24OCT201405403904

OFFERING MEMORANDUM NOT FOR GENERAL DISTRIBUTIONIN THE UNITED STATES

Guaranteed on a senior secured basis by Arrow Global Guernsey Holdings Limitedand certain of its subsidiaries

g400,000,000 Senior Secured Floating Rate Notes due 2025

Interest payable on January 1, April 1, July 1 and October 1

Arrow Global Finance plc (the Issuer), a public limited company incorporated in England and Wales, is hereby offering (the Offering) e400,000,000 Senior SecuredFloating Rate Notes due 2025 (the Notes).

The Issuer is a finance subsidiary of Arrow Global Guernsey Holdings Limited (AGGHL), which in turn is a subsidiary of Arrow Global Group PLC (AGG). The net proceedsof the Offering will be used to redeem all of the Issuer’s outstanding e335,000,000 Senior Secured Floating Rate Notes due 2021 (the 2021 Notes) and to repay a portionof the amounts drawn under the Arrow Global Revolving Credit Facility.

Interest will be paid on the Notes quarterly in arrear on January 1, April 1, July 1 and October 1 of each year, beginning on July 1, 2017. The Notes will bear interest at arate per annum equal to the three-month Euro Inter-bank Offered Rate (EURIBOR) plus 2.875% per year, reset quarterly, provided that EURIBOR shall never be less than0%. The Notes will mature on April 1, 2025.

The Issuer may redeem some or all of the Notes on or after April 1, 2019 at the redemption prices set out in this offering memorandum (this Offering Memorandum). Priorto April 1, 2019, the Issuer may redeem, at its option, some or all of the Notes at a redemption price equal to 100% of the principal amount thereof, plus accrued andunpaid interest, if any, plus the applicable ‘‘make-whole’’ premium, as described in this Offering Memorandum. Prior to April 1, 2019 the Issuer may redeem up to 40% ofthe aggregate principal amount of the Notes using the net cash proceeds from certain equity offerings at a price equal to 102.875% of the principal amount thereof, plusaccrued and unpaid interest, if any, if at least 60% of the originally issued aggregate principal amount of the Notes remains outstanding. Additionally, the Issuer mayredeem all, but not less than all, of the Notes in the event of certain developments affecting taxation. Upon the occurrence of certain events constituting a Change ofControl, as defined herein, the Issuer may be required to make an offer to repurchase all the Notes at a redemption price equal to 101% of the principal amount thereof,plus accrued and unpaid interest, if any.

The Notes will be the general obligations of the Issuer and will be senior in right of payment to all existing and future indebtedness of the Issuer that is subordinated in rightof payment to the Notes, will be pari passu in right of payment among themselves and with all existing and future indebtedness of the Issuer that is not subordinated inright of payment to the Notes, will be effectively senior to all existing and future indebtedness of the Issuer and its subsidiaries that is unsecured or secured by liens juniorto the liens securing the Notes, will be effectively subordinated to all existing and future indebtedness of the Issuer and its subsidiaries that is secured by liens senior tothe liens securing the Notes, or secured by property and assets that do not secure the Notes, to the extent of the value of the property and assets securing suchindebtedness, and will be effectively subordinated to all obligations of the subsidiaries of the Issuer that do not guarantee the Notes.

From the Issue Date, the Notes will be guaranteed (the Guarantees) on a senior basis by AGGHL, its subsidiary Arrow Global Investments Holdings Limited (AGIHL)(together, the Parent Guarantors) and certain other subsidiaries of AGGHL (the Subsidiary Guarantors and, together with the Parent Guarantors, the Guarantors). TheNotes will not be guaranteed by AGG.

From the Issue Date, the Notes will be secured by substantially all of the assets of the Issuer and the Guarantors (the Collateral), including first-priority security interests inthe shares of the Issuer and the Subsidiary Guarantors, as described in ‘‘Description of the Notes—Security.’’ The Collateral also secures our obligations under theIssuer’s e230,000,000 Senior Secured Floating Rate Notes due 2023 (the 2023 Notes) and the Issuer’s £220,000,000 5.125% Senior Secured Notes due 2024 (the 2024Notes and, together with the 2023 Notes, the Existing Notes), and the Arrow Global Revolving Credit Facility, and may also secure additional debt in the future. Pursuantto the terms of the Intercreditor Agreement, any liabilities in respect of obligations under the Arrow Global Revolving Credit Facility and certain hedging obligations thatare secured by assets that also secure our obligations under the Notes and the Guarantees will receive priority with respect to any proceeds received upon anyenforcement action over any such assets. The Collateral may be released in circumstances described in ‘‘Description of the Notes—Security.’’ In the event ofenforcement of the Collateral, the holders of the Notes will receive proceeds from the Collateral only after the lenders under the Arrow Global Revolving Credit Facility andcounterparties to certain hedging obligations have been repaid in full. See ‘‘Description of the Notes—Security.’’

This Offering Memorandum constitutes a prospectus for the purpose of part IV of the Luxembourg law dated July 10, 2005 on prospectuses for securities, as amended,and for the purpose of the rules and regulations of the Luxembourg Stock Exchange.

There is currently no public market for the Notes. Application has been made for listing particulars to be approved by the Luxembourg Stock Exchange and for the Notesto be admitted to the Official List of the Luxembourg Stock Exchange and to be admitted for trading on the Euro MTF Market thereof. There can be no assurance that theNotes offered hereby will be listed and admitted to trade on the Euro MTF Market. The Euro MTF Market of the Luxembourg Stock Exchange is not a regulated marketpursuant to the provisions of Directive 2004/39/EC on markets in financial instruments.

Investing in the Notes involves a high degree of risk. See ‘‘Risk Factors’’ beginning on page 36.

Issue Price for the Notes: 100% plus accrued interest, if any, from and including 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 U.S. Securities Act), orthe laws of any state or other jurisdiction of the United States, and may not be offered or sold within the United States except pursuant to an exemption from, orin a transaction not subject to, the registration requirements of the U.S. Securities Act. In the United States, the Offering is being made only to qualifiedinstitutional buyers (QIBs) within the meaning of Rule 144A under the U.S. Securities Act (Rule 144A) in compliance with Rule 144A. Prospective purchasers ofthe Notes that are QIBs are hereby notified that the seller may be relying on the exemption from the provisions of Section 5 of the U.S. Securities Act provided byRule 144A. Outside the United States, the Offering is being made in reliance on Regulation S under the U.S. Securities Act (Regulation S). For additionalinformation about eligible offerees and transfer restrictions, see ‘‘Transfer Restrictions.’’

