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Ppf Arena 1 Bv BASE LISTING PARTICULARS PPF ARENA 1 B.V. (a private company with limited liability incorporated in the Netherlands) EUR3,000,000,000 Euro Medium Term Note Programme unconditionally and irrevocably guaranteed by certain subsidiaries of PPF Arena 1 B.V. Under this EUR3,000,000,000 Euro Medium Term Note Programme (the “Programme”), PPF Arena 1 B.V. (the “Issuer”) may from time to time issue notes (the “Notes”) denominated in any currency agreed between the Issuer and the relevant Dealer (as defined below). The payments of all amounts due in respect of the Notes will be unconditionally and irrevocably guaranteed (the “Guarantee”) on a joint and several basis by the Guarantors (as defined below). References in these Base Listing Particulars to the Guarantors are references to PPF Infrastructure B.V., PPF Telco B.V. and PPF TMT Bidco 1 B.V. (the “Original Guarantors”) and each (if any) additional guarantor (each an “Additional Guarantor”) but shall not include any Subsidiary (as defined under “Terms and Conditions of the Notes”) of the Issuer which ceases to be a Guarantor of the relevant Series (as defined under “Terms and Conditions of the Notes”) of Notes after the relevant Issue Date, all as described under “Terms and Conditions of the Notes – Status of the Notes, the Guarantee and Security”. Notes may be issued in bearer or registered form (respectively, “Bearer Notes” and “Registered Notes”). The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed EUR3,000,000,000 (or its equivalent in other currencies calculated as described in the Programme Agreement (as defined below)), subject to increase as described herein. Subject to the provisions of Condition 3.6 (Status of the Notes, the Guarantee and Security – Release of Security), the terms of the Intercreditor Agreement) and registration pursuant to the terms of the relevant Security Documents, the Notes will constitute secured obligations of the Issuer and the Guarantee will constitute secured obligations of each of the Guarantors. The Notes, the Guarantee and the Transaction Security (as defined below) will be subject to restrictions on enforcement and other intercreditor arrangements. See “Description of the Group – Material Financing Arrangements – PPF Intercreditor Agreement” for further information. In addition, some or all of the Guarantors and some or all of the Transaction Security may be released under certain circumstances. See “Terms and Conditions of the Notes – Status of the Notes, the Guarantee and Security” for further information. The Notes may be issued on a continuing basis to one or more of the Dealers specified under “Overview 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 ongoing basis. References in these Base Listing Particulars to the relevant Dealer shall, in the case of an issue of Notes being (or intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to subscribe such Notes. An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks see “Risk Factors”. These Base Listing Particulars do not constitute a prospectus for the purposes of Article 5 of Directive 2003/71/EC (as amended or superseded, the “Prospectus Directive”). The Issuer is not offering the Notes in any jurisdiction in circumstances that would require a prospectus to be prepared pursuant to the Prospectus Directive. Application has been made to the Irish Stock Exchange plc trading as Euronext Dublin (“Euronext Dublin”) for the approval of this document as base listing particulars (“Base Listing Particulars”). Application has also been made to Euronext Dublin for the Notes to be admitted to the official list (the “Official List”) and to trading on the Global Exchange Market of Euronext Dublin (the “Global Exchange Market”). The Global Exchange Market is not a regulated market for the purposes of the Markets in Financial Instruments Directive (Directive 2014/65/EU). These Base Listing Particulars have been approved by Euronext Dublin. The Programme provides that Notes may be listed or admitted to trading, as the case may be, on such other or further stock exchanges or markets as may be agreed between the Issuer, the Guarantors and the relevant Dealer. The Issuer may also issue unlisted Notes not admitted to trading on any market. The minimum denomination of any Notes issued under the Programme shall be at least €100,000 (or its equivalent in any other currency as at the date of issue of the Notes). Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and certain other information which is applicable to each Tranche (as defined under “Terms and Conditions of the Notes”) of Notes will be set out in a pricing supplement document (the “Pricing Supplement”). The Notes and the Guarantee have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or the securities laws of any state or other jurisdiction of the United States and may not be offered or sold in the United States or to, or for the account or the benefit of, U.S. persons as defined in Regulation S under the Securities Act except in certain transactions exempt from, or not subject to, the registration requirements of the Securities Act is available and in accordance with all applicable securities laws of any state or other jurisdiction of the United States. The Issuer has been assigned a long-term issuer rating of BBB- with stable outlook by Fitch Ratings Limited (“Fitch”), Ba1 with stable outlook by Moody’s Investors Service Limited (“Moody’s”) and BB+ with stable outlook by S&P Global Ratings Europe Limited (“S&P”). Each of Fitch, Moody’s and S&P is established in the European Union and is registered under the Regulation (EC) No. 1060/2009 (as amended) (the “CRA Regulation”). As such, each of Fitch, Moody’s and S&P is included in the list of credit rating agencies published by the European Securities and Markets Authority on its website (at http://www.esma.europa.eu/page/List-registered-and-certified-CRAs) in accordance with the CRA Regulation. Notes issued under the Programme may be rated or unrated. Where a Tranche of Notes is rated, such rating will be disclosed in the Pricing Supplement and will not necessarily be the same as the rating assigned to the Issuer by the relevant rating agency. A security 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 Notes will be calculated by reference to one of EURIBOR or LIBOR as specified in the relevant Pricing Supplement. As at the date of these Base Listing Particulars, the administrator of LIBOR is included in ESMA’s register of administrators under Article 36 of the Regulation (EU) No. 2016/1011 (the “Benchmarks Regulation”). As at the date of these Base Listing Particulars, the administrator of EURIBOR is not included in ESMA’s register of administrators under Article 36 of the Benchmarks Regulation. As far as the Issuer is aware, the transitional provisions in Article 51 of the Benchmarks Regulation apply, such that the European Money Markets Institute is not currently required to obtain authorisation/registration (or, if located outside the European Union, recognition, endorsement or equivalence). Global Co-ordinators and Joint Arrangers HSBC Société Générale Corporate & Investment Banking Dealers HSBC Société Générale Corporate & Investment Banking The date of these Base Listing Particulars is 14 March 2019 IMPORTANT INFORMATION The Issuer accepts responsibility for the information and each Original Guarantor accepts responsibility for the information in relation to itself contained in these Base Listing Particulars and the Pricing Supplement for each Tranche of Notes issued under the Programme. To the best of the knowledge of the Issuer and each Original Guarantor (each having taken all reasonable care to ensure that such is the case) the information contained in these Base Listing Particulars is in accordance with the facts and does not omit anything likely to affect the import of such information. Certain information in the “Risk Factors”, “Description of the Group” and “Industry” sections of these Base Listing Particulars has been extracted from certain third party sources as specified therein. The Issuer confirms that such information has been accurately reproduced and that, so far as it is aware, and is able to ascertain from information published by such sources, no facts have been omitted which would render the reproduced information inaccurate or misleading. These Base Listing Particulars are to be read in conjunction with all documents which are deemed to be incorporated in it by reference (see “Documents Incorporated by Reference”). These Base Listing Particulars shall be read and construed on the basis that those documents are incorporated and form part of these Base Listing Particulars. None of the Dealers nor the Trustee (as defined below) have independently verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Dealers, or the Trustee as to the accuracy or completeness of the information contained or incorporated in these Base Listing Particulars or any other information provided by the Issuer or the Original Guarantors in connection with the Programme. None of the Dealers nor the Trustee accepts any liability in relation to the information contained or incorporated by reference in these Base Listing Particulars or any other information provided by the Issuer or the Original Guarantors in connection with the Programme.
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