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Eversholt Funding Plc Prospectus October 2019

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Eversholt Funding Plc Prospectus October 2019 Eversholt Funding plc (incorporated with limited liability in England and Wales with registered no. 07329930) (the "Issuer") Legal entity identifier (LEI): 5493002X7O83FCJVYO69 £3,000,000,000 Multicurrency programme for the issuance of Bonds unconditionally and irrevocably guaranteed by Eversholt UK Rails (Holding) Limited (incorporated with limited liability in England and Wales with registered no. 10783654) ("HoldCo") Eversholt Rail Holdings (UK) Limited (incorporated with limited liability in England and Wales with registered no. 04415647) ("Rail HoldCo") Eversholt Finance Holdings Limited (incorporated with limited liability in England and Wales with registered no. 07327371) ("FinCo Parent") Eversholt Rail Limited (incorporated with limited liability in England and Wales with registered no. 06953114) ("MaintCo") Eversholt Depot Finance Limited (incorporated with limited liability in England and Wales with registered no. 05229765) ("DepotCo") Eversholt Rail Leasing Limited (formerly European Rail Finance (GB) Limited) (incorporated with limited liability in England and Wales with registered no. 02720809) ("LeaseCo") Eversholt Investment Limited (incorporated with limited liability in Ireland with registered no. 490363) ("EIL") European Rail Finance Holdings Limited (incorporated with limited liability in Ireland with registered no. 443562) ("ERFL Holdings") European Rail Finance Limited (incorporated with limited liability in Ireland with registered no. 443563) ("ERFL") European Rail Finance (2) Limited (incorporated with limited liability in Ireland with registered no. 510311) ("ERFL 2") 1 The Issuer has established a multicurrency programme (the "Programme") for the issuance of a single class of bonds designated as the Bonds (the "Bonds"). There is no provision under the Programme for other classes of bonds. The payments of all amounts due in respect of the Bonds will be unconditionally and irrevocably guaranteed by HoldCo, EIL, Rail HoldCo, FinCo Parent, MaintCo, DepotCo, LeaseCo, ERFL Holdings, ERFL and ERFL 2. Application has been made to the UK Financial Conduct Authority in its capacity as competent authority (the "FCA") for Bonds issued under the Programme during the period of twelve months after the date hereof to be admitted to the official list of the FCA (the "Official List") and to the London Stock Exchange plc (the "London Stock Exchange") for such Bonds to be admitted to trading on the London Stock Exchange – Regulated Market (the "Market"). References in this Prospectus to Bonds being "listed" (and all related references) shall mean that such Bonds have been admitted to trading on the Market and have been admitted to the Official List. The Market is a regulated market for the purposes of the Markets in Financial Instruments Directive 2014/65/EU. This Prospectus has been approved as a base prospectus by the FCA, as competent authority under Regulation (EU) 2017/1129 (the "Prospectus Regulation”). The FCA only approves the Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Approval by the FCA should not be considered as an endorsement of the Issuer, the Guarantors, each Obligor or of the quality of the Bonds that are the subject of the Prospectus. Investors should make their own assessment as to the suitability of investing in the Bonds. This Prospectus (as supplemented as at the relevant time, if applicable) is valid for 12 months from its date in relation to the Bonds which are to be admitted to trading on the London Stock Exchange’s regulated market. The obligation to supplement this Prospectus in the event of a significant new factor, material mistake or material inaccuracy does not apply when this Prospectus is no longer valid. Notice of the aggregate nominal amount of the Bonds, interest (if any) payable in respect of the Bonds, the issue price of the Bonds and certain other information which is applicable to each Tranche (as defined under "Terms and Conditions of the Bonds") of Bonds will be set out in a final terms document (the “Final Terms”) which will be delivered to the FCA and, where listed, the London Stock Exchange. Copies of Final Terms in relation to the Bonds to be listed on the London Stock Exchange will also be published on the website of the London Stock Exchange through a regulatory information service. The Bonds may be issued, on a continuing basis, to one or more of the Dealers specified under "Key Characteristics of the Programme" 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 on-going basis. References in this Prospectus to the "relevant Dealer" shall, in the case of an issue of Bonds being (or intended to be) subscribed by more than one Dealer or in respect of which subscriptions will be procured by more than one Dealer, be to all Dealers