The Notes will be issued in registered form in minimum denominations of e100,000 and integral multiples of e1,000 in excess thereof. The Notes will be represented byone or more global notes and we expect to deliver the Notes in book-entry form through Euroclear Bank SA/NV (Euroclear) and Clearstream Banking, S.A.(Clearstream) on or about March 29, 2017. See ‘‘Book-Entry; Delivery and Form.’’

Physical Bookrunners and Global Coordinators

J.P. Morgan Goldman Sachs International HSBC DNB Markets

Joint Bookrunners

ABN AMRO Lloyds Bank Morgan Stanley NatWest Markets

Offering Memorandum dated March 21, 2017

TABLE OF CONTENTS

Important Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ii

Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . vii

Use of Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ix

Presentation of Financial and Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . xiv

Market and Industry Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . xx

Exchange Rate Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . xxi

Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

The Offering . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

Summary Historical Consolidated Financial and Other Information . . . . . . . . . . . . . . . . . . . . . 26

Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36

Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76

Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77

Selected Historical Consolidated Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79

Management’s Discussion and Analysis of Financial Condition and Results of Operations . . . . 82

Industry . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 129

Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 141

Regulation and Compliance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 171

Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 186

Principal Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 195

Certain Relationships and Related Party Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 196

Description of Other Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 197

Description of the Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 212

Book-Entry; Delivery and Form . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 285

Certain Tax Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 290

Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 296

Transfer Restrictions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 299

Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 302

Independent Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 302

Where You Can Find More Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 303

Service of Process and Enforcement of Civil Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 304

Limitations on Validity and Enforceability of Guarantees and Security and Certain InsolvencyLaw Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 305

Listing and General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 317

Index to Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-1

IMPORTANT INFORMATION

In this Offering Memorandum:

• Issuer refers to Arrow Global Finance plc, a public limited company incorporated under the laws ofEngland and Wales; and

• Parent Guarantors refer to Arrow Global Guernsey Holdings Limited, a non-cellular companylimited by shares incorporated under the laws of Guernsey (AGGHL), and Arrow Global InvestmentsHoldings Limited, a private limited company incorporated in England and Wales (AGIHL). AGGHLowns 100% of the shares of AGIHL, which in turn holds 100% of the shares of the Issuer.

The ultimate parent company of the Parent Guarantors, their respective subsidiaries and the Issuer isArrow Global Group PLC (AGG), a public limited company incorporated under the laws of England andWales whose shares are listed on the London Stock Exchange. AGG is neither a guarantor of the Notesnor otherwise subject to the Indenture. See ‘‘Summary—Corporate and Financing Structure’’ for adiagram depicting the simplified corporate structure of AGG and its consolidated subsidiaries(collectively, the Consolidated Group). AGG’s registered office is located at Belvedere, 12 Booth Street,Manchester M2 4AW. AGG’s telephone number is +44 800 130 0169.

Except where the context otherwise requires or it is otherwise indicated, AGGHL and its consolidatedsubsidiaries are referred to collectively as the AGGHL Group, and the Consolidated Group, we, us andour refer to AGG and its consolidated subsidiaries. In ‘‘Description of the Notes,’’ AGGHL is referred toas the ‘‘Company.’’

In making an investment decision, prospective investors must rely on their own examination of theConsolidated Group and the terms of the Offering, including the merits and risks involved. In addition,neither we nor J.P. Morgan Securities plc, Goldman Sachs International, HSBC Bank plc, DNB Markets, adivision of DNB Bank ASA, ABN AMRO Bank N.V., Lloyds Bank plc, Morgan Stanley & Co.International plc or The Royal Bank of Scotland plc (trading as NatWest Markets) (the Initial Purchasers)nor any of our or their respective representatives is making any representation to you regarding thelegality of an investment in the Notes, and you should not construe anything in this OfferingMemorandum as legal, business or tax advice. You should consult your own advisors as to legal, tax,business, financial and related aspects of an investment in the Notes. You must comply with all lawsapplicable in any jurisdiction in which you buy, offer or sell the Notes or possess or distribute thisOffering Memorandum, and you must obtain all applicable consents and approvals; neither we nor theInitial Purchasers shall have any responsibility for any of the foregoing legal requirements.

We accept responsibility for the information contained in this Offering Memorandum. To the best of ourknowledge and belief, the information contained in this Offering Memorandum with regard to us and oursubsidiaries and the Notes is in accordance with the facts and does not omit anything likely to affect theimport of such information. The information contained in this Offering Memorandum is as of the datehereof. Neither the delivery of this Offering Memorandum at any time after the date of publication nor anysubsequent commitment to purchase the Notes shall, under any circumstances, create an implicationthat there has been no change in the information set forth in this Offering Memorandum or in ourbusiness since the date of this Offering Memorandum.

The Initial Purchasers, the Trustee, the Security Agent and the agents make no representation orwarranty, express or implied, as to the accuracy or completeness of the information contained in thisOffering Memorandum. Nothing contained in this Offering Memorandum is, or shall be relied upon as, apromise or representation by the Initial Purchasers as to the past or future.

The information contained in this Offering Memorandum has been furnished by us and other sources webelieve to be reliable. This Offering Memorandum contains summaries, believed to be accurate, of someof the terms of specific documents, but reference is made to the actual documents, copies of which willbe made available upon request, for the complete information contained in those documents. Youshould contact us or the Initial Purchasers with any questions about the Offering or if you requireadditional information to verify the information contained in this Offering Memorandum. All summariesare qualified in their entirety by this reference. Copies of such documents and other information relatingto the issuance of the Notes and the Guarantees will be available at the specified offices of the listingagent in Luxembourg. See ‘‘Listing and General Information.’’

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By receiving this Offering Memorandum, you acknowledge that you have not relied on the InitialPurchasers in connection with your investigation of the accuracy of this information or your decisionwhether to invest in the Notes.

No person is authorized in connection with any offering made by this Offering Memorandum to give anyinformation or to make any representation not contained in this Offering Memorandum and, if given ormade, any other information or representation must not be relied upon as having been authorized by theIssuer, the Guarantors or the Initial Purchasers. The information contained in this Offering Memorandumis accurate as of the date hereof. Neither the delivery of this Offering Memorandum at any time nor anysubsequent commitment to purchase the Notes and the Guarantees shall, under any circumstances,create any implication that there has been no change in the information set forth in this OfferingMemorandum or in the business of the Issuer or the Guarantors since the date of this OfferingMemorandum.

The Notes and the Guarantees are subject to restrictions on transferability and resale and may not betransferred or resold, except as permitted under the U.S. Securities Act and applicable state securitieslaws, pursuant to registration or exemption therefrom. So long as the Notes are listed on the Official Listof the Luxembourg Stock Exchange and admitted to trading on the Euro MTF Market, the Notes willotherwise be freely transferable and negotiable. As a prospective investor, you should be aware that youmay be required to bear the financial risks of this investment for an indefinite period of time. See ‘‘Plan ofDistribution’’ and ‘‘Transfer Restrictions.’’

