Dsg International

PROSPECTUS DATED 26 JULY 2010 6JUL201009455162 DSG INTERNATIONAL PLC (to be renamed Dixons Retail plc, subject to shareholder approval) (incorporated in England and Wales under the Companies Act 1985 with registered number 03847921) £150,000,000 8.75 per cent. Guaranteed Notes due 2015 guaranteed by certain subsidiaries of DSG international plc Issue Price: 99.007 per cent. The £150,000,000 8.75 per cent. Guaranteed Notes due 2015 (the ‘‘Notes’’) will be issued by DSG international plc (‘‘DSGi’’ or the ‘‘Issuer’’) (to be renamed Dixons Retail plc, subject to shareholder approval) and will, upon issue, be unconditionally and irrevocably guaranteed (the ‘‘Guarantee’’) on a joint and several basis by DSG International Holdings Limited, DSG Retail Limited, DSG Card Handling Services Limited, Coverplan Insurance Services Limited, DSG International Treasury Management Limited, DSG Overseas Investments Limited, DSG European Investments Limited, DSG Ireland Limited and DSG Retail Ireland Limited (collectively the ‘‘Guarantors’’ and each a ‘‘Guarantor’’). Interest on the Notes is payable on a semi-annual basis in arrear on 1 February and 1 August of each year, beginning on 1 February 2011 save that the last interest payment date will fall on 3 August 2015, as described in ‘‘Terms and Conditions of the Notes—Interest’’. Unless previously redeemed or purchased and cancelled, the Notes will mature on 3 August 2015. The Issuer may purchase all (but not some only) of the Notes at their principal amount outstanding together with interest accrued to (but excluding) the date of such purchase or, as the case may be, redemption, in the event of certain tax changes as described under ‘‘Terms and Conditions of the Notes—Redemption and Purchase—Redemption for Taxation Reasons’’. The Notes are also subject to redemption at the option of the holders of the Notes (the ‘‘Noteholders’’) on the occurrence of a Put Event, as defined and as further described under ‘‘Terms and Conditions of the Notes—Redemption and Purchase—Redemption of Notes upon a Change of Control’’. Notes may be redeemed at the option of the Issuer in whole or in part, as described under ‘‘Terms and Conditions of the Notes—Redemption and Purchase—Redemption at the Option of the Issuer’’. Application has been made to the Financial Services Authority in its capacity as competent authority under the Financial Services and Markets Act 2000 (the ‘‘UK Listing Authority’’) for the Notes to be admitted to the Official List of the UK Listing Authority (the ‘‘Official List’’) and to the London Stock Exchange plc (the ‘‘London Stock Exchange’’) for the Notes to be admitted to trading on the London Stock Exchange’s Regulated Market (the ‘‘Market’’). References to the Notes being ‘‘listed’’ (and all related references) shall mean that the Notes have been admitted to the Official List and have been admitted to trading on the Market. The Market is a regulated market for the purposes of Directive 2004/39/EC of the European Parliament and of the Council on markets in financial instruments. The Notes are expected to be assigned on issue a rating of Ba3 by Moody’s Investors Service Limited (‘‘Moody’s’’). A 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. The denomination of the Notes will be £50,000 and integral multiples of £1,000 in excess thereof, up to and including £99,000. The Notes will initially be represented by a temporary global note (the ‘‘Temporary Global Note’’), without interest coupons, which will be deposited on or about 30 July 2010 (the ‘‘Closing Date’’) with a common depositary (the ‘‘Common Depositary’’) for Euroclear Bank S.A./N.V. (‘‘Euroclear’’) and Clearstream Banking, societ´ e´ anonyme (‘‘Clearstream, Luxembourg’’). Interests in the Temporary Global Note will be exchangeable for interests in a permanent global note (the ‘‘Permanent Global Note’’ and together with the Temporary Global Note, the ‘‘Global Notes’’), without interest coupons, on or after 9 September 2010, being the 41st day from the Closing Date, upon certification as to non-U.S. beneficial ownership. Definitive Notes will only be issued in limited circumstances, as described in ‘‘Summary of Provisions Relating to the Notes while represented by Global Notes’’. The Notes have not been and will not be registered under the U.S. Securities Act of 1933 (the ‘‘Securities Act’’) and are subject to U.S. tax law requirements. Subject to certain exceptions, Notes may not be offered, sold or delivered within the United States or to U.S. persons. For a further description of certain restrictions on the offering and sale of the Notes and on the distribution of this Prospectus, see ‘‘Subscription and Sale’’ below. Investing in the Notes involves