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Eircom Finance Limited LISTING PARTICULARS eircom Finance Limited €350,000,000 9.25% Senior Secured Notes due 2020 eircom Finance Limited (the “Issuer” or “we”) issued €350,000,000 aggregate principal amount of 9.25% Senior Secured Notes due 2020 on May 20, 2013 (the “Notes”). The Notes are guaranteed on a senior secured basis by eircom Limited (the “Company”), eircom Holdings (Ireland) Limited (“EHIL”), eircom Finco S.à r.l, Irish Telecommunications Investments Limited, Meteor Mobile Communications Limited, eircom (UK) Limited and Meteor Ireland Holdings LLC (each, a “Guarantor”, and together the “Guarantors”). This document, together with the offering memorandum dated May 9, 2013 (the “Offering Memorandum”) constitutes the listing particulars (the “Listing Particulars”) in respect of the admission of the Notes to the Official List and to trading on the Global Exchange Market of the Irish Stock Exchange This document should be read in conjunction with the Offering Memorandum hereto as Annex I. Capitalised terms used in this document and not defined herein shall have the meanings ascribed to them in the Offering Memorandum. Application has been made to the Irish Stock Exchange for the approval of this document as Listing Particulars. Application has been made to the Irish Stock Exchange for the Notes to be admitted to the Official List and trading on the Global Exchange Market which is the exchange regulated market of the Irish Stock Exchange. The Global Exchange Market is not a regulated market for the purposes of Directive 2004/39/EC. The date of these Listing Particulars is August 6, 2013. Responsibility for the contents of these Listing Particulars We accept responsibility for the information contained in these Listing Particulars. To the best of our knowledge and belief (having taken all reasonable care to ensure that such is the case), the information contained in these Listing Particulars is accurate and does not omit anything likely to affect the importance of such information. The information contained in the Offering Memorandum is correct as of the date thereof. Neither the delivery of the Offering memorandum at any time after the date of publication nor any subsequent commitment to purchase the Notes shall, under any circumstances, create an implication that there has been no change in the information set forth in the Offering Memorandum or in our business since the date of the Offering Memorandum. The information set out in relation to sections of this offering memorandum describing clearing and settlement arrangements, including “Book-Entry, Delivery and Form”, is subject to any change in or reinterpretation of the rules, regulations and procedures of Euroclear or Clearstream currently in effect. We accept responsibility for accurately summarising the information concerning Euroclear and Clearstream and confirm that no fact has been omitted which would render such information inaccurate or misleading. - 1 - Table of contents Page Summary of the business.............................................................................................................................................. 3 Financial statements..................................................................................................................................................... 5 The guarantors.............................................................................................................................................................. 6 Transfer restrictions ..................................................................................................................................................... 7 Listing and general information ................................................................................................................................... 9 - 2 - SUMMARY The following summary highlights significant aspects of our business but you should carefully read the entire Offering Memorandum to understand the structure of the offering, our business, the risks associated with investing in the Notes, the terms of the Notes, and the tax and other considerations that are important to an investment decision. Overview We are the principal provider of fixed line telecommunications services in Ireland and operate the third largest mobile telecommunications provider in Ireland. Our fixed line division provides broadband, voice and data services to individual consumers and business users and contributed 76% of our total revenue (before inter-segment eliminations) in the six months ended December 31, 2012. We have the most extensive fixed line telecommunications network in Ireland in terms of both capacity and geographic reach. Our market share, based on revenues, of the Irish fixed line market was 52.7% for the quarter ended December 31, 2012. Our mobile division includes our Meteor and eMobile brands, which contributed 24% of our total revenue (before inter-segment eliminations) in the six months ended December 31, 2012. We had revenue of €1.5 billion and Adjusted EBITDA of €542 million in the financial year ending June 30, 2012, and revenue of €723 million and Adjusted EBITDA of € 243 million for the six months ended December 31, 2012. We generate virtually all of our revenue in Ireland, where substantially all of our reported subscribers and customers are located. Demand for our products and services, including the penetration of new value added services, traffic, ARPU and the number of subscribers is influenced by a number of factors, including the strength of the Irish economy. Between 2000 and 2007, the annual average growth in real GDP and real GNP was 5.8% and 5.2%, respectively. Between 2008 and 2011, real GDP declined by 4.8% while real GNP declined by 9.5% This decline in GDP has impacted expenditure on telecommunications and the performance of the telecommunications operators in Ireland, including eircom. After this period of contraction, GNP growth in Ireland recovered in 2011. Real GNP in Ireland is estimated to have grown by 1.5% in the year ended December 31, 2012 compared with the previous year (according to the Central Bank of Ireland). The Irish telecommunications market was fully opened to competition in December 1998. Following the liberalisation of the market, there has been growth in the number of customers using services provided by other licensed operators and mobile providers, who now represent significant competitors to eircom. Total market revenue from the Irish telecommunications market (excluding satellite pay-TV) was €3.73 billion for the twelve months ended December 31, 2012 (Source: ComReg). Fixed line revenue accounted for 53.7% of communication revenue in the quarter ended December 31, 2012 (an increase from 51.9% in the quarter ended December 31, 2011), while mobile services share was 41.5% in the quarter ended December 31, 2012. The remaining 4.8% in the quarter ended December 31, 2012 is attributable to broadcasting (excluding satellite pay-TV). The decrease in revenue from traditional fixed voice (partially explained by voice traffic migrating to mobile) in Ireland is in line with other Western European markets. Due to increasing competition in a four-player market and reductions in the mobile termination rates, revenue generated by the mobile market has declined from € 413.6 million in the quarter ended December 31, 2011 to € 386.5 million in the quarter ended December 31, 2012. Fixed line services We are the largest provider of fixed line telecommunications services in Ireland, offering internet, voice and data services to individual consumers and business users. We also offer wholesale access to our network to Other Authorised Operators. According to quarterly data published by ComReg (ComReg 13/25), we had a market share for the quarter ended December 31, 2012 of 52.7% of the Irish fixed line market, based on revenue, declining from 56.2% of revenue market share in the quarter ended December 31, 2011. We have the most extensive fixed line telecommunications network in Ireland in terms of both capacity and geographic reach, and other network operators therefore rely heavily on our infrastructure. We are also the leading provider of broadband services in Ireland with 461,000 retail lines as of December 31, 2012 according to ComReg. We had 1,356,000 fixed line retail and wholesale telephone access lines in service as of December 31, 2012 of which 1,276,000 were PSTN lines and 80,000 were ISDN lines. Approximately 96% of our active access lines are in exchanges enabled to support both PSTN and ADSL permitting simultaneous, high-speed transmission of voice and data over our network. For the financial year ended June 30, 2012 (before inter-segment eliminations) our retail fixed line revenue was €888.8 million and our wholesale fixed line revenue was €291.6 million, and for the six months ended December 31, 2012 retail fixed line revenue was € 415.9 million and wholesale fixed line revenue was €143.9 million. - 3 - Mobile services Our Mobile division is comprised of our Meteor and eMobile brands, offering segmented strategies to appeal to different demographics in the mobile market. We are the third largest mobile operator in Ireland in terms of customers. As of December 31, 2012, our Mobile division had 1,086,000 customers. According to quarterly data published by ComReg, we had a share of 19.9% of the Irish mobile market, based on number of subscriptions, including mobile broadband, as of December 31, 2012. This compares with a market share of 19.7% based on number of subscriptions,
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