OFFERING MEMORANDUM 9SEP201411041283 Synthos Finance AB (publ) E350,000,000 4.000% Senior Notes due 2021 guaranteed on a senior basis by Synthos S.A. and certain of its wholly-owned subsidiaries Synthos Finance AB (publ), a public limited liability company incorporated under the laws of Sweden (the ‘‘Issuer’’), is offering (the ‘‘Offering’’) A350,000,000 in aggregate principal amount of its 4.000% Senior Notes due 2021 (the ‘‘Notes’’). The maturity date of the Notes is September 30, 2021. The Issuer will pay interest on the Notes semi-annually in arrears on March 30 and September 30 of each year, commencing on March 30, 2015. The Issuer may redeem the Notes in whole or in part at any time on or after September 30, 2018 at the redemption prices specified in this Offering Memorandum (the ‘‘Offering Memorandum’’). Prior to September 30, 2018, some or all of the Notes may be redeemed at any time at a 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 herein. Prior to September 30, 2018, the Issuer may also redeem up to 35% of the Notes using the proceeds of certain equity offerings at the redemption price specified herein. Additionally, the Issuer may redeem all, but not less than all, of the Notes upon the occurrence of certain changes in applicable tax law. In the event of a change of control triggering event or sale of certain of our assets, the Issuer may be required to make an offer to purchase the Notes. The Notes will be general senior obligations of the Issuer and will be 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 senior in right of payment to all existing and future indebtedness of the Issuer that is subordinated in right of payment to the Notes. The Notes will be guaranteed on a senior unsecured basis by Synthos S.A. (the ‘‘Parent Guarantor’’) and by certain of our existing and future subsidiaries (each, a ‘‘Guarantor,’’ and, collectively, the ‘‘Guarantors’’), subject to limitations and statutory preferences under applicable law. The guarantees of the Notes by each of the Guarantors (each, a ‘‘Guarantee,’’ and, collectively, the ‘‘Guarantees’’) will be pari passu in right of payment with all of the existing and future indebtedness of such Guarantor that is not subordinated in right of payment to the Guarantees and senior in right of payment to all existing and future indebtedness of such Guarantor that is subordinated in right of payment to the Guarantees. The Notes and the Guarantees will also be effectively subordinated to all existing and future secured debt of the Issuer and each of the Guarantors to the extent of the value of the assets securing such debt and to all existing and future debt of all of the subsidiaries of the Issuer that do not guarantee the Notes. This Offering Memorandum includes information on the terms of the Notes and the Guarantees, including redemption and purchase prices, security, covenants and transfer restrictions. There is currently no public market for the Notes. This document constitutes the Offering Memorandum. The Irish Stock Exchange plc (the ‘‘Irish Stock Exchange’’) has approved this document as Listing Particulars (‘‘Listing Particulars’’). Application has been made to the Irish Stock Exchange for the Notes to be admitted to the Official List and to 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 Notes will be in registered form in denominations of A100,000 and integral multiples of A1,000 in excess thereof. We expect that the Notes will be issued in the form of one or more global notes in registered form. Delivery of the notes in book-entry form through Euroclear Bank SA/NV (‘‘Euroclear’’) and Clearstream Banking, soci´et´e anonyme (‘‘Clearstream’’) will be made on or about September 30, 2014 (the ‘‘Issue Date’’). See ‘‘Book-Entry, Delivery and Form.’’ Investing in the Notes involves a high degree of risk. See ‘‘Risk Factors’’ beginning on page 18. Price: 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 U.S. federal securities laws or the securities laws of any other jurisdiction. The Notes are being offered and sold only to qualified institutional buyers in the United States in accordance with Rule 144A (‘‘Rule 144A’’) under the U.S. Securities Act of 1933, as amended (the ‘‘U.S. Securities Act’’) and to certain non-U.S. persons outside the United States in accordance with Regulation S (‘‘Regulation S’’) under the U.S. Securities Act. You are hereby notified that sellers of the Notes may be relying on the exemption from registration requirements of Section 5 of the U.S. Securities Act provided by Rule 144A. See ‘‘Notice to Investors’’ for additional information about eligible offerees and transfer restrictions. September 30, 2014 TABLE OF CONTENTS SUMMARY ............................................................. 1 SUMMARY CORPORATE AND FINANCING STRUCTURE ........................ 7 THE OFFERING ......................................................... 9 SUMMARY HISTORICAL CONSOLIDATED FINANCIAL DATA AND OTHER INFORMATION ......................................................... 13 RISK FACTORS .......................................................... 18 USE OF PROCEEDS ...................................................... 42 CAPITALIZATION ........................................................ 43 SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION ............ 44 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ............................................... 47 INDUSTRY OVERVIEW ................................................... 73 BUSINESS .............................................................. 83 REGULATORY OVERVIEW ................................................ 99 MANAGEMENT.......................................................... 103 PRINCIPAL SHAREHOLDERS .............................................. 108 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS ............... 109 DESCRIPTION OF EXISTING INDEBTEDNESS ................................. 111 DESCRIPTION OF THE NOTES ............................................. 112 BOOK-ENTRY, DELIVERY AND FORM ....................................... 172 CERTAIN TAX CONSIDERATIONS ........................................... 176 CERTAIN ERISA CONSIDERATIONS ......................................... 188 LIMITATIONS ON VALIDITY AND ENFORCEABILITY OF THE GUARANTEES ....... 190 PLAN OF DISTRIBUTION .................................................. 202 NOTICE TO INVESTORS .................................................. 205 LEGAL MATTERS ........................................................ 209 INDEPENDENT AUDITORS ................................................ 210 AVAILABLE INFORMATION ............................................... 211 ENFORCEMENT OF CIVIL LIABILITIES ...................................... 212 LISTING AND GENERAL INFORMATION ..................................... 215 GLOSSARY............................................................. 218 INDEX TO FINANCIAL STATEMENTS ........................................ F-1 i IMPORTANT INFORMATION The Issuer and the Guarantors have prepared this Offering Memorandum based on information they have or have obtained from sources they believe to be reliable. Summaries of documents contained in this Offering Memorandum may not be complete. We will make copies of certain actual documents available to you upon request. Save for the Issuer, no other party has made an independent verification of the information contained in this Offering Memorandum in connection with the issue or offering of the Notes and no representation or warranty, express or implied, is made by BNP Paribas, Citigroup Global Markets Limited, Deutsche Bank AG, London Branch, Banco Santander, S.A., ING Bank N.V., London Branch, Powszechna Kasa Oszcz˛edno´sci Bank Polski SA or UniCredit Bank AG (collectively, the ‘‘Initial Purchasers’’) with respect to the accuracy or completeness of such information. Nothing contained in this Offering Memorandum is to be construed as, or shall be relied upon as, a promise, warranty or representation, whether to the past or the future, by the Initial Purchasers or any of their respective directors, affiliates, advisers or agents in any respect. The contents of this Offering Memorandum are not to be construed as, and should not be relied on as, legal, business or tax advice and each prospective investor should consult their own legal, business, tax and other advisers regarding an investment in the Notes. No Initial Purchaser accepts any responsibility for the contents of this Offering Memorandum or for any other statement made or purported to be made by it, or on its behalf, in connection with the Issuer, the Guarantors, the Group (as defined herein), the Notes or the Guarantees. Each of the Initial Purchasers accordingly disclaims all and any liability whether arising in tort, contract or otherwise which it might otherwise have in respect of this Offering Memorandum or any such statement. You should base your decision to invest in the Notes solely on information contained in this Offering Memorandum. Neither the Issuer, the Guarantors nor the Initial