Alliance Automotive Finance plc

447 Pages·2016·3.32 MB·English

Listing Particulars Not for general distribution in the United States
Alliance Automotive Finance plc
€70,000,000 6.25% Senior Secured Notes due 2021
Alliance Automotive Finance plc (formerly Alize Finco plc), a public limited company organized under the laws of England and
Wales (the “Issuer”), is offering €70,000,000 aggregate principal amount of its 6.25% Senior Secured Notes due 2021 (the “Notes”). The
Notes will be issued as additional notes under the indenture entered into by the Issuer, among others, dated November 19, 2014 (the
“Indenture”), pursuant to which the Issuer issued €225,000,000 aggregate principal amount of 6.25% Senior Secured Notes due 2021 (the
“Original Fixed Rate Notes”) and a further €65,000,000 aggregate principal amount of 6.25% Senior Secured Notes due 2021 (the
“Additional Fixed Rate Notes” and, together with the Original Fixed Rate Notes and the Notes, the “Fixed Rate Notes”) and €100,000,000
aggregate principal amount of Floating Rate Senior Secured Notes due 2021 (the “Floating Rate Notes” and, together with the Original
Fixed Rate Notes, the “Original Notes”). Except as noted herein with respect to the Notes sold in reliance on Regulation S (which have
initially been issued bearing temporary ISINs (as defined herein) and temporary common codes), the Notes have the same ISINs and
common codes as, and have become fungible with, the Original Fixed Rate Notes and the Additional Fixed Rate Notes immediatelyupon
issuance. See “Description of the Notes—Transfer and Exchange”. The Notes have substantially the same terms as those of the Original
Fixed Rate Notes and the Additional Fixed Rate Notes. The Notes, the Original Fixed Rate Notes and the Additional Fixed Rate Notes form
a single series under the Indenture. The Notes will be treated as a single class together with the Original Notes and the Additional Fixed Rate
Notes for all purposes of the Indenture, including with respect to waivers, amendments, redemptions and offers to purchase, except as
otherwise specified in the Indenture.
The Notes will bear interest at a rate of 6.25% and will mature on December 1, 2021. Interest on the Notes will accrue from
December 1, 2015 and will be payable semi-annually in arrears on each June 1 and December 1, commencing on June 1, 2016. On or after
November 19, 2017, the Issuer will be entitled at its option to redeem all or a portion of the Notes, at any time or from time to time, at the
redemption prices set forth in these listing particulars. Prior to November 19, 2017, the Issuer will be entitled at its option to redeem all or a
portion of the Notes at a redemption price equal to 100% of the principal amount of the Notes plus a “make whole” premium. Inaddition, at
any time prior to November 19, 2017, the Issuer may redeem at its option up to 40% of the aggregate principal amount of the Fixed Rate
Notes with the net cash proceeds from certain equity offerings at the redemption price set forth in these listing particulars.
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 the Notes at
101% of the principal amount redeemed, plus accrued and unpaid interest, if any.
The Notes will be senior obligations of the Issuer and will be guaranteed on a senior secured basis (collectively, the “Note
Guarantees” and each, a “Note Guarantee”) by Alliance Automotive Holding Limited (formerly Alize Midco Limited) (“Parent”) and
certain of its subsidiaries (collectively, the “Guarantors”, and each a “Guarantor”). The Guarantors are wholly-owned by the Parent.
The Notes and the Note Guarantees will be secured on a first-ranking basis by security interests granted over certain assets that
also secure our obligations under the Original Notes and the Additional Fixed Rate Notes, the guarantees thereof, the Revolving Credit
Facility Agreement (as defined herein), and certain hedging obligations (collectively, the “Notes Collateral”), in each case, subject to the
operation of the Agreed Security Principles (as defined herein) and as more fully described in these listing particulars. Under the terms of
the Intercreditor Agreement (as defined herein), lenders under the Revolving Credit Facility, counterparties to certain hedging obligations
and holders of certain other indebtedness will receive proceeds from the enforcement of the Notes Collateral in priority to the holders of the
Notes. See “The Offering—Security”.
These listing particulars include information on the terms of the Notes and the Note Guarantees, including redemption and
repurchase prices, security, covenants, events of default, intercreditor relationships and transfer restrictions.
