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’’.
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