AGGHL is not licensed or registered in Guernsey by the Guernsey Financial Services Commission (theGFSC) or registered or authorized by the GFSC as a collective investment scheme, and the GFSC hasnot and will not approve the content or dissemination of this Offering Memorandum or any otherdocument relating to or in connection with the Notes and the Guarantees. Pursuant to the Protection ofInvestors (Bailiwick of Guernsey) Law, 1987, as amended (the POI Law), AGGHL shall not, in anydocuments issued by it, make any statements, promises or forecasts that it knows to be misleading,false or deceptive in a material particular, or dishonestly conceal any material facts, or recklessly make(dishonestly or otherwise) a statement, promise or forecast that is misleading, false or deceptive in amaterial particular.

Failure to comply with the foregoing requirements of the POI Law is a criminal offence and may renderthe directors of AGGHL liable to prosecution. Further, any contract agreed with an investor incontravention of the POI Law may be unenforceable and the investor may be entitled to a return of anymonies paid.

The Notes and the Guarantees may not be offered directly to the public in or from within the Bailiwick ofGuernsey other than by persons regulated under the POI Law or to persons regulated under any ofGuernsey’s financial services regulatory laws including, without limitation, a person licensed under thePOI Law and in each case provided that the offeror and the offering documents comply with therequirements of the POI Law and all applicable rules, regulations and guidance notes issued by theGFSC.

We intend to list the Notes on the Official List of the Luxembourg Stock Exchange for trading on the EuroMTF Market, and have submitted this Offering Memorandum to the competent authority in connectionwith the listing application. In the course of any review by the competent authority, we may be requestedto make changes to the financial and other information included in this Offering Memorandum.Comments by the competent authority may require significant modification or reformulation ofinformation contained in this Offering Memorandum or may require the inclusion of additionalinformation, including financial information in respect of the Guarantors. We may also be required toupdate the information in this Offering Memorandum to reflect changes in our business, financialcondition or results of operations and prospects. We cannot guarantee that our application foradmission of the Notes to trading on the Euro MTF Market and to list the Notes on the Official List of theLuxembourg Stock Exchange will be approved and settlement of the Notes is not conditioned onobtaining this listing.

We and the Initial Purchasers reserve the right to reject all or a part of any offer to purchase the Notes, forany reason. We and the Initial Purchasers also reserve the right to sell less than all the Notes offered bythis Offering Memorandum or to sell to any purchaser less than the amount of Notes it has offered topurchase.

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This Offering Memorandum contains references to credit ratings. A credit rating is not arecommendation to buy, sell or hold the Notes or any other securities, and does not comment on theadequacy of market price or the suitability of any security for a particular investor. A credit rating may besubject to revision, suspension or withdrawal at any time by the relevant credit rating agency. Neither therating agency nor the Issuer is obligated to provide the holders of the Notes with any notice of anyrevision, suspension or withdrawal of any rating. The credit ratings referred to in this OfferingMemorandum have been issued by Standard & Poor’s Credit Market Services Europe Limited (S&P),which is established in the European Union and is registered under Regulation (EC) No. 1060/2009 ofthe European Parliament and of the Council of 16 September 2009 on credit rating agencies.

This Offering Memorandum is confidential and has been prepared by us solely for use in connection withthe Offering. The distribution of this Offering Memorandum and the offer and sale of the Notes and theGuarantees are restricted by law in some jurisdictions. This Offering Memorandum does not constitutean offer to sell or an invitation to subscribe for or purchase any of the Notes and the Guarantees in anyjurisdiction in which such offer or invitation is not authorized or to any person to whom it is unlawful tomake such an offer or invitation. Each prospective offeree or purchaser of the Notes and the Guaranteesmust comply with all applicable laws and regulations in force in any jurisdiction in which it purchases,offers or sells the Notes and the Guarantees or possesses or distributes this Offering Memorandum, andmust obtain any consent, approval or permission required under any regulations in force in anyjurisdiction to which it is subject or in which it makes such purchases, offers or sales, and neither theIssuer nor the Initial Purchasers shall have any responsibility thereof. See ‘‘Notice to U.S. Investors,’’‘‘Notice to Certain European Investors,’’ ‘‘Plan of Distribution’’ and ‘‘Transfer Restrictions.’’

Investing in the Notes involves a high degree of risk. See ‘‘Risk Factors’’ beginning on page 36.

TAX CONSIDERATIONS

Prospective purchasers of the Notes are advised to consult their own tax advisors as to theconsequences of purchasing, holding and disposing of the Notes, including, without limitation, theapplication of U.S. federal tax laws to their particular situations, as well as any consequences to themunder the laws of any other taxing jurisdiction, and the consequences of purchasing the Notes at a priceother than the initial issue price. See ‘‘Certain Tax Considerations.’’

STABILIZATION

IN CONNECTION WITH THE ISSUE OF THE NOTES, J.P. MORGAN SECURITIES PLC (THESTABILIZING MANAGER) (OR PERSONS ACTING ON BEHALF OF THE STABILIZING MANAGER)MAY OVER-ALLOT NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THEMARKET PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISEPREVAIL. HOWEVER, THERE IS NO ASSURANCE THAT THE STABILIZING MANAGER (ORPERSONS ACTING ON BEHALF OF A STABILIZING MANAGER) WILL UNDERTAKESTABILIZATION ACTION. ANY STABILIZATION ACTION MAY BEGIN ON OR AFTER THE DATE ONWHICH ADEQUATE PUBLIC DISCLOSURE OF THE FINAL TERMS OF THE OFFER OF THE NOTESIS MADE AND, IF BEGUN, MAY BE ENDED AT ANY TIME, BUT IT MUST END NO LATER THAN THEEARLIER OF 30 DAYS AFTER THE ISSUE DATE OF THE NOTES AND 60 DAYS AFTER THE DATEOF THE ALLOTMENT OF THE NOTES.

NOTICE TO U.S. INVESTORS

Each purchaser of the Notes will be deemed to have made the representations, warranties andacknowledgements that are described in this Offering Memorandum under ‘‘Transfer Restrictions.’’