The Original Notes and the Additional Fixed Rate Notes have been admitted to the Official List of the Irish Stock Exchange and
admitted to trading on its Global Exchange Market. Currently, there is no public market for the Notes. Application has been made for listing
particulars to be approved by the Irish Stock Exchange and for the Notes to be admitted to the Official List of the Irish Stock Exchange and
admitted to trading on its Global Exchange Market. This document has been approved as listing particulars by the Irish Stock Exchange. The
Global Exchange Market is not a regulated market pursuant to the provisions of Directive 2004/39/EC. There is no assurance that the Notes
will be, or will remain, listed and admitted to trading on the Global Exchange Market.
The Notes will be represented by one or more global notes, which will be delivered through Euroclear SA/NV (“Euroclear”) and
Clearstream Banking, société anonyme (“Clearstream”), on February 9, 2016 (the “Issue Date”). See “Book-Entry; Delivery and Form”.
Investing in the Notes involves a high degree of risk. See “RiskFactors” beginning on page 26.
__________________________
Price for the Notes: 102.25% plus accrued interest, if any, fromDecember 1, 2015
__________________________
The Notes and the Note Guarantees have not been, and will not be, registered under the U.S. Securities Act of 1933, as
amended (the “U.S. Securities Act”), or the securities laws of any other jurisdiction. The Notes and the Note Guarantees may not be
offered or sold within the United States or to, or for the account or benefit of, U.S. persons, except to qualified institutional buyers in
reliance on the exemption from registration provided by Rule 144A under the U.S. Securities Act (“Rule 144A”) and to certain
persons in offshore transactions in reliance on Regulation S under the U.S. Securities Act (“Regulation S”). You are hereby notified
that sellers of the Notes may be relying on the exemption from the provisions of Section5 of the U.S. Securities Act provided by Rule
144A. See “Transfer Restrictions” and “Plan of Distribution” for additional information about eligible offerees and transfer
restrictions.
__________________________
Joint Global Coordinators and Bookrunning Managers
Credit Suisse UBS Investment Bank
Joint Bookrunner
The Royal Bank of Scotland
The date of these listing particulars is March 24, 2016.
TABLE OF CONTENTS
In making your investment decision, you should rely only on the information contained in these
listing particulars. Neither the Issuer nor any of the Initial Purchasers (as defined herein) have
authorized any other person to provide you with different information. If anyone provides you with
different or inconsistent information, you should not rely on it. You should assume that the information
appearing in these listing particulars is accurate as of the date on the front cover of these listing
particulars only. Neither the delivery of these listing particulars nor any sale made hereunder shall under
any circumstances imply that the information herein is correct as of any date subsequent to the date on
the front cover of these listing particulars.
Page Page
Notice to Investors................................................ii CertainRelationships and Related Party
Presentation of Financial and Other Data............vii Transactions..................................................126
Currency Presentation.........................................xii Description of Certain Financing
Exchange Rate and Currency Information.........xiii Arrangements................................................127
Certain Definitions.............................................xiv Description of the Notes....................................169
Information Regarding Forward-Looking Book-Entry; Delivery and Form........................259
Statements.....................................................xvii Certain Tax Considerations...............................264
Summary................................................................1 Certain ERISA Considerations..........................272
Corporate Structure and Certain Financing Limitations on Validity and Enforceability of
Arrangements...................................................11 the Note Guarantees and the Security
The Offering.........................................................13 Interests and Certain Insolvency Law
Summary Historical Consolidated Financial Considerations...............................................273
and Other Data.................................................20 Plan of Distribution...........................................299
Risk Factors..........................................................26 Transfer Restrictions..........................................301
Use of Proceeds....................................................59 Available Information........................................305
Capitalization.......................................................60 Independent Auditors........................................306
Selected Historical Financial Information............62 Legal Matters.....................................................307
Management’s Discussion and Analysis of Enforceability of Civil Liabilities......................308
Financial Condition and Results of Listing and General Information........................312
Operations........................................................64 Annex A: Summary of Certain Differences
Industry................................................................98 between French GAAP and IFRS..................A-1
Business..............................................................106 Unaudited Condensed Pro Forma Financial
Regulation..........................................................120 Information.....................................................P-1
Management.......................................................122
Principal Shareholder.........................................125 Index to Financial Statements.............................F-1
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NOTICE TO INVESTORS
These listing particulars are personal to each offeree and do not constitute an offer or solicitation by
anyone in any jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is
unlawful to make such offer or solicitation. No action has been, or will be, taken to permit a public offering in
any jurisdiction where action would be required for that purpose. Accordingly, the Notes may not be offered or
sold, directly or indirectly, nor may these listing particulars be distributed, in any jurisdiction except in
accordance with the legal requirements applicable in such jurisdiction. You must comply with all laws
applicable in any jurisdiction in which you buy, offer or sell any Notes or possess or distribute these listing
particulars, and you must obtain all applicable consents and approvals. Neither we nor the Initial Purchasers
shall have any responsibility for any of the foregoing legal requirements. See “Transfer Restrictions”.
