Europcar Notes Limited
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http://www.oblible.com LISTING PARTICULARS €475,000,000 Europcar Notes Limited. €475,000,000 5.750% Senior Notes due 2022 All obligations of Europcar Notes Limited are to be assumed on the escrow release date by Europcar Groupe S.A. This document consists of the listing particulars (the "Listing Particulars") in connection with the application to have the €475,000,000 aggregate principal amount of 5.750% Senior Notes due 2022 (the "Notes") issued by Europcar Notes Limited (the "Issuer") admitted to the Official List of the Luxembourg Stock Exchange and admitted for trading on the Euro MTF Market. These Listing Particulars supplement the Offering Memorandum dated May 27, 2015 (the "Offering Memorandum") attached as Appendix 1. The Offering Memorandum, jointly with these Listing Particulars, constitute a prospectus for the purpose of part IV of the Luxembourg law dated July 10, 2005 on Prospectuses for Securities. The following is added as a new first sentence under the caption "Clearing Information" on page 353 of the Offering Memorandum: "The Notes have been accepted for clearance and settlement through Euroclear France, Euroclear and Clearstream." The following supplements and amends the monthly exchange rate data presented on page (xv) of the Offering Memorandum: U.S. dollars per €1.00 Month Period end Average High Low April................................................................................................................................ 1.12 1.08 1.12 1.06 May (through May 31)................................................................................................ 1.10 1.12 1.14 1.09 The following clarification is made to page 188 of the Offering Memorandum: the references to Europcar International SAS in the section "Business − Subsidiaries and Equity Investments" and elsewhere throughout the Offering Memorandum should be read to be a reference to Europcar International S.A.S.U. Similarly, the reference to Europcar International S.A. und Co. oHG on page 225 under the caption "Certain Related Party Transactions - Principal Related Party Transactions − Guarantee" and elsewhere throughout the Offering Memorandum should be read to be a reference to Europcar International S.A.S.U. and Co. oHG. These Listing Particulars supplement, amend and modify the Offering Memorandum. These Listing Particulars are provided only for the purpose of obtaining approval of admission of the Notes to the Official List of the Luxembourg Stock Exchange and admission for trading on the Euro MTF Market and shall not be used or distributed for any other purposes. These Listing Particulars do not constitute an offer to sell, or a solicitation of an offer to buy, any of the Notes. Europcar Groupe S.A. accepts responsibility for the information contained in these Listing Particulars. To the best of our knowledge, except as otherwise noted, the information contained in these Listing Particulars is in accordance with the facts and does not omit anything likely to affect the import of these Listing Particulars. These Listing Particulars may only be used for the purposes for which they have been published. WS0501.841337.4 http://www.oblible.com Except as disclosed in the Offering Memorandum, there has been no material adverse change in the Issuer's nor Europcar Groupe S.A.'s financial position or prospects occurring since the date of the Offering Memorandum and the date of these Listing Particulars. The Notes have not been registered under the securities laws of any jurisdiction. The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or any state securities law of any state of the United States of America and unless so registered may not be offered or sold within the United States of America or to, or for the benefit of, U.S. persons (as defined in Regulation S under the Securities Act), except pursuant to an exemption from or in a transaction not subject to the registration requirements of the securities act and any applicable State laws. The date of these Listing Particulars is June 10, 2015. WS0501.841337.4 APPENDIX 1 Offering Memorandum dated May 27, 2015 WS0501.841337.4 Offering Memorandum Not for General Circulation in the United States Europcar Notes Limited €475 million 5.750% Senior Notes due 2022 All obligations of Europcar Notes Limited are to be assumed on the escrow release date by Europcar Groupe S.A. Europcar Notes Limited, a private company with limited liability incorporated under the laws of Ireland (the “SPV Issuer”), is offering (the “Offering”) € 475 million in aggregate principal amount of its 5.750% Senior Notes due 2022 (the “Notes”). The gross proceeds from the Offering will be deposited into a segregated escrow account (the “Escrow Account”) until the date that certain conditions are satisfied (the “Completion Date”). In addition, an amount of cash provided by Europcar Groupe S.A., a corporation organized under the laws of France (“EGSA”), to the SPV Issuer will be added to the Escrow Account to ensure that the total amount of escrow funds will be sufficient to pay the special mandatory redemption price for the Notes, when and if due, plus interest to the special mandatory redemption date. The conditions to the release of the proceeds from escrow include the completion of the initial public offering of EGSA, as successor issuer of the Notes, as well as certain refinancing events, as described herein, relating to EGSA. The Escrow Account will be in the name of the SPV Issuer but controlled by, and pledged on a first-ranking basis in favor of, the Trustee (as defined herein) for the benefit of the holders of Notes. Until the date the proceeds are released from escrow, the Notes will be limited recourse Notes of the SPV Issuer only and will be limited in recourse to the funds held in the Escrow Account. On the Completion Date, the escrow funds will be paid to or upon the order of EGSA, EGSA will assume all of the obligations of the SPV Issuer under the Notes, and the SPV Issuer will be released from all further obligations with respect to the Notes. If the conditions to the release of the proceeds from escrow have not been satisfied on or prior to October 8, 2015, the SPV Issuer will be required to redeem the Notes not later than five business days after such date, at a redemption price of 100% of the principal amount thereof, plus accrued interest to the date of redemption. See “Use of Proceeds” and “Description of the Notes—Escrow Arrangement”. The Notes will bear interest at a rate of 5.750% per annum. Interest on the Notes will accrue from and including the issue date and will be payable on June 15 and December 15, of each year, beginning on December 15, 2015. Upon assumption of the Notes by EGSA on the Completion Date, the Notes will be senior obligations of EGSA and will be secured by a second-ranking pledge of the shares of Europcar International S.A.S.U., a wholly owned subsidiary of EGSA, held by EGSA, which pledge will rank junior to the pledge securing EGSA’s new senior revolving credit facility. The Notes will rank equally in right of payment to all existing and future senior indebtedness of EGSA including indebtedness incurred under EGSA’s new senior revolving credit facility. At any time on or after June 15, 2018, EGSA may redeem all or any part of the Notes by paying a specified premium. Prior to June 15, 2018, EGSA will be entitled, at its option, to redeem all or a part of the Notes by paying the relevant “make-whole” premium. In addition, prior to June 15, 2018, EGSA may redeem, at its option, up to 40% of the principal amount of Notes with the net proceeds from certain equity offerings at a specified premium. If EGSA undergoes a change of control or sells certain of its assets, EGSA may be required to make an offer to purchase the Notes. In the event of certain developments affecting taxation, EGSA may redeem all, but not less than all, of the Notes. We have applied to have the Notes admitted to the Official List of the Luxembourg Stock Exchange and admitted for trading on the Euro MTF market (the “Euro MTF Market”). We expect that the Notes will be made ready for delivery in book-entry form through Euroclear and Clearstream on or about June 10, 2015, against payment in immediately available funds. Investing in the Notes involves a high degree of risk. Please see the section entitled “Risk Factors” beginning on page 32. We have not registered and will not register the Notes under the U.S. federal securities laws or the securities laws of any other jurisdiction. The Notes are being offered and sold in the United States only to qualified institutional buyers in reliance on Rule 144A of the Securities Act of 1933 (the “Securities Act”), and in transactions outside the United States in accordance with Regulation S of the Securities Act. Please see the sections entitled “Plan of Distribution” and “Transfer Restrictions” for additional information about eligible offerees and transfer restrictions. Offering Price: 99.289% plus accrued interest, if any, from the issue date. Joint Global Coordinators and Joint Bookrunners Deutsche Bank Crédit Agricole CIB BNP PARIBAS Joint Bookrunners Goldman Sachs HSBC Lloyds Bank The Royal Bank of Société International Scotland Générale The date of this Offering Memorandum is May 27, 2015 WS0501.841337.4 WS0501.841337.4 Table of Contents Page Important Information about this Offering Memorandum ...............................................................................................