The Notes and the Guarantees have not been and will not be registered under the U.S. Securities Act orwith the U.S. Securities and Exchange Commission (the SEC) or any other securities regulatory authorityof any state or other jurisdiction in the United States and may not be offered or sold in the United States,except to QIBs within the meaning of Rule 144A, in reliance on the exemption from the registrationrequirements of the U.S. Securities Act provided by Rule 144A. Prospective investors are hereby notifiedthat sellers of the Notes may be relying on the exemption from the registration requirements of Section 5of the U.S. Securities Act provided by Rule 144A. The Notes may be offered and sold outside the UnitedStates in reliance on Regulation S. For a description of certain restrictions on transfers of the Notes, see‘‘Transfer Restrictions.’’

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The securities offered hereby have not been reviewed or recommended by any U.S. federal or statesecurities commission or regulatory authority. Furthermore, the foregoing authorities have not passedupon the merits of the Offering or confirmed the accuracy or determined the adequacy of this OfferingMemorandum. Any representation to the contrary is a criminal offense under the laws of the UnitedStates.

NOTICE TO CERTAIN EUROPEAN INVESTORS

European Economic Area

This Offering Memorandum has been prepared on the basis that all offers of Notes will be madepursuant to an exemption under the Prospectus Directive, as amended, as implemented in MemberStates of the European Economic Area (EEA), from the requirement to produce a prospectus for offers ofthe Notes. Accordingly, any person making or intending to make any offer within the EEA of the Notesthat are subject of the Offering contemplated in this Offering Memorandum must only do so incircumstances in which no obligation arises for the Issuer, any of the Guarantors or the Initial Purchasersto produce a prospectus for such offer. Neither the Issuer nor any Guarantor nor the Initial Purchasershave authorized, nor do they authorize, the making of any offer of the Notes through any financialintermediary, other than offers made by the Initial Purchasers, which constitute the final placement of theNotes contemplated in this Offering Memorandum. The expression Prospectus Directive meansDirective 2003/71/EC (and amendments thereto, including Directive 2010/73/EU, to the extentimplemented in the Relevant Member State) and includes any relevant implementing measure in theRelevant Member State.

In relation to each Member State of the EEA that has implemented the Prospectus Directive (each, aRelevant Member State), with effect from and including the date on which the Prospectus Directive isimplemented in that Relevant Member State (the Relevant Implementation Date), no offer has beenmade and no offer will be made of the Notes to the public in that Relevant Member State prior to thepublication of a prospectus in relation to the Notes that has been approved by the competent authority inthat Relevant Member State or, where appropriate, approved in another Relevant Member State andnotified to the competent authority in that Relevant Member State, all in accordance with the ProspectusDirective, except that, with effect from and including the Relevant Implementation Date, an offer of theNotes may be made to the public in that Relevant Member State at any time:

(i) to any legal entity which is a qualified investor as defined in the Prospectus Directive;

(ii) to fewer than 150 natural or legal persons (other than ‘‘qualified investors’’ as defined in theProspectus Directive), as permitted under the Prospectus Directive, subject to obtaining the priorconsent of the relevant dealer or dealers nominated by the Issuer for any such offer; or

(iii) in any other circumstances falling within Article 3(2) of the Prospectus Directive,

provided that no such offer of Notes shall result in a requirement for the publication by the Issuer, anyGuarantor or the Initial Purchasers of a prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of this provision, the expression an ‘‘offer of Notes to the public’’ in relation to anyNotes in any Relevant Member State means the communication in any form and by any means ofsufficient information on the terms of the offer and the Notes to be offered so as to enable an investor todecide to purchase or subscribe for the Notes, as such expression may be varied in the RelevantMember State by any measure implementing the Prospectus Directive in that Relevant Member State.

Each subscriber for or purchaser of the Notes in the Offering located within a Relevant Member State willbe deemed to have represented, acknowledged and agreed that it is a ‘‘qualified investor’’ within themeaning of Article 2(1)(e) of the Prospectus Directive. The Issuer, any Guarantor, the Initial Purchasersand their respective affiliates, and others will rely upon the truth and accuracy of the foregoingrepresentation, acknowledgement and agreement. Notwithstanding the above, a person who is not aqualified investor and who has notified the Initial Purchasers of such fact in writing may, with the consentof the Initial Purchasers, be permitted to subscribe for or purchase the Notes in the Offering.

United Kingdom

This Offering Memorandum is for distribution only to persons who (i) have professional experience inmatters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000(Financial Promotion) Order 2005, as amended (the Financial Promotion Order), (ii) are persons falling

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within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of theFinancial Promotion Order, (iii) are outside the United Kingdom (the UK) or (iv) are persons to whom aninvitation or inducement to engage in investment activity (within the meaning of Section 21 of theFinancial Services and Markets Act 2000) in connection with the issue or sale of any Notes mayotherwise lawfully be communicated or caused to be communicated (all such persons together beingreferred to as relevant persons). This Offering Memorandum is directed only at relevant persons andmust not be acted on or relied on by persons who are not relevant persons. Any investment orinvestment activity to which this Offering Memorandum relates is available only to relevant persons andwill be engaged in only with relevant persons.

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FORWARD-LOOKING STATEMENTS

This Offering Memorandum includes forward-looking statements. When used in this document, thewords ‘‘anticipate,’’ ‘‘believe,’’ ‘‘estimate,’’ ‘‘forecast,’’ ‘‘expect,’’ ‘‘intend,’’ ‘‘plan’’ and ‘‘project’’ andsimilar expressions, as they relate to us, our management or third parties, identify forward-lookingstatements. Forward-looking statements include statements regarding our business strategy, financialcondition, results of operations and market data, as well as any other statements that are not historicalfacts. These statements reflect beliefs of our management, as well as assumptions made by ourmanagement and information currently available to us. Although we believe that these beliefs andassumptions are reasonable, these statements are subject to numerous factors, risks and uncertaintiesthat could cause actual outcomes and results to be materially different from those projected. Thesefactors, risks and uncertainties expressly qualify all subsequent oral and written forward-lookingstatements attributable to us or persons acting on our behalf and include, among others, the following:

• failure to comply with applicable legislation, regulation or codes of conduct of the debt purchaseand the broader consumer credit industry, or changes to the regulatory environment in the UK,Portugal, France, Belgium, Italy, the Netherlands or any other jurisdiction where we may operate inthe future, including by reason of the planned withdrawal of the UK from the EU;

• inability to obtain, share and retain customer data under privacy, data protection and related laws;

• changes in the economic environment in the markets in which we operate, including, among otherfactors, as a result of the planned withdrawal of the UK from the EU;

• deterioration in the value of the debt portfolios we have purchased or the inability to collect sufficientamounts on our current and future debt portfolios and future purchases;

• failure of statistical models and analytical tools to accurately project remaining cash flow from ourdebt portfolios;