Neither we, the Initial Purchasers, nor any of our or their respective representatives, the Trustee (as
defined herein) nor any agent named herein are making any representation to you regarding the legality of an
investment in the Notes, nor should you construe anything in these listing particulars as legal, business, tax or
other advice. You should consult your own advisors as to the legal, tax, business, financial and related aspects of
an investment in the Notes. In making an investment decision regarding any of the Notes, you must rely on your
own examination of our business and the terms of the Offering, including the merits and risks involved.
By accepting delivery of these listing particulars, you agree to the foregoing restrictions, to make no
photocopies of these listing particulars or any documents referred to herein and not to use any information
herein for any purpose other than considering an investment in the Notes.
These listing particulars are based on information provided by the Issuer, AAG and other sources that
the Issuer believes to be reliable. No representation or warranty, express or implied, is made by the Initial
Purchasers or their respective directors, affiliates, advisors and agents as to the accuracy or completeness of any
of the information set out in these listing particulars, and nothing contained in these listing particulars is, or shall
be relied upon as, a promise or representation by the Initial Purchasers or their respective directors, affiliates,
advisors and agents, whether as to the past or the future. Each prospective investor, by receiving these listing
particulars, acknowledges that they have not relied on the Initial Purchasers or the Initial Purchasers’ respective
directors, affiliates, advisors and agents in connection with their investigation of theaccuracyof this information
or their decision whether to invest in the Notes.
The Issuer accepts responsibility for the information contained in these listing particulars. To the best
of the Issuer’s knowledge and belief, having taken all reasonable care to ensure that such is the case, the
information contained in these listing particulars is in accordance with the facts and does not omit anything that
is likely to affect the import of such information. However, the information set forth under the sections entitled
“Exchange Rate and Currency Information”, “Summary”, “Management’s Discussion and Analysis of Financial
Condition and Results of Operations”, “Industry” and “Business” includes extracts from information and data,
including industry and market data, released by publicly available sources in Europe and elsewhere. This
information has been accurately reproduced and, as far as the Issuer is aware and has been able to ascertain from
information published by those sources, no facts have been omitted which would render the reproduced
information inaccurate or misleading. While the Issuer accepts responsibility for the accurate extraction and
summarization of such third party information and data, it has not independently verified the accuracy of such
third party information and data and accepts no further responsibility in respect thereof. In addition, these listing
particulars contain summaries, believed to be accurate, of some terms of specific documents, but reference is
made to the actual documents, copies of which will be made available upon request for a more complete
understanding. All such summaries are qualified in their entirety by such reference. However, as far as the
Issuer is aware, no information or data has been omitted which would render reproduced information inaccurate
or misleading. See “Available Information”.
The information contained in these listing particulars is correct as of the date on the front cover of
hereof. Neither the delivery of these listing particulars 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 these listing particulars or in the Issuer’s or AAG’s business
since the date on the front cover of these listing particulars. References to any website contained herein do not
form part of these listing particulars.
The information set out in those sections of these listing particulars describing clearing and settlement
arrangements, including the section entitled “Book-Entry; Delivery and Form”, is subject to any change in or
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reinterpretation of the rules, regulations and procedures of Euroclear or Clearstream currently in effect. While
we accept responsibility for accurately summarizing the information concerning Euroclear and Clearstream, we
accept no further responsibility in respect of such information.
The Notes will be available initially only in book-entry form. The Notes were issued in the form of
global notes, which were deposited with, or on behalf of, a common depositary for the accounts of Euroclear
and Clearstream. Beneficial interests in the global notes will be shown on, and transfers of beneficial interests in
the global notes will be effected only through, records maintained by Euroclear and Clearstream, and their
respective participants, as applicable. See “Book-Entry; Delivery and Form”.