risks. Prospective investors should have regard to the factors as further described in ‘‘Risk Factors’’ in this Prospectus. This Prospectus does not describe all of the risks of an investment in the Notes. Joint Lead Managers and Joint Bookrunners The Royal Bank Barclays Capital BNP PARIBAS Citi HSBC of Scotland Co-Manager DnB NOR Markets, a part of DnB NOR Bank ASA This Prospectus comprises a prospectus for the purposes of Article 5.3 of Directive 2003/71/EC (the ‘‘Prospectus Directive’’) and for the purpose of giving information with regard to the Issuer, the Issuer and its subsidiaries taken as a whole (the ‘‘Group’’), the Guarantors and the Notes which according to the particular nature of the Issuer, the Guarantors and the Notes, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profits and losses and prospects of the Issuer and the Guarantors and the rights attaching to the Notes. The Issuer and each Guarantor (the ‘‘Responsible Person(s)’’) accept responsibility for the information contained in this Prospectus. To the best of the knowledge of each of the Issuer and each Guarantor (each of which has taken all reasonable care to ensure that such is the case), the information contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. This Prospectus is to be read in conjunction with all the documents which are incorporated herein by reference (see ‘‘Documents Incorporated by Reference’’). This Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer, the Guarantors or the Managers (as defined in ‘‘Subscription and Sale’’ below) to subscribe or purchase, any of the Notes in any jurisdiction in which such offer or invitation would be unlawful. The distribution of this Prospectus and the offering of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Prospectus comes are required by the Issuer, the Guarantors and the Managers to inform themselves about, and to observe, any such restrictions. For a description of further restrictions on offers and sales of Notes and distribution of this Prospectus, see ‘‘Subscription and Sale’’ below. No person is authorised to give any information or to make any representation not contained in this Prospectus and any information or representation not so contained must not be relied upon as having been authorised by or on behalf of the Issuer, the Guarantors or the Managers. Neither the delivery of this Prospectus nor any sale made in connection herewith shall, under any circumstances, create any implication that there has been no change in the affairs of the Issuer or the Guarantors since the date hereof or the date upon which this Prospectus has been most recently amended or supplemented or that there has been no adverse change in the financial position of the Issuer or the Guarantors since the date hereof or the date upon which this Prospectus has been most recently amended or supplemented or that the information contained in it or any other information supplied in connection with the Notes is correct as of any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same. To the fullest extent permitted by law, none of the Managers, HSBC Corporate Trustee Company (UK) Limited (the ‘‘Trustee’’) or any of their respective affiliates accepts any responsibility whatsoever for the contents of this Prospectus or for any other statement made or purported to be made by a Manager or the Trustee or on its or their behalf in connection with the Issuer, the Guarantors, or the issue and offering of the Notes. Each Manager, the Trustee and their respective affiliates accordingly disclaims all and any liability whether arising in tort or contract or otherwise (save as referred to above) which it might otherwise have in respect of this Prospectus or any such statement. The contents of this Prospectus are not to be construed as legal, financial, business or tax advice. Each prospective investor should consult his, her or its own legal adviser, financial adviser or tax adviser for legal, financial or tax advice. In connection with the issue of the Notes, Citigroup Global Markets Limited (the ‘‘Stabilising Manager’’) (or any person acting on behalf of the Stabilising Manager) may over-allot Notes or effect transactions with a view to supporting the market price of the Notes at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilising Manager (or any person acting on behalf of the Stabilising Manager) will undertake stabilisation action. Any stabilisation action may begin on or after the date on which adequate public disclosure of the terms of the offer of the Notes is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the issue date of the Notes and 60 days after the date of the allotment of the Notes.

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