http://www.oblible.com LISTING OFFERING MEMORANDUM NOT FOR GENERAL DISTRIBUTION IN THE UNITED STATES 6SEP201803533322 ARQIVA BROADCAST FINANCE PLC £625,000,000 6.750% Senior Notes due 2023 unconditionally and irrevocably guaranteed by Arqiva Financing No 2 Limited, Arqiva Broadcast Parent Limited and Arqiva Broadcast Intermediate Limited Arqiva Broadcast Finance plc, a public limited company existing under the laws of England and Wales (the Issuer), is offering £625,000,000 in aggregate principal amount of its 6.750% Senior Notes due 2023 (the Notes). The Notes will mature on 30 September 2023. Interest on the Notes will be payable on 31 March and 30 September of each year, commencing on 31 March 2019. Prior to 30 September 2020, the Issuer will be entitled, at its option, to redeem all or a portion of the Notes by paying the relevant ‘‘make-whole’’ premium (the Applicable Premium) plus accrued and unpaid interest. Prior to 30 September 2020, the Issuer may also redeem at its option up to 40% of the original aggregate principal amount of the Notes using the net proceeds from certain equity offerings at the redemption price set forth in this Offering Memorandum, if at least 60% of the originally issued aggregate principal amount of the Notes remains outstanding. At any time on or after 30 September 2020, the Issuer may redeem all or part of the Notes by paying the relevant specified premium plus accrued and unpaid interest. Additionally, the Notes may be redeemed upon the occurrence of certain changes in applicable tax law at their outstanding principal amount plus accrued and unpaid interest. Upon the occurrence of a change of control, the Issuer may be required to make an offer to purchase the Notes. See ‘‘Terms and Conditions’’. The Notes will be senior obligations of the Issuer and will be guaranteed (the Guarantees) by Arqiva Financing No 2 Limited (AF No 2 and the Intermediate Guarantor), Arqiva Broadcast Parent Limited (the Parent Guarantor) and Arqiva Broadcast Intermediate Limited (Intermediate HoldCo and, together with the Intermediate Guarantor and the Parent Guarantor, the Guarantors). The Notes will rank pari passu in right of payment with all existing and future indebtedness of the Issuer that is not subordinated in right of payment to the Notes and will rank senior to any existing and future indebtedness of the Issuer that is expressly subordinated in right of payment to the Notes. The Notes will be structurally subordinated to the Senior Financing (as defined herein). The Notes and the Guarantees will be secured by first ranking fixed and floating security interests over all (or substantially all) of the assets of the Issuer and each of the Guarantors, including the shares in each of the Issuer and the Intermediate Guarantor held by the Parent Guarantor, the shares in Intermediate HoldCo held by the Intermediate Guarantor and the shares in the Senior Parent held by Intermediate HoldCo. See ‘‘Terms and Conditions—Condition 3.3 (Transaction Security)’’. The Guarantees and the Transaction Security (as defined herein) will be subject to contractual limitations and may be released under certain circumstances. This offering memorandum (this Offering Memorandum) includes information on the terms of the Notes and the Guarantees, including redemption and purchase prices, security, covenants and transfer restrictions. Application has been made to list the Notes on the official list (the Official List) of the Luxembourg Stock Exchange and to admit them to trading on the Euro MTF market of the Luxembourg Stock Exchange (the Euro MTF Market). The Euro MTF Market is not a regulated market pursuant to the provisions of Directive 2004/39/EC. This Offering Memorandum constitutes a prospectus for purpose of Part IV of the Luxembourg law on prospectuses for securities dated July 10, 2005, as amended. Investing in the Notes involves certain risks. Please see ‘‘Risk Factors’’ beginning on page 49. Price for the Notes: 100.000% plus accrued interest, if any, from the Issue Date The Notes and the Guarantees have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the Securities Act) or with any securities regulatory authority of any state or other jurisdiction of the United States. Subject to certain exemptions, the Notes may not be offered or sold within the United States to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act (Regulation S)). The Notes may be offered and sold only to non-U.S. persons (as defined in Regulation S) outside the United States in offshore transactions in reliance upon Regulation S. Investors in the Notes will be deemed to have made or be required to make certain representations and warranties in connection with purchasing the Notes. For a description of certain restrictions on resales and transfers, as to which each purchaser of Notes will be deemed to have acknowledged, represented and agreed, see ‘‘Plan of Distribution’’ and ‘‘Transfer Restrictions’’ in this Offering Memorandum. The Notes are expected to be delivered in book-entry form through Euroclear Bank S.A./N.V. (Euroclear) and/or Clearstream Banking, soci´et´e anonyme (Clearstream, Luxembourg) on or about 1 October 2018 (the Issue Date). Joint Global Coordinators and Joint Bookrunners BofA Merrill Lynch HSBC Joint Bookrunners Deutsche Bank ING Lloyds Bank Corporate Markets Listing Offering Memorandum dated 20 November 2018 http://www.oblible.com CONTENTS Forward Looking Statements .................................................. 7 Presentation of Financial and Other Information .................................... 8 Certain Definitions ......................................................... 12 Historical and Current Market and Industry Data ................................... 13 Glossary of Technical Terms ................................................... 14 Summary ................................................................. 16 Summary Corporate and Financing Structure ...................................... 26 The Offering .............................................................. 28 Overview of Senior Financing and Shareholder Financing ............................. 34 Summary Historical Consolidated Financial and Other Information ...................... 42 Risk Factors .............................................................. 49 Use of Proceeds ........................................................... 86 Capitalisation ............................................................. 87 Selected Historical Consolidated Financial Information ............................... 89 Management’s Discussion and Analysis of Financial Condition and Results of Operations ...... 95 Industry ................................................................. 120 Business ................................................................. 139 Regulation of the Communications Industry in the United Kingdom ...................... 167 Management .............................................................. 180 Principal Shareholders ....................................................... 186 Summary of the Transaction Documents .......................................... 187 Description of Certain Financing Arrangements .................................... 200 Overview of Senior Hedges ................................................... 216 Terms and Conditions ....................................................... 220 Defined Terms for the Purposes of the Common Terms Agreement ...................... 267 Forms of the Notes ......................................................... 309 Book-Entry Clearance Procedure ............................................... 311 Description of the Issuer ..................................................... 313 Description of the Intermediate Guarantor ........................................ 315 Description of the Parent Guarantor ............................................. 317 Description of Intermediate HoldCo ............................................. 319 Certain Tax Considerations .................................................... 321 Plan of Distribution ......................................................... 323 Transfer Restrictions ........................................................ 326 Certain Insolvency Law Considerations ........................................... 327 General Information ........................................................ 328 Index of Defined Terms ...................................................... 331 Index to the Financial Statements ............................................... F-1 1 NOTICES The Notes will be obligations of the Issuer only. They will not be obligations or responsibilities of, or guaranteed by, any of the other parties to the transactions described in this Offering Memorandum (other than pursuant to the Guarantees) and any suggestion otherwise, express or implied, is expressly excluded. If any withholding or deduction for or on account of tax is applicable to the Notes, payments on the Notes will be made subject to such withholding or deduction, and (subject to certain exceptions) the Issuer being obliged to pay additional amounts as a consequence. Notes will be represented on issue by beneficial interests in Global Notes, in fully registered form, without interest coupons attached, which will be deposited with, and be registered in the name of, a nominee of a common depositary for Euroclear and Clearstream, Luxembourg. Ownership interests