The Notes are subject to restrictions on purchase, transferability and resale, which are described under
the section entitled “Transfer Restrictions”. Bypossessing these listing particulars or purchasing any Note, you
will be deemed to have represented and agreed to all of the provisions contained in that section of these listing
particulars. You should be aware that you may be required to bear the financial risks of your investment for a
long period of time.
The Initial Purchasers and certain of their related entities may acquire, for their own accounts, a portion
of the Notes.
The Issuer has applied for listing particulars to be approved by the Irish Stock Exchange and for the
Notes to be admitted to the Official List of the Irish Stock Exchange and admitted to trading on its Global
Exchange Market.
STABILIZATION
IN CONNECTION WITH THE OFFERINGS, CREDIT SUISSE SECURITIES (EUROPE)
LIMITED (THE “STABILIZATION MANAGER”) (OR ANY PERSON(S) ACTING ON BEHALF OF
THE STABILIZATION MANAGER), MAY OVER-ALLOT NOTES OR EFFECT TRANSACTIONS
WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE NOTES AT A LEVEL HIGHER
THAN THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, THERE CAN BE NO
ASSURANCES THAT THE STABILIZATION MANAGER (OR ANY PERSON(S) ACTING ON
BEHALF OF THE STABILIZATION MANAGER) WILL UNDERTAKE ANY SUCH
STABILIZATION ACTION. SUCH STABILIZATION ACTION, IF COMMENCED, MAY BEGIN ON
OR AFTER THE DATE OF ADEQUATE PUBLIC DISCLOSURE OF THE FINAL TERMS OF THE
OFFERINGS IS MADE AND MAY BE ENDED AT ANY TIME, BUT IT MUST END NO LATER
THAN THE EARLIER OF 30 CALENDAR DAYS AFTER THE ISSUE DATE OF THE NOTES AND
60 CALENDAR DAYS AFTER THE DATE OF ALLOTMENT OF THE NOTES. ANY
STABILIZATION ACTION OR OVER ALLOTMENT MUST BE CONDUCTED BY THE
STABILIZATION MANAGER (OR ANY PERSON(S) ACTING ON BEHALF OF THE
STABILIZATION MANAGER) IN ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES.
NOTICE TO INVESTORS IN THE UNITED STATES
The Offering is being made in the United States in reliance upon an exemption from registration under
the Securities Act for an offer and sale of the Notes which does not involve a public offering. In making your
purchase, you will be deemed to have made certain acknowledgments, representations and agreements. See
“Transfer Restrictions”.
These listing particulars are being provided (i) to a limited number of United States investors that the
Issuer reasonably believes to be “qualified institutional buyers” under Rule 144A for informational use solely in
connection with their consideration of the purchase of the relevant Notes and (ii) to investors outside the United
States who are not “U.S. persons” in connection with offshore transactions complying with Rule 903 or Rule
904 of Regulation S.
The Notes and the Note Guarantees have not been registered with, recommended by or approved by the
U.S. Securities and Exchange Commission (“SEC”), any state securities commission in the United States or any
other securities commission or regulatory authority in the United States, nor has the SEC or any such securities
commission or regulatory authority received or passed upon the accuracy or adequacy of these listing
particulars. Any representation to the contraryis a criminal offense in the United States.
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Prospective purchasers are hereby notified that the seller of any Note may be relying on the exemption
from the provisions of Section 5 of the U.S. Securities Act provided by Rule 144A. For a description of certain
further restrictions on resale or transfer of the Notes, see “Transfer Restrictions”.
NOTICE TO CERTAIN EUROPEAN ECONOMIC AREA INVESTORS
European Economic Area
These listing particulars have been prepared on the basis that all offers of the Notes will be made
pursuant to an exemption under Article 3 of Directive 2003/71/EC (the “Prospectus Directive”), as
implemented in member states (“Member States”) of the European Economic Area (the “EEA”), from the
requirement to produce a prospectus for offers of the Notes. Accordingly, any person making or intending to
make any offer of the Notes within the EEA should only do so in circumstances in which no obligation arises
for us, the Issuer or any of the Initial Purchasers to produce a prospectus for such offer. Neither we, nor the
Issuer nor the Initial Purchasers have authorized, nor do they authorize, the making of any offer of Notes
through any financial intermediary, other than offers made by the Initial Purchasers, which constitute the final
placement ofthe Notes contemplated in these listing particulars.