• an insufficient supply of debt portfolios available to purchase, or our inability to obtain sufficientfunding to purchase further available debt portfolios;

• inability to compete on the basis of price or the loss of competitive advantages;

• failure, inaccuracy or loss of access to our data analytics systems, IT systems or proprietarycustomer profiles, or our competitors’ development of comparable tools;

• loss of key relationships with vendors of debt portfolios, third party debt collection agencies (DCAs)and other business partners;

• failure by our third-party suppliers and partners to adequately perform or comply with applicablelaws and regulations;

• inability to manage our growth and maintain effective operations in line with growth;

• security breaches, interruptions in technology, increased technology costs or an inability tosuccessfully anticipate, manage or adopt technological advances within our industry;

• changes in our customers’ financial circumstances, including being subject to personal insolvencyprocedures, and other factors affecting the ability of our customers to pay their debts;

• seasonal purchase and business patterns;

• negative attention and news regarding the debt collection industry and individual debt collectors;

• failure to retain senior management and other key employees;

• effects on our results from our inability to obtain account documents for some of the accounts thatwe purchase;

• purchase of portfolios containing accounts that are not eligible to be collected or are subject tolimitations and requirements imposed by parties selling the portfolios to us;

• revaluation of our purchased loan portfolios;

• inability to meet financial and other reporting requirements or implement effective internal controland portfolio pricing standards;

• failure by us, and/or our DCAs, to service underlying accounts in our debt portfolios;

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• examinations and challenges by tax authorities and ongoing risks of litigation;

• inability to complete, integrate effectively and realize the benefits of current or potential futureacquisitions and business combinations, including achieving any anticipated synergies;

• failure by us, and/or third parties, to protect proprietary processes and systems;

• purchase of portfolios pursuant to pre-determined fixed arrangements at higher prices than desired;

• fluctuations in foreign exchange rates; and

• exposure to unexpected risk and potential losses through derivative transactions.

See ‘‘Risk Factors’’ for further details.

The foregoing factors and other factors described under ‘‘Risk Factors’’ should not be construed asexhaustive. We do not assume any obligation to update any forward-looking statements and disclaimany obligation to update our view of any risks or uncertainties described herein or to publicly announcethe result of any revisions to the forward-looking statements made in this Offering Memorandum, exceptas required by law.

In addition, this Offering Memorandum contains information concerning our industry generally, which isforward-looking in nature and based on a variety of assumptions regarding the ways in which ourindustry will develop. We have based these assumptions on information currently available to us,including through the market research and industry reports referred to in this Offering Memorandum.Although we believe that this information is reliable, we have not independently verified and cannotguarantee its accuracy or completeness. If any one or more of these assumptions turn out to beincorrect, actual market results may differ from those predicted. While we do not know what impact anysuch differences may have on our business, if there are such differences, they could have a materialadverse effect on our future results of operations and financial condition, and on the trading price of theNotes.

Unless required by law, we assume no obligation to update the forward-looking statements contained inthis Offering Memorandum to reflect actual results, changes in assumptions or changes in factorsaffecting these statements.

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USE OF TERMS

Our Business

In this Offering Memorandum, except where the context otherwise requires or it is otherwise indicated,with respect to our business:

• AGGHL Group means AGGHL and its consolidated subsidiaries. AGGHL was our ultimate parentholding company prior to the restructuring in connection with the IPO on October 7, 2013, whenAGG became our ultimate holding company;

• Audit and Risk Committee means the audit and risk committee of the Board, which existed untilJanuary 25, 2017, when it was separated into the Audit Committee and the Risk Committee;

• Audit Committee means the audit committee of the Board;

• Board means the board of directors of AGG;

• CAGR means compound annual growth rate;

• Capquest acquisition means the acquisition of the entire issued share capital of Quest TopcoLimited and its direct and indirect subsidiaries for £159.5 million in cash by AGIHL on November 28,2014;

• Capquest Group means Quest Topco Limited and its subsidiaries, as acquired by AGIHL pursuantto the Capquest acquisition;

• CC Companies means Arrow Global Limited, Arrow Global Massey Limited, Arrow Global LeghLimited and Capquest Debt Recovery Limited, which are authorized by the FCA to conductconsumer credit-related regulated activities in the UK;

• CCA means the UK Consumer Credit Act 1974 and related secondary legislation;

• CEO means Chief Executive Officer;

• CFO means Chief Financial Officer;

• CIO means Chief Investment Officer;

• CNPD means the Comissão Nacional de Protecção de Dados (the National Data ProtectionCommission in Portugal);

• Conduct and Compliance Committee means the conduct and compliance committee of AGG;

• CONC means the FCA’s Consumer Credit sourcebook;

• Consolidated Group means AGG, our ultimate holding company since October 2013, and itsconsolidated subsidiaries;

• Contingent Collections means collections of overdue receivables on behalf of third parties;

• COO means Chief Operating Officer;

• CRO means Chief Risk Officer;

• CSA means the UK Credit Services Association;

• DBSG means the UK Debt Buyers and Sellers Group;

• DCAs means debt collection agencies;

• Debt Originators means financial institutions or other initial credit providers to consumers, certainof which entities choose to sell Paying Accounts or non-Paying Accounts receivables related theretoto debt purchasers;

• Debt Sellers means Debt Originators and Secondary Sellers;

• Disclosure Committee means the disclosure committee of the Board;

• European Economic Area or EEA means the European Union, Iceland, Norway and Liechtenstein;

• European Union or EU means the union formed by The Treaty on European Union, which enteredinto force on November 1, 1993;

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• Eurozone means the Member States that have adopted the euro as their common currency andsole legal tender;

• Experian means Experian PLC;

• FCA means the Financial Conduct Authority, a regulatory body that regulates financial services‘‘providers’’ and ‘‘activities’’ in the UK;

• FCA Handbook means the FCA’s Handbook of rules and guidance;

• Forward Flow Agreement means an agreement to sell several portfolios over a period of time at apre-determined price and quality of debt;

• FOS means the UK Financial Ombudsman Service;

• FSMA means the Financial Services and Markets Act 2000;

• Gesphone means Gesphone—Serviços de Tratamento e Aquisição de D́ıvidas S.A., a Portugueseservicer of non-performing loans, which we acquired on April 1, 2015;

• GFSC means the Guernsey Financial Services Commission;

• Guernsey Data Protection Law means the Data Protection (Bailiwick of Guernsey) Law, 2001, asamended;

• ICO means the UK Information Commissioner’s Office;

• ISO 27001 means the International Organization for Standardization’s certificate for informationtechnology, security techniques, and information security management systems;

• IT means information technology;

