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Important Notice This Offering Is Available Only IMPORTANT NOTICE THIS OFFERING IS AVAILABLE ONLY TO INVESTORS WHO ARE EITHER (1) QUALIFIED INSTITUTIONAL BUYERS (“QIBs”) WITHIN THE MEANING OF RULE 144A (“RULE 144A”) UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR (2) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S (“REGULATION S”) UNDER THE U.S. SECURITIES ACT (AND, IF INVESTORS ARE RESIDENT IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA, A QUALIFIED INVESTOR). IMPORTANT: You must read the following before continuing. The following applies to the Offering Memorandum following this notice, and you are therefore advised to read this carefully before reading, accessing or making any other use of the Offering Memorandum. In accessing the Offering Memorandum, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from us as a result of such access. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION AND THE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS. THE FOLLOWING OFFERING MEMORANDUM MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE U.S. SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. Confirmation of your representation: In order to be eligible to view the Offering Memorandum or make an investment decision with respect to the securities described therein, investors must be either (1) QIBs or (2) purchasing such securities in an offshore transaction outside the United States in reliance on Regulation S; provided that investors resident in a Member State of the European Economic Area are qualified investors (within the meaning of Article 2(1)(e) of Directive 2003/71/EC and any relevant implementing measure in each Member State of the European Economic Area). The Offering Memorandum is being sent at your request. By accepting the e-mail and accessing the Offering Memorandum, you shall be deemed to have represented to us that: (1) you consent to delivery of such Offering Memorandum by electronic transmission, and (2) either: (a) you and any customers you represent are QIBs, or (b) the e-mail address that you gave us and to which the e-mail has been delivered is not located in the United States, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States or the District of Columbia, and (c) if you are resident in a Member State of the European Economic Area, you are a qualified investor. Prospective purchasers that are QIBs are hereby notified that the seller of the securities will be relying on the exemption from the provisions of Section 5 of the U.S. Securities Act pursuant to Rule 144A. You are reminded that the Offering Memorandum has been delivered to you on the basis that you are a person into whose possession the Offering Memorandum may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorized to, deliver the Offering Memorandum to any other person. The materials relating to the offering do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the initial purchasers or any affiliate of the initial purchasers is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the initial purchasers or such affiliate on behalf of the issuer in such jurisdiction. Under no circumstances shall the Offering Memorandum constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Offering Memorandum has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently neither the initial purchasers, nor any person who controls the initial purchasers, nor any of its directors, officers, employees or agents accepts any liability or responsibility whatsoever in respect of any difference between the Offering Memorandum distributed to you in electronic format and the hard copy version available to you on request from the initial purchasers. OFFERING MEMORANDUM NOT FOR GENERAL DISTRIBUTION IN THE UNITED STATES Picard Bondco S.A. €300,000,000 9% Senior Notes due 2018 Picard Bondco S.A. (the “Issuer”) offered (the “Offering”) €300 million aggregate principal amount of 9% Senior Notes due 2018 (the “Notes”), as part of the financing for the proposed acquisition of Picard Groupe S.A. (the “Company”). The Issuer will pay interest on the Notes semiannually on each April 1 and October 1, commencing April 1, 2011. The Notes will mature on October 1, 2018. The Issuer may redeem some or all of the Notes on or after October 1, 2014, at the redemption prices set forth in this offering memorandum. Prior to October 1, 2014, the Issuer may redeem, at its option, some or all of the Notes at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest and additional amounts, if any, plus the applicable “make whole” premium, as described in this offering memorandum. Prior to October 1, 2013, the Issuer may also redeem up to 35% of the aggregate principal amount of the Notes using the proceeds from certain equity offerings at the redemption price of 109% of the principal amount thereof, plus accrued and unpaid interest and additional amounts, if any, if at least 65% of the originally issued aggregate principal amount of the Notes remains outstanding. Additionally, the Issuer may redeem all, but not less than all, of the Notes upon the occurrence of certain changes in applicable tax law. Upon the occurrence of certain events constituting a change of control, the Issuer may be required to make an offer to repurchase all the Notes at a redemption price equal to 101% of the principal amount thereof, plus accrued and unpaid interest and additional amounts, if any. The Acquisition (as defined herein) was consummated on October 14, 2010. Pending the consummation of the Acquisition, the initial purchasers deposited the gross proceeds from the Offering into an escrow account in the name of the Issuer but controlled by, and pledged in favor of, the Trustee on behalf of the holders of the Notes. The release of the escrow proceeds was subject to the satisfaction of certain conditions, including the closing of the Acquisition. Consummation of the Acquisition was subject only to regulatory approval. If the Acquisition had not been consummated by November 15, 2010 (the “Acquisition Longstop Date”), or upon the occurrence of certain other events, the Notes would have been subject to a special mandatory redemption. The special mandatory redemption price would have been a price equal to 100% of the initial issue price of the Notes, plus accrued and unpaid interest and additional amounts, if any, from the Issue Date (as defined below) to the payment date of such mandatory redemption. See “Description of the Notes—Escrow of Proceeds; Special Mandatory Redemption”. The Notes are the Issuer’s senior obligations and, since the release of the escrow proceeds to the Issuer (the date of such release and the completion of the Acquisition, the “Completion Date”), are guaranteed on a senior subordinated basis by Lion Polaris II S.A.S. and Lion Polaris S.A.S. (together, the “Guarantors”). As of the Completion Date, the Notes and the guarantees are secured on a first-ranking basis by a pledge over (i) the Issuer’s rights under a loan in an amount equal to the aggregate principal amount of the Notes issued in the Offering from the Issuer to Lion/Polaris Lux 3 S.A. (the “LuxCo 3 Proceeds Loan”) and (ii) the bank accounts of the Issuer. As of the Completion Date, the Notes, the guarantees and the LuxCo 3 Proceeds Loan are also secured on a second-ranking basis (or shared first-ranking basis, subject to contractual subordination under the Intercreditor Agreement (as defined below)) by pledges over the bank accounts, ordinary shares, preferred equity certificates and intercompany loans of certain subsidiaries of the Issuer. There is currently no public market for the Notes. Application will be made for listing particulars to be approved by the Irish Stock Exchange, and for the Notes to be listed on the Official List of the Irish Stock Exchange and to be admitted to trading on the Global Exchange Market thereof. This offering memorandum constitutes “Listing Particulars” for such application. There is no assurance that the Notes will be listed and admitted to trading on the Global Exchange Market. Investing in the Notes involves a high degree of risk.
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