In relation to each Member State of the EEA that has implemented the Prospectus Directive (each, a
“Relevant Member State”), the offer to the public of any Notes which is the subject of the Offering
contemplated by these listing particulars is not being made and will not be made in that Relevant Member State
other than:
(a) to any legal entity that is a “qualified investor” as defined in the Prospectus Directive (which refers
to the definition of professional investors set forth in Directive 2004/39/EC, the Markets in
Financial Instruments Directive or “MiFID”);
(b) to fewer than 150 natural or legal persons (other than qualified investors as defined in the
Prospectus Directive), subject to obtaining the prior consent of the relevant Initial Purchaser or
Initial Purchasers nominated by the Issuer for any such offer; or
(c) in any other circumstances falling within Article 3(2) of the Prospectus Directive,
provided that no such offer of the Notes shall require us or the Initial Purchasers to publish a prospectus
pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the
Prospectus Directive.
For the purposes of this provision, the expression an “offer to the public” in relation to the Notes in any
Relevant Member State means the communication in any form and by any means of sufficient information on
the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe
the Notes, as the same may be varied in that Relevant Member State by any measure implementing the
Prospectus Directive in that Relevant Member State and the expression “Prospectus Directive” means Directive
2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in
the Relevant Member State) and includes any relevant implementing measure in each Relevant Member State
and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.
Each subscriber for, or purchaser of, the Notes in the Offering located within a Member State of the
EEA will be deemed to have represented, acknowledged and agreed that it is a qualified investor. We and the
Initial Purchasers and their respective affiliates and others will rely upon the trust and accuracy of the foregoing
representation, acknowledgement and agreement.
United Kingdom
These listing particulars are for distribution only to, and is directed solely at, persons who (i) are
outside the United Kingdom, (ii) are investment professionals, as such term is defined in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Financial
Promotion Order”), (iii) are persons falling within Articles 49(2)(a) to (d) of the Financial Promotion Order or
(iv) are persons to whom an invitation or inducement to engage in investment banking activity (within the
meaning of Section 21 of the Financial Services and Markets Act 2000 (the “FSMA”)) in connection with the
issue or sale of any Notes may otherwise be lawfully communicated or caused to be communicated (all such
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persons together being referred to as “relevant persons”). These listing particulars are directed only at relevant
persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or
investment activity to which these listing particulars relate is available only to relevant persons and will be
engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on these
listing particulars or any of its contents.
France
These listing particulars have not been prepared and are not being distributed in the context of a public
offering of financial securities in France within the meaning of Article L. 411-1 of the French Code monétaire et
financier and Title I of Book II of the Règlement Général of the Autorité des marchés financiers. The Notes
have not been and will not be, directly or indirectly, offered or sold to the public in the Republic of France (offre
au public de titres financiers), and neither these listing particulars nor any offering or marketing materials
relating to the Notes must be made available (or caused to be made available) or distributed (or caused to be
distributed) in any way that would constitute, directly or indirectly, an offer to the public in the Republic of
France.
The Notes may only be offered or sold in the Republic of France pursuant to Article L.411-2 of the
French Code monétaire et financier to (i) persons providing investment services relating to portfolio
management for the account of third parties (personnes fournissant le service d’investissement de gestion de
portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés) acting for their own
account, all as defined in and in accordance with Articles L.411-1, L.411-2, D.411-1, D.744-1, D.754-1 and
D.764-1 of the French Code monétaire et financier, except that qualified investors shall not include individuals.
Prospective investors are informed that:
(i) these listing particulars have not been and will not be submitted for prior approval to the
French financial market authority (Autorité des marchés financiers);
(ii) entities referred to in Article L.411-2 of the French Code monétaire et financier may only
participate in the Offering for their own account, as provided under Articles D.411-1,
D.744-1, D.754-1 and D.764-1 of the French Code monétaire et financier; and
(iii) the direct and indirect distribution or sale to the public of the Notes acquired by them may
only be made in compliance with Articles L.411-1, L.411-2, L.412-1 and L.621-8 to
L.621-8-3 of the French Code monétaire et financier.