• InVesting acquisition means the acquisition of the InVesting Group by AGIHL on May 4, 2016 fore100.0 million;

• InVesting Group means Arrow Global Investments Holdings Benelux B.V. (formerly known asInVesting B.V.) and its direct and indirect subsidiaries;

• London Stock Exchange means London Stock Exchange PLC;

• MCS means Promotoria MCS Holding SAS, a French market leader in retail banking assets, inwhich we acquired a 15% interest in December 2014;

• Member State means a member state of the European Union;

• Nomination Committee means the nomination committee of the Board;

• OFT means the UK Office of Fair Trading;

• Paying Account means an account that has shown at least one payment over the last three monthsor at least two payments over the last six months;

• PCB means the Proprietary Collections Bureau;

• POI Law means the Protection of Investors (Bailiwick of Guernsey) Law, 1987, as amended;

• Portfolio ERC Model means the model used by us to model future estimated remaining collectionson debt portfolios acquired by us;

• Portfolio Review Committee means the portfolio review committee of AGG;

• Portuguese acquisitions means the acquisition of Whitestar on April 22, 2015 and of Gesphone onApril 1, 2015, and related loan portfolios, as further described in this Offering Memorandum;

• Redrock acquisition means the acquisition of Redrock Capital Partners S.A., on February 29, 2016,for £2.9 million;

• Remuneration Committee means the remuneration committee of the Board;

• Risk Committee means the risk committee of the Board;

• Secondary Seller means a seller of defaulted debt portfolios where the seller did not provide theinitial credit to the consumer;

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• TCF means treating customers fairly according to Principle 6 of the FCA’s Principles for Businesses;

• UK means the United Kingdom of Great Britain and Northern Ireland;

• UK Corporate Governance Code means the UK Corporate Governance Code dated September2012 issued by the Financial Reporting Council, and as reissued in September 2014;

• UK Referendum means the UK referendum on EU membership held on June 23, 2016;

• United States or U.S. means the United States of America, its territories and possessions, anystate of the United States of America and the District of Columbia;

• UTCCR means the Unfair Terms in Consumer Contracts Regulations 1999;

• Whitestar means Whitestar Asset Solutions, S.A., a leading Portuguese servicer of secured andunsecured loans, which we acquired on April 22, 2015 through our acquisition of shares in its parentcompany, Silver Parallel S.A. While we acquired only 33.0% of the shares of Silver Parallel S.A.(which in turn owns 100% of the shares of Whitestar), we obtained full voting control and a 100%economic interest in Silver Parallel S.A. on payment of the initial consideration of e19.9 million onApril 22, 2015. On December 22, 2015, Silver Parallel S.A. was merged into Whitestar AssetSolutions S.A. On April 1, 2016, we acquired further shares of Whitestar for e19.3 million, to bringour ownership to 75% of the shares of Whitestar;

• Zenith acquisition means the proposed acquisition of the Zenith Group, announced by us onDecember 6, 2016; and

• Zenith Group means Zenith Service S.p.A. and its direct and indirect subsidiaries.

The Offering; The Notes; Our Debt

In this Offering Memorandum, except where the context otherwise requires or it is otherwise indicated,with respect to the Offering, the Notes and our other debt:

• 2020 Indenture means the indenture dated January 29, 2013 among, inter alios, the Issuer, theCompany and The Bank of New York Mellon, London Branch, as trustee, as supplemented by a firstsupplemental indenture dated March 28, 2013, a second supplemental indenture datedDecember 10, 2014, a third supplemental indenture dated March 19, 2015 and a fourthsupplemental indenture dated June 3, 2016 (as it may be further amended, supplemented and/orrestated from time to time);

• 2020 Notes means the Issuer’s £220,000,000 7.875% Senior Secured Notes due 2020 issuedpursuant to the 2020 Indenture;

• 2021 Indenture means the indenture dated November 4, 2014 among, inter alios, the Issuer, theCompany and The Bank of New York Mellon, London Branch, as trustee, as supplemented by a firstsupplemental indenture dated December 10, 2014, a second supplemental indenture datedSeptember 28, 2015 and a third supplemental indenture dated June 3, 2016 (as it may be furtheramended, supplemented and/or restated from time to time);

• 2021 Notes means the Issuer’s e335,000,000 Senior Secured Floating Rate Notes due 2021 issuedpursuant to the 2021 Indenture on November 4, 2014 and on September 28, 2015;

• 2023 Indenture means the indenture dated April 21, 2016 among, inter alios, the Issuer, theCompany and The Bank of New York Mellon, London Branch, as trustee, as supplemented by a firstsupplemental indenture dated June 3, 2016 (as it may be further amended, supplemented and/orrestated from time to time);

• 2023 Notes means the Issuer’s e230,000,000 Senior Secured Floating Rate Notes due 2023 issuedpursuant to the 2023 Indenture;

• 2024 Notes means the Issuer’s £220,000,000 5.125% Senior Secured Notes due 2024 issuedpursuant to the 2024 Indenture;

• 2024 Indenture means the indenture dated September 9, 2016 among, inter alios, the Issuer, theCompany and The Bank of New York Mellon, London Branch, as trustee (as it may be furtheramended, supplemented and/or restated from time to time);

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• Arrow Global Revolving Credit Facility means, as to the period prior to July 29, 2016, the revolvingcredit facility made available under the credit agreement entered into on January 29, 2013, asamended on April 11, 2013, September 6, 2013, December 31, 2014, March 30, 2015, June 22,2015, December 23, 2015 and February 9, 2016, among the Issuer, the Guarantors, the SecurityAgent and the other parties named therein, and, from July 29, 2016, means the revolving creditfacility made available under the credit agreement entered into on July 29, 2016 and amended onFebruary 24, 2017, and as it may be further amended from time to time, among the Issuer, theGuarantors, the Security Agent and the other parties named therein, with the size of the facility being£215.0 million;

• Collateral means assets that are subject to the security interests securing the obligations of theIssuer and the Guarantors under the Notes, the Guarantees, the Existing Notes, the guaranteesunder the Existing Notes and the Arrow Global Revolving Credit Facility;

• ERISA means the United States Employee Retirement Income Security Act of 1974, as amendedfrom time to time, and the applicable regulations thereunder;

• EURIBOR means the Euro Inter-bank Offered Rate;

• Existing Indentures means the 2023 Indenture and the 2024 Indenture;

• Existing Notes means the 2023 Notes and the 2024 Notes;

• Guarantees means the full and unconditional guarantees of the Notes by the Guarantors;

• Guarantors means the Parent Guarantors and the Subsidiary Guarantors;

• IFRS means International Financial Reporting Standards, as adopted by the European Commissionfor use in the European Union;