agreeing to subscribe for such Bonds or to procure subscriptions for such Bonds, as the case may be. The Programme is currently rated Baa2 by Moody's Investors Service Ltd ("Moody's") and BBB+ by Fitch Ratings Limited ("Fitch" and, together with Moody's, the "Rating Agencies”). Fitch downgraded the rating of the Programme from A- to BBB+ on 23 September 2019. Each of Moody’s and Fitch is established in the European Union and is registered under the Regulation (EC) No. 1060/2009 (as amended) (the "CRA Regulation"). Bonds issued under 2 the Programme may be rated or unrated by either of the Rating Agencies referred to above. Where a Tranche of Bonds is rated, such rating will be disclosed in the Final Terms and will not necessarily be the same as the rating assigned to the Programme by the relevant rating agency. 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. Amounts payable on Floating Rate Bonds will be calculated by reference to one of LIBOR, EURIBOR or SONIA (as specified in the relevant Final Terms), the administrators of which are ICE Benchmark Administration Limited ("ICE"), the European Money Markets Institute (the "EMMI") and the Bank of England, respectively. As at the date of this Prospectus, each of ICE and the EMMI are included in ESMA’s register of administrators under Article 36 of the Regulation (EU) No. 2016/1011 (the "Benchmarks Regulation") and the Bank of England is not included in ESMA's register of administrators under Article 36 of the Benchmarks Regulation. As far as the Issuer is aware, SONIA does not fall within the scope of the Benchmarks Regulation by virtue of Article 2 of that regulation, such that the Bank of England is not currently required to obtain authorisation or registration (or, if located outside the European Union, recognition, endorsement or equivalence). Amounts payable on Indexed Bonds may be calculated or otherwise determined by reference to an index or combination of indices. Any such index may constitute a benchmark for the purposes of the Benchmarks Regulation. If any such index does constitute a benchmark, the relevant Final Terms will indicate whether or not the benchmark is provided by an administrator included in ESMA’s register of administrators under Article 36 of the Benchmarks Regulation. Not every index will fall within the scope of the Benchmarks Regulation. Furthermore, the transitional provisions in Article 51 of the Benchmarks Regulation apply, such that the administrator of a particular benchmark may not currently be required to obtain authorisation or registration (or, if located outside the European Union, recognition, endorsement or equivalence) at the date of the relevant Final Terms. The registration status of any administrator under the Benchmarks Regulation is a matter of public record and, save where required by applicable law, the Issuer does not intend to update the relevant Final Terms to reflect any change in the registration status of the administrator. Bonds issued under the Programme have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the United States. The Bonds may not be offered, sold or transferred at any time within the United States or to or for the account or benefit of "U.S. persons" as defined in Regulation S under the Securities Act ("Regulation S") (each, a "U.S. person"). The Issuer has not been, and will not be, registered as an investment company as defined in Section 3(a)(1) of the Investment Company Act of 1940, as amended. The Bonds are subject to certain transfer restrictions. Each purchaser of the Bonds in making its purchase will be deemed to have made certain acknowledgements, representations and agreements. See "Subscription and Sale" in this Prospectus. Please see "RISK FACTORS" to read about certain factors you should consider before buying any Bonds. 3 Arranger RBC Capital Markets Dealers Barclays BNP PARIBAS CIBC Capital Markets Crédit Agricole CIB HSBC Lloyds Bank Corporate Markets MUFG NatWest Markets RBC Capital Markets Prospectus dated 25 October 2019 4 Under the Programme the Issuer may, subject to all applicable legal and regulatory requirements, from time to time issue Bonds in bearer and/or registered form (respectively "Bearer Bonds" and "Registered Bonds"). Copies of each Final Terms (as defined below) will be available (in the case of all Bonds) from the specified office set out below of The Law Debenture Trust Corporation p.l.c. as bond trustee (the "Bond Trustee"), (in the case of Bearer Bonds) from the specified office set out below of each of the Paying Agents (as defined below) and (in the case of Registered Bonds) from the specified office set out below of each of the Registrar and the Transfer Agent (each as defined below), provided that, in the case of Bonds which are not listed, copies of the relevant Final Terms will only be available for inspection by the relevant Bondholders (as defined below).
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