Germany
In the Federal Republic of Germany, the Notes may only be offered and sold in accordance with the
provisions of the German Securities Prospectus Act (the “Securities Prospectus Act”,
Wertpapierprospektgesetz, WpPG) and any other applicable German law. No application has been made under
German law to offer the Notes to the public in or out of the Federal Republic of Germany. The Notes are not
registered or authorized for distribution under the German Securities Prospectus Act and accordingly may not
be, and are not being, offered or advertised publicly or by public promotion. These listing particulars are strictly
for private use and the offer is only being made to recipients to whom these listing particulars are personally
addressed and do not constitute an offer or advertisement to the public. In Germany, the Notes will only be
available to, and these listing particulars and any other offering material in relation to the Notes are directed
only at, persons who are qualified investors (qualifizierte Anleger) within the meaning of Section 2 No. 6 of the
German Securities Prospectus Act or who are subject of another exemption in accordance with Section 3 para. 2
of the Securities Prospectus Act. Any resale of the Notes in Germany may only be made in accordance with the
Securities Prospectus Act and other applicable laws.
The Netherlands
For selling restrictions in respect ofthe Netherlands, see “Notice to Certain European Economic Area
Investors—European Economic Area” above and in addition:
Each Initial Purchaser has represented and agreed that it will not make an offer of the Notes which are
the subject of the offering contemplated by these listing particulars to the public in the Netherlands in reliance
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on Article 3(2) of the Prospectus Directive unless such offer is made exclusively to legal entities which are
qualified investors (as defined in the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht,
the “NLFMSA”)) in the Netherlands.
For the purposes of this provision, the expressions (i) an “offer to the public” in relation to any Notes in
the Netherlands; and (ii) “Prospectus Directive”, have the meaning given to them above in the paragraph headed
“Notice to Certain European Economic Area Investors—European Economic Area”.
Luxembourg
These listing particulars have not been approved by and will not be submitted for approval to (i) the
Commission de Surveillance du Secteur Financier of the Grand Duchy of Luxembourg (“Luxembourg”) for the
purposes of a public offering or sale, in Luxembourg, of the Notes or admission to the official list of the
Luxembourg Stock Exchange (“LxSE”) and trading on the LxSE’s regulated market of the Notes or to (ii) the
LxSE for the purposes of admitting the Notes to the official list of the LxSE and trading on the LxSE’s Euro
MTF market. Accordingly, the Notes may not be offered or sold to the public in Luxembourg, directly or
indirectly, or listed or traded on the LxSE’s regulated market or the LxSE’s Euro MTF market, and neither these
listing particulars nor any other circular, prospectus, form of application, advertisement or other material may be
distributed, or otherwise made available in or from, or published in, Luxembourg except in circumstances which
do not constitute a public offer of securities to the public, subject to prospectus requirements, in accordance with
the applicable Luxembourg law of July 10, 2005 on prospectuses for securities, as amended.
THESE LISTING PARTICULARS CONTAIN IMPORTANT INFORMATION WHICH YOU
SHOULD READ BEFORE YOU MAKE ANY DECISION WITH RESPECT TO AN INVESTMENT IN
THE NOTES.
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PRESENTATION OF FINANCIAL AND OTHER DATA
Financial Data
Each of the Parent, Alliance Automotive Investment and the Issuer, respectively, were formed for the
purpose of facilitating the Acquisition. The Parent is the holding company for the Group and has no revenue-
generating operations or operating assets of its own, other than the ownership of the share capital of its direct
subsidiaries Alliance Automotive Investment and the Issuer. On the Completion Date (as defined herein),
Alliance Automotive Investment acquired indirectly the entire share capital of AAG. Prior to the Completion
Date, the Parent, Alliance Automotive Investment and the Issuer had no material assets or liabilities other than
in respect of the issuance of the Original Notes and did not engage in any activities other than those related to
the Acquisition.
The consolidated financial data included in these listing particulars reflects financial data of all
subsidiaries of AAG, including the Guarantor and non-Guarantor subsidiaries of AAG. The Parent, Alliance
Automotive Investment, the Issuer, Poinsetia and Luxco have not produced separate stand-alone or consolidated
financial statements as of the date of these listing particulars.
As of the date of these listing particulars, Parent is the direct parent company of Alliance Automotive
Investment and the indirect holding company of AAG. As a result, we have included and discussed in these
listing particulars the audited consolidated financial information of AAG for the years ended December 31,
2012, 2013 and 2014. Both Parent and Alliance Automotive Investment are holding companies with no
independent business operations or significant assets other than investments in AAG and were formed for the
purpose of facilitating the Acquisition and the issuance of the Original Notes.