• Indenture means the indenture to be dated as of the Issue Date and governing the Notes, by andamong the Issuer, the Guarantors, the Trustee and the Security Agent;

• Indentures means, collectively, the Existing Indentures and the Indenture;

• Intercreditor Agreement means the intercreditor agreement originally dated January 29, 2013, asamended and restated on November 25, 2014 and August 11, 2016, among the Issuer, theGuarantors, the borrowers under the Arrow Global Revolving Credit Facility, the trustee under theExisting Notes, the Security Agent, the facility agent and the other parties named therein, to whichthe Trustee will accede on the Issue Date in respect of the Notes, as amended, restated or otherwisemodified or varied from time to time;

• InVesting Facility means the InVesting Group’s overdraft credit facility, which also included aguarantee facility, which was kept in place in connection with the InVesting acquisition. OnFebruary 24, 2017, the InVesting Facility was terminated, the amount of e9.7 million (£8.2 million, asconverted to pounds sterling at a rate of e1.1731 to £1.00, the Bloomberg Composite Rate onDecember 30, 2016) then outstanding thereunder was repaid with borrowings under the ArrowGlobal Revolving Credit Facility, and the e0.3 million of borrowings outstanding under the guaranteefacility of the InVesting Facility were re-characterized as an ancillary facility under the Arrow GlobalRevolving Credit Facility;

• IPO means the initial public offering of AGG, which was completed in October 2013;

• IRS means the U.S. Internal Revenue Service;

• ISIN means International Securities Identification Number;

• Issue Date means the date of issuance of the Notes;

• LIBOR means the London Inter-bank Offered Rate;

• LTV Ratio has the meaning given in ‘‘Description of Other Indebtedness—Arrow Global RevolvingCredit Facility’’;

• Non-Guarantor Subsidiaries means all the consolidated subsidiaries of AGGHL, other than theGuarantors and the Issuer;

• Notes means the Issuer’s e400,000,000 Senior Secured Floating Rate Notes due 2025, to be issuedpursuant to the Indenture and offered hereby;

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• Offering means the offering of the Notes;

• Prospectus Directive means Directive 2003/71/EC (and amendments thereto, includingDirective 2010/73/EU, to the extent implemented in the Relevant Member State), and includes anyrelevant implementing measure in the Relevant Member State;

• Qualified Institutional Buyer or QIB means a Qualified Institutional Buyer as defined in Rule 144A;

• Regulation S means Regulation S under the U.S. Securities Act;

• Relevant Member State means each Member State of the EEA that has implemented theProspectus Directive;

• Rule 144A means Rule 144A under the U.S. Securities Act;

• Security Agent means The Royal Bank of Scotland plc;

• SSLTV Ratio has the meaning given in ‘‘Description of Other Indebtedness—Arrow GlobalRevolving Credit Facility’’;

• Stabilizing Manager means J.P. Morgan Securities plc;

• Subsidiary Guarantors means Arrow Global (Holdings) Limited, Arrow Global Guernsey Limited,Arrow Global Receivables Management Limited, Arrow Global Accounts Management Limited,Arrow Global Limited, Capquest Investments Limited, Capquest Debt Recovery Limited, ArrowGlobal Europe Limited, Quest Topco Limited, Quest Bidco Limited, Quest Newco Limited, CapquestGroup Limited, Arrow Global Investments Holdings Benelux B.V., Fiditon Holding B.V.,Incassobureau Fiditon B.V., Vesting Finance Holding B.V. and Vesting Finance Incasso B.V.;

• Total Commitments means the committed financing described in ‘‘Description of OtherIndebtedness—Arrow Global Revolving Credit Facility’’;

• Trustee means The Bank of New York Mellon, London Branch, as trustee under the Indenture andthe Existing Indentures; and

• U.S. Securities Act means the United States Securities Act of 1933, as amended.

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PRESENTATION OF FINANCIAL AND OTHER INFORMATION

As more fully described below, we present in this Offering Memorandum:

• historical financial information for the Consolidated Group, which comprises the results of AGG andits consolidated subsidiaries, including the AGGHL Group, the Capquest Group (following the dateof its acquisition, November 28, 2014) and the InVesting Group (following the date of its acquisition,May 4, 2016), as of and for the years ended December 31, 2014, December 31, 2015 andDecember 31, 2016, prepared in accordance with IFRS;

• certain pro forma financial information to illustrate the impact of the Offering and the use of proceedsthereof to redeem the 2021 Notes in full and to repay a portion of the amounts drawn under theArrow Global Revolving Credit Facility, as well as the refinancing of the InVesting Facility withadditional amounts borrowed under the Arrow Global Revolving Credit Facility, on our consolidatedfinancial statements had these events occurred on January 1, 2016 (with respect to consolidatedstatement of comprehensive income data) or on December 31, 2016 (with respect to consolidatedbalance sheet data); and

• financial measures not determined in accordance with IFRS.

Financial Information for the Consolidated Group and the AGGHL Group

Group structure. AGG acquired, by way of share-for-share exchange, the entire issued share capitalof Arrow Global One Limited, which in turn had acquired by way of share-for-share exchange the entireissued share capital of AGGHL (the previous ultimate holding company of the AGGHL Group) onOctober 7, 2013 as part of a restructuring of the AGGHL Group in connection with the IPO. The terms ofthe restructuring required the principles of merger accounting for group reconstructions to be applied.The adoption of merger accounting presented AGG as if it had always been the ultimate parent of theAGGHL Group.

AGG has been the ultimate parent holding company of the AGGHL Group since October 2013. We haveused the consolidated financial information of AGG in this Offering Memorandum because, as a listedcompany, AGG in the ordinary course publishes consolidated financial and other information andbecause the reporting covenant in the Existing Indentures provides us, and the reporting covenant in theIndenture will provide us, the flexibility to provide annual and quarterly consolidated financial statementsof AGG in lieu of annual and quarterly consolidated financial statements of AGGHL, together with adescription of the material differences between the two sets of financial statements.

Consolidated Group versus the AGGHL Group. Although we have the flexibility to conduct any ofour operations at AGG or at one or more subsidiaries of AGG that would not be subsidiaries of AGGHL(and, accordingly, would not be Guarantors or Restricted Subsidiaries under the Indenture and wouldnot contribute to the revenue of the AGGHL Group), to date no such operations are being conducted.The differences between the AGGHL Group and the Consolidated Group from a financial reportingstandpoint are attributable to the following, none of which we consider to be material:

• the statement of comprehensive income of the Consolidated Group reflects certain holdingcompany operating expenses at the AGG level that are not reflected at the AGGHL Group level;

• the balance sheet of the AGGHL Group reflects the intercompany interest accruing on share-basedtransaction payments from Arrow Global Limited (AGL) (which is an indirect subsidiary of AGGHL)to AGG, which has the effect of reducing total equity attributable to shareholders at AGGHL andincreasing current liabilities of AGGHL, which are eliminated on consolidation at the ConsolidatedGroup level; and

• the statement of cash flow of the AGGHL Group reflects the intercompany loans from AGGHL toAGG to fund dividend payments to AGG, largely for the payment by AGG of dividends to itsshareholders, which intercompany loans are eliminated on consolidation at the ConsolidatedGroup level.

