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Global Switch Holdings Limited BASE PROSPECTUS GLOBAL SWITCH HOLDINGS LIMITED (incorporated with limited liability in the British Virgin Islands) €1,000,000,000 Euro Medium Term Note Programme unconditionally and irrevocably guaranteed by certain subsidiaries of Global Switch Holdings Limited Under this €1,000,000,000 Euro Medium Term Note Programme (the Programme), Global Switch Holdings Limited (the Issuer) may from time to time issue notes (the Notes) denominated in any currency agreed between the Issuer and the relevant Dealer (as defined below). The payments of all amounts due in respect of the Notes will be unconditionally and irrevocably guaranteed on a joint and several basis by the Guarantors. References in this Base Prospectus to the Guarantors are references to Brookset 20 Limited, Global Switch Coöperatief U.A., ICT Centre Holding B.V., ICT Centre France B.V., Global Switch PropertyHolding B.V., Global Switch Amsterdam B.V., Global Switch Amsterdam Property B.V., Global Switch Australia Holdings Pty Limited, Global Switch Property (Australia) Pty Limited, Global Switch Australia Pty Limited, Global Switch Property Pty Limited, Global Switch Singapore Holdings Pte Limited, Global Switch (Property) Singapore Pte Limited, Global Switch (France) Holding SAS, Global Switch (Paris) SAS, Global Switch Limited, Global Switch Estates 1 Limited and Global Switch Estates 2 Limited (the Original Guarantors) and each (if any) additional guarantor (each an Additional Guarantor) as described under “Terms and Conditions of the Notes—Covenants” but shall not include any Subsidiary of the Issuer which ceases to be a Guarantor of the relevant Series (as defined herein) of Notes after the relevant Issue Date, all as described under “Terms and Conditions of the Notes—Status of the Notes and the Notes Guarantee”. The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed €1,000,000,000 (or its equivalent in other currencies calculated as described in the Programme Agreement described herein), subject to increase as described herein. The Notes may be issued on a continuing basis to one or more of the Dealers specified under “Overview” and any additional Dealer appointed under the Programme from time to time by the Issuer (each a Dealer and together the Dealers), which appointment may be for a specific issue or on an ongoing basis. References in this Base Prospectus to the relevant Dealer shall, in the case of an issue of Notes being (or intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to subscribe such Notes. An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks see “Risk Factors”. This Base Prospectus has been approved by the Central Bank of Ireland, as competent authority under the Prospectus Directive (as defined below). The Central Bank of Ireland only approves this Base Prospectus as meeting the requirements imposed under Irish and European Union (EU) law pursuant to the Prospectus Directive. Such approval relates only to the Notes which are to be admitted to trading on a regulated market for the purposes of Directive 2004/39/EC (the Markets in Financial Instruments Directive or MiFID) and/or which are to be offered to the public in any Member State of the European Economic Area. Application has been made to the Irish Stock Exchange for Notes issued under the Programme (other than Exempt Notes (as defined below)) to be admitted to the official list of the Irish Stock Exchange (the Official List) and to trading on its regulated market (the Main Securities Market). The Main Securities Market is a regulated market for the purposes of MiFID. References in this Base Prospectus to Notes being listed (and all related references) shall mean that the Notes have been admitted to the Official List and to trading on the Main Securities Market. The requirement to publish a prospectus under the Prospectus Directive (as defined under “Important Notice” below) only applies to Notes which are to be admitted to trading on a regulated market in the European Economic Area and/or offered to the public in the European Economic Area other than in circumstances where an exemption is available under Article 3.2 of the Prospectus Directive (as implemented in the relevant Member State(s)). References in this Base Prospectus to Exempt Notes are to Notes for which no prospectus is required to be published under the Prospectus Directive. The Central Bank of Ireland has neither approved nor reviewed information contained in this Base Prospectus in connection with Exempt Notes. Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and certain other information which is applicable to each Tranche (as defined under “Terms and Conditions of the Notes”) of Notes will (other than in the case of Exempt Notes, as defined above) be set out in a final terms document (the Final Terms) which will be filed with the Central Bank of Ireland on or before the issue of the Notes of such Tranche. Copies of Final Terms in relation to Notes to be listed on the Irish Stock Exchange will also be published on the website of the Central Bank of Ireland at http://www.centralbank.ie/regulation/securities- markets/prospectus/Pages/approvedprospectus.aspx and on the website of the Irish Stock Exchange at www.ise.ie.InthecaseofExempt Notes, notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and certain other information which is applicable to each Tranche will be set out in a pricing supplement document (the Pricing Supplement). The Programme provides that Notes may be listed or admitted to trading, as the case may be, on such other or further stock exchanges or markets as may be agreed between the Issuer, the Original Guarantors and the relevant Dealer. The Issuer may also issue unlisted Notes and/or Notes not admitted to trading on any market. The Issuer has been rated Baa3 by Moody’s Investors Service Limited (Moody’s), BBB by Standard and Poor’s Credit Market Services Europe Limited (Standard and Poor’s) and BBB by Fitch Ratings Limited (Fitch). The Programme is expected to be rated BBB by Standard and Poor’s and has been rated BBB by Fitch. Each of Moody’s, Standard and Poor’s and Fitch is established in the European Union and is registered under the Regulation (EC) No. 1060/2009 (as amended) (the CRA Regulation). As such each of Moody’s, Standard and Poor’s and Fitch is included in the list of credit rating agencies published by the European Securities and Markets Authority on its website (at http://www.esma.europa.eu/page/List-registered-and-certified-CRAs) in accordance with the CRA Regulation. Notes issued under the Programme may be rated or unrated by any one or more of the rating agencies referred to above. Where a Tranche of Notes is rated, such rating will be disclosed in the Final Terms (or Pricing Supplement, in the case of Exempt Notes) and will not necessarily be the same as the rating assigned, or expected to be assigned, to the Programme by the relevant rating agency. A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. Arranger Barclays Dealers Barclays Credit Suisse Deutsche Bank Goldman Sachs International HSBC The date of this Base Prospectus is 3 December 2013. IMPORTANT INFORMATION This Base Prospectus comprises a base prospectus in respect of all Notes other than Exempt Notes issued under the Programme for the purposes of Article 5.4 of Directive 2003/71/EC as amended (which includes the amendments made by Directive 2010/73/EU to the extent that such amendments have been implemented in a relevant Member State of the European Economic Area) (the Prospectus Directive). The Issuer and each Original Guarantor accepts responsibility for the information contained in this Base Prospectus and the Final Terms or, as the case may be, the Pricing Supplement for each Tranche of Notes issued under the Programme. To the best of the knowledge of the Issuer and each Original Guarantor (each having taken all reasonable care to ensure that such is the case) the information contained in this Base Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. This Base Prospectus is to be read in conjunction with all documents which are deemed to be incorporated herein by reference. This Base Prospectus shall be read and construed on the basis that such documents are incorporated and form part of this Base Prospectus. Certain information identified as such in this Base Prospectus has been extracted from independent sources identified in this Base Prospectus. Where such information occurs in this Base Prospectus, the sources have been identified. Each of the Issuer and each Guarantor confirms that such information has been accurately reproduced and that, so far as it is aware, and is able to ascertain from information published by the specified sources, no facts have been omitted which would render the reproduced information inaccurate or misleading. See “Industry Overview” and “Description of the Issuer”. Neither the Dealers nor the Trustee (as defined below) have independently verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Dealers or the Trustee as to the accuracy or completeness of the information contained or incorporated in this Base Prospectus or any other information provided by the Issuer or the Original Guarantors in connection with the Programme.
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