The material differences between the Parent’s results of operations and AAG’s historical consolidated
financial information relate to (i) the indebtedness and interest expense incurred in connection with the Original
Notes issued as part of the Acquisition and the Additional Fixed Rate Notes issued on May 13, 2015, compared
to the outstanding indebtedness and interest expense of AAG and (ii) the impact of the purchase price allocation
performed in connection with the Acquisition (including adjustments to goodwill). As a result, the Parent’s
results of operations and the historical results of operations for AAG, respectively, are not directly comparable.
See the consolidated financial statements of AAG and the notes thereto included elsewhere in these listing
particulars for further information.
Unless otherwise indicated, the financial information presented in these listing particulars is the
historical consolidated financial information of AAG (previously Financière Poinsetia S.A.S. (“Financière
Poinsetia”)), comprising:
• the unaudited interim consolidated financial statements of AAG as of and for the nine months
ended September 30, 2015, prepared in accordance with the recommendation CNC 99-R-01
applicable to interim financial statements, reviewed by Deloitte & Associés, Cofigex and Ernst &
Young et Autres, which includes comparative information as of and for the nine months ended
September 30, 2014 and the auditors’ report thereto;
• an English language convenience translation of the consolidated financial statements of AAG as of
and for the year ended December 31, 2014, prepared in accordance with French GAAP, audited by
Deloitte & Associés, Cofigex and Ernst & Young et Autres, and the auditors’ report thereto;
• an English language convenience translation of the consolidated financial statements of AAG as of
and for the year ended December 31, 2013, prepared in accordance with French GAAP, audited by
Deloitte & Associés and Cofigex, and the auditors’ report thereto;
• an English language convenience translation of the consolidated financial statements ofFinancière
Poinsetia as of and for the year ended December 31, 2012, prepared in accordance with French
GAAP, audited by Deloitte & Associés and Cofigex, and the auditors’ report thereto; and
• the pro forma unaudited condensed consolidated financial information of AAG for the year ended
December 31, 2013, which has been prepared in accordance with the basis of preparation set out in
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“Unaudited Condensed Pro Forma Financial Information” and which is not intended to comply
with the requirements of Regulation S-X of the U.S. Securities Act.
Our audited consolidated financial information as of and for the year ended December 31, 2012 is
presented for Financière Poinsetia and its consolidated subsidiaries. Financière Poinsetia was renamed as AAG
in July 2013. On November 26, 2013, the shares of Financière Alliance Industrie S.A.S. (“FAI”) were
contributed in kind to AAG (the “FAI Reorganization”). As a result, financial statements prepared by AAG as
of and for the nine months ended September 30, 2014 and 2015 and the years ended December 31, 2013 and
2014 may differ and may not be directly comparable to the financial statements presented for Financière
Poinsetia. The financial information presented as of and for the year ended December 31, 2012 does not
materially differ from the information that AAG would present on a pro forma basis including FAI, given the
limited impact of FAI on our results of operations.
The financial information presented herein for the twelve months ended September 30, 2015 is derived
by adding the unaudited interim consolidated financial information of AAG for the nine months ended
September 30, 2015 to the audited consolidated financial information of AAG for the year ended December 31,
2014 and subtracting the unaudited interim consolidated financial information of AAG for the nine months
ended September 30, 2014. The summary financial information of AAG for the twelve months ended September
30, 2015 presented herein is not required by or presented in accordance with IFRS or French GAAP. Ithas been
prepared for illustrative purposes only and is not necessarily representative of our results for any future period.
Unless otherwise indicated, the financial results and information presented in the “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” section in these listing particulars
and elsewhere in these listing particulars is the historical consolidated financial information of AAG, and not
that of the Issuer.
The consolidated financial statements of AAG and Financière Poinsetia are prepared on the basis of a
financial period ending on December 31 of each year, and are presented in Euro. The consolidated financial
statements of AAG and Financière Poinsetia as of and for the years ended December 31, 2012, 2013 and 2014,
have been prepared in accordance with generally accepted accounting principles in France (“French GAAP”).
