiving such Offering Memorandum in electronic format, and (2) you or the customers you represent are: (a) QIBs, or (b) outside the United States and that you are not located in the United States, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any State of the United States or the District of Columbia (and if you are resident in a Member State of the European Economic Area, you are a qualified investor). You are reminded that the Offering Memorandum has been delivered to you on the basis that you are a person into whose possession the Offering Memorandum may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorized to, deliver the Offering Memorandum to any other person. Under no circumstances shall the Offering Memorandum constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Offering Memorandum is being furnished in connection with an offering exempt from registration under the U.S. Securities Act. The Offering Memorandum has not been approved by an authorized person in the United Kingdom. The securities may not be offered or sold other than to persons whose ordinary activities involve these persons in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses where the issue of the notes would otherwise constitute a contravention of Section 19 of the Financial Services and Markets Act 2000 (the “FSMA”) by us. In addition, no person may communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the securities other than in circumstances in which Section 21(1) of the FSMA does not apply to us. The Offering Memorandum has been addressed to you in an electronic form. You are reminded that documents transmitted electronically may be altered or changed during the process of electronic transmission and consequently none of the Initial Purchasers, any person who controls any initial purchaser, or any of their respective directors, officers, employees or agents accepts any liability or responsibility whatsoever in respect of any difference between the Offering Memorandum accessed by you in electronic format and any version that will be provided to you at a later date. OFFERING MEMORANDUM NOT FOR GENERAL DISTRIBUTION STRICTLY CONFIDENTIAL IN THE UNITED STATES Cognita Financing plc £280,000,000 7.75% Senior Secured Notes due 2021 Cognita Financing plc (the “Issuer”), a public limited company incorporated under the laws of England and Wales, is offering £280,000,000 aggregate principal amount of its 7.75% Senior Secured Notes due 2021 (the “Notes”). The Issuer will pay interest on the Notes semi-annually on each February 15 and August 15, commencing on February 15, 2016. The Notes will mature on August 15, 2021. The proceeds from the offering of the Notes (the “Offering”), together with cash on hand, will be used by the Issuer to repay certain existing credit facilities as further described herein (the “Refinanced Credit Facilities”). Prior to August 15, 2017, some or all of the Notes may be redeemed at any time at a price equal to 100% of the principal amount of the Notes redeemed plus accrued and unpaid interest to, but not including, the redemption date and a “make-whole” premium, as described in this offering memorandum (this “Offering Memorandum”). The Issuer may redeem some or all of the Notes at any time on or after August 15, 2017, at the redemption prices set forth in this Offering Memorandum, plus accrued and unpaid interest to, but not including, the redemption date. In addition, prior to August 15, 2017, the Issuer may redeem, at its option, no more than 40% of the aggregate principal amount of the Notes with the net cash proceeds from certain equity offerings. The Notes may also be redeemed at 100% of their principal amount plus accrued interest upon the occurrence of certain changes in applicable tax law. Upon the occurrence of a change of control (as defined herein), the Issuer will be required to offer to repurchase the Notes at 101% of the principal amount thereof, plus accrued and unpaid interest to, but not including, the date of the repurchase. The Notes will be general senior obligations of the Issuer. The Notes will be secured by first priority security interests over the same assets that secure the Revolving Credit Facility (as defined herein), comprising of fixed and floating charges on an equal and ratable first priority basis, over substantially all the assets of the Issuer and the Guarantors (as defined herein), including: shares of capital stock of each of the Issuer and the Guarantors (other than the Company (as defined below)); certain bank accounts; the rights of the Issuer under the Proceeds Loan (as defined herein) and certain real property in England; and separate mortgages over certain properties in Singapore, each in accordance with the Agreed Security Principles (as defined herein), the Security Documents (as defined herein) and the Intercreditor Agreement (as defined herein) (the “Collateral”). The Collateral will be granted by (i) Cognita Bondco Parent Limited (the “Company”), Cognita Holdings Limited (“Cognita Holdings”) and the Issuer on the Issue Date (as defined herein), (ii) the Acceding English Subsidiary Guarantors (as defined herein) as soon as practicable but in any case within three business days of the Issue Date and (iii) the Acceding Singapore Subsidiary Guarantors (as defined herein) as soon as practicable but in any case within 80 days of the Issue Date. Subject to the Agreed Security Principles, the Revolving Credit Facility, certain operating facilities and certain hedging obligations will be secured on a “super priority” basis and will receive proceeds from the enforcement of the Collateral ahead of the Notes. On the Issue Date, the Notes will be guaranteed (the “Guarantees”) on a senior basis by the Company and Cognita Holdings.
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