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Moy Park (Bondco) NOT FOR GENERAL DISTRIBUTION OFFERING MEMORANDUM IN THE UNITED STATES DATED MAY 1, 2015 Moy Park (Bondco) Plc £100,000,000 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 £100,000,000 aggregate principal amount of 6.25% senior notes due 2021 (the “Notes”). The Notes are being offered as a further issuance of the Issuer’s 6.25% Senior Notes due 2021, and will be consolidated with, and form a single series with, the £200,000,000 principal amount of the notes that were originally issued on May 29, 2014, which we refer to in this Offering Memorandum as the “Initial Notes.” Interest on the Notes will be payable semi-annually on each May 29 and November 29 beginning on May 29, 2015. 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. The Initial Notes are listed on the Official List of the Irish Stock Exchange and are admitted for trading on the Global Exchange Market thereof. We have made an application for listing particulars to be approved by the Irish Stock Exchange in order to admit the Notes to listing on the Official List of the Irish Stock Exchange and to 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: 98.501% plus accrued interest from November 29, 2014. _______________________________ Purchasers of new notes will be required to pay accrued interest totalling £23.96, per £1,000 principal amount of new notes, from and including November 29, 2014 up to (but excluding) April 17, 2015, the date we expect to deliver the new notes. 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 April 17, 2015 (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 Deutsche Bank Goldman Sachs International HSBC You should rely only on the information contained in this Offering Memorandum. Neither the Issuer, the Guarantors nor any of Deutsche Bank AG, London Branch, Goldman Sachs International and HSBC Bank plc (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. 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 ................................................................................................................................. 69 BUSINESS ........................................................................................................................................................ 74 MANAGEMENT .............................................................................................................................................. 96 PRINCIPAL SHAREHOLDERS .................................................................................................................... 101 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS ................................................ 102 DESCRIPTION OF CERTAIN FINANCING ARRANGEMENTS ............................................................... 103 DESCRIPTION OF THE NOTES .................................................................................................................. 107 BOOK-ENTRY, DELIVERY AND FORM..................................................................................................... 156 TAX CONSIDERATIONS .............................................................................................................................. 160 PLAN OF DISTRIBUTION ........................................................................................................................... 167 TRANSFER RESTRICTIONS ....................................................................................................................... 169 LEGAL MATTERS ......................................................................................................................................... 172 INDEPENDENT AUDITORS ........................................................................................................................ 173 ENFORCEMENT OF CIVIL LIABILITIES .................................................................................................. 174 CERTAIN INSOLVENCY CONSIDERATIONS AND LIMITATIONS ON THE VALIDITY AND ENFORCEABILITY OF THE NOTES GUARANTEES ...................................................................... 176 AVAILABLE INFORMATION ....................................................................................................................... 180 LISTING AND GENERAL INFORMATION ................................................................................................ 181 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 limited liability company incorporated under the laws of the Netherlands and
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