International Financial Reporting Standards (“IFRS”), as adopted by the European Union, differs in significant
respects from French GAAP.The primary differences, as they relate to us, include:
(i) certain differences impacting AAG’s net revenue presentation, in relation to the
accounting of our direct sales, as well as certain differences impacting AAG’s operating
result in the accounting of the CVAE (cotisation sur la valeur ajoutée des entreprises);
(ii) expensing costs related to business combinations as we incur them under IFRS in lieu of
capitalizing them under French GAAP;
(iii) the absence of amortization of goodwill under IFRS in lieu of amortizing goodwill over a
period to be determined by the company (10 years and 20 years for acquisition of entities
with sales revenue of less than €50.0 million and entities with sales revenue of more than
€50.0 million, respectively, in our case) under French GAAP;
(iv) recognizing and measuring derivatives at fair value through profit or loss (with the option
to qualify certain instruments in a cash-flowhedge relationship, allowing to recognize the
effective portion of their gains and losses in other comprehensive income);
(v) recording marketable securities at fair value under IFRS, in lieu of recording them at their
acquisition price under French GAAP;
(vi) deducting debt issuance costs amortized using the effective interest method from the debt
to which they relate under IFRS in lieu of capitalizing such issuance costs as deferred costs
under French GAAP;
(vii) applying a split accounting of convertible bonds instruments, as it includes both an equity
component and a liability component in lieu of booking them as a financial liability (at
cost) under French GAAP;
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(viii) recognizing actuarial gains and losses with respect to long-termdefined employee benefits
in other comprehensive income in lieu of recognizing them as profit or loss under French
GAAP; and
(ix) consolidating joint ventures using the equity method (IFRS 11, effective as of January 1,
2014) in lieu of using the proportionate consolidation method under French GAAP.
See “Annex A: Summary of Certain Differences between French GAAP and IFRS” for a description of
the differences andother material differences between French GAAP and IFRS directly impacting AAG and its
subsidiaries.
The items presented in “Annex A: Summary of Certain Differences between French GAAP and IFRS”
summarize certain differences identified between French GAAP and IFRS, which are limited to differences
which may have a potential impact on our consolidated net result and shareholders’ equity for the period
presented. We have not performed a complete and detailed analysis of the impact of IFRS on the presentationof
our income statement. However, we have identified certain differences impacting the net revenue presentation
and our operating result. See “Annex A: Summary of Certain Differences between French GAAP and IFRS” for
more information.
The preparation of financial statements in conformity with French GAAP requires the use of certain
critical accounting estimates. It also requires management to exercise its judgment in the process of applying the
Group’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where
assumptions and estimates are significant, are disclosed in the financial statements included elsewhere in these
listing particulars. See also “Management’s Discussion and Analysis of Financial Condition and Results of
Operations—Critical accounting policies”.
We may in the future decide to adopt a different presentation for our financial statements or prepare
and present financial statements for the Issuer and its consolidated subsidiaries or another entity in the Group.
As a result, financial statements prepared for future periods may not be comparable to the historical financial
information presented in these listing particulars.
2013 Unaudited Condensed Pro Forma Financial Information
We have included in these listing particulars an unaudited condensed pro forma consolidated income
statement of AAG for the year ended December 31, 2013, for the purpose of presenting the effects of (i) the FAI
Reorganization, (ii) the acquisition of Précisium Groupe S.A.S. (“Precisium Group”) on April 10, 2013 (the
“Precisium Acquisition”) by FAI and (iii) the acquisition of TPA Acquisition S.A.S. (“TPA Group”) on July
4, 2013 by AAF (the “TPA Acquisition” and, together with the FAI Reorganisation and the Precisium
Acquisition, the “2013 Business Combinations”), adjusted as if the 2013 Business Combinations had occurred
on January 1, 2013. The unaudited condensed pro forma consolidated financial information is derived from
combining:
• the audited consolidated income statement included in AAG’s consolidated financial statements
for the year ended December 31, 2013;
• the consolidated income statement of FAI, adjusted as if the FAI Reorganization had occurred on
January 1, 2013;
• the consolidated income statement of the Precisium Group, adjusted as if the Precisium
Acquisition had occurred on January 1, 2013;
• the consolidated income statement of the TPA Group, adjusted as if the TPA Acquisition had
occurred on January 1, 2013; and
• certain other intercompany eliminations related to the 2013 Business Combinations.
The unaudited condensed pro forma consolidated income statements of AAG for the year ended
December 31, 2013 have been prepared in accordance with the basis of preparation set out in “Unaudited
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