Financial information presented. Unless otherwise indicated, the financial information as of and forthe years ended December 31, 2014, December 31, 2015 and December 31, 2016 presented in thisOffering Memorandum is the historical consolidated financial information of AGG (which is neither aGuarantor nor a Restricted Subsidiary under the 2021 Indenture or the Existing Indentures, and will notbe a Guarantor or a Restricted Subsidiary under the Indenture).

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The consolidated financial statements of AGG as of and for the years ended December 31, 2014,December 31, 2015 and December 31, 2016 have been audited by KPMG LLP. See ‘‘IndependentAuditors’’ for further details.

For the year ended December 31, 2015, we have reconsidered the presentation of income frompurchased loan portfolios and have combined the previously separate ‘‘Income from purchased loanportfolios’’ and ‘‘Portfolio write-ups’’ line items into a single line on the face of our statement ofcomprehensive income, as we believe this better represents the substance of the revenue streams. Thepresentation for the year ended December 31, 2014 was revised accordingly within the comparativeinformation in the financial statements for the year ended December 31, 2015 and this new presentationis generally followed throughout this Offering Memorandum. However, since we did not revise thepublished results for the year ended December 31, 2014, our results for that year included in the financialinformation section of this Offering Memorandum are presented on a historical basis.

We use certain defined terms in this Offering Memorandum to refer to certain items in our consolidatedfinancial statements. See ‘‘Use of Terms’’ for the relevant definitions. The following table sets forth thedefined terms used and the corresponding items in our consolidated financial statements:

As used in this Offering Memorandum As presented in our consolidated financial statementsArrow Global Revolving Credit Facility Revolving credit facilityBalance Sheet Statement of Financial PositionCore Collections Collections in the periodInterest on 2020 Notes, 2021 Notes, 2023 Senior secured notes interestNotes and 2024 NotesInVesting Facility Bank overdraftsNon-Recourse Facility Other borrowingsPortuguese Facility Bank overdrafts2020 Notes, 2021 Notes, 2023 Notes and Senior secured notes2024 Notes

When presented in tabular format in this Offering Memorandum, both the defined term and thecorresponding term used in our consolidated financial statements are included.

As noted above, we prepare our financial statements in accordance with IFRS, which differs in varioussignificant respects from accounting principles generally accepted in the United States (U.S. GAAP).Moreover, the financial information included in this Offering Memorandum would not comply with certainrequirements of the SEC applicable to financial information included in reports filed with the SEC bydomestic registrants. Compliance with such requirements would require, among other things, theexclusion of certain non-IFRS financial measures and would likely require a different presentation orcharacterization of certain figures, for example, items that are characterized in our consolidated financialstatements as non-recurring (which we define as those that are separately identified by virtue of their sizeand incidence to allow a full understanding of our underlying performance). For purposes of this OfferingMemorandum, we have characterized non-recurring items as exceptional items, as the SEC permitsadjustments of a performance measure in respect of non-recurring or unusual items only when thenature of the charge or gain is such that it is not reasonably likely to recur within two years or there wasno similar charge or gain within the prior two years. In making an investment decision, you should relyupon your own examination of the terms of the Offering and the financial information contained in thisOffering Memorandum. You should consult your own professional advisors for an understanding of thedifferences between IFRS on one hand and U.S. GAAP on the other hand, and how those differencescould affect the financial information contained in this Offering Memorandum.

The preparation of financial statements in conformity with IFRS requires us to use certain criticalaccounting estimates. It also requires management to exercise its judgment in the process of applyingour accounting policies. The areas involving a higher degree of judgment or complexity, or areas whereassumptions and estimates are significant to the financial statements, are described in ‘‘Management’sDiscussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policiesand Use of Estimates.’’

We do not present separate financial statements of AGIHL or the Subsidiary Guarantors in this OfferingMemorandum because all such entities are wholly owned, directly or indirectly, by AGG and AGGHL andthe financial position, results of operations and cash flows of such entities are therefore consolidatedwithin the respective financial statements included in this Offering Memorandum.

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The financial information and financial statements of the Consolidated Group, the AGGHL Group and theIssuer included in this Offering Memorandum are presented in pounds sterling.

Issuer Financial Statements

In connection with the listing of the Notes, we also present in this Offering Memorandum auditedconsolidated financial statements of the Issuer as of and for the year ended December 31, 2016,prepared in accordance with IFRS.

Other Financial Information

Financial measures not prepared in accordance with IFRS

We use certain financial measures and related ratios to measure our performance, including measuresthat are not determined in accordance with IFRS. We believe that when assessing our financialperformance, it is important to consider both IFRS measures included in our consolidated financialstatements and complementary measures not prepared in accordance with IFRS and not included in ourconsolidated financial statements. We believe that these complementary measures that are notdetermined in accordance with IFRS and not included in our consolidated financial statements provideinvestors additional useful information relating to the performance of our purchased loan portfolios.These measures are used in the calculation of our IFRS financial measures, such as revenue and thebalance sheet carrying value on purchased loan portfolios, which are included in our consolidatedfinancial statements.

Measures and ratios that are presented in, or derived from measures that are presented in ourconsolidated financial statements, which are prepared in accordance with IFRS, consist of the following:

• Core Collections, which are presented in our consolidated financial statements and meancollections on our Existing Portfolios;

• Collection Activity Costs, which are presented in our statement of comprehensive income andrepresent the direct costs of in-house and external collections related to our purchased loanportfolios such as commissions paid to third-party outsourced providers, credit bureau data costs,legal costs associated with collections, as well as the costs of collecting our asset managementrevenue;

• Collection Cost Ratio, which is the ratio of Collection Activity Costs to Core Collections and incomefrom asset management;

• Existing Portfolios, which mean all debt portfolios that we own at the relevant point in time, whichare shown as ‘‘purchased loan portfolios’’ on our balance sheet; and

• Net Core Collections, which are Core Collections less Collection Activity Costs. We present NetCore Collections in order to calculate our Net IRR (discussed below).

Non-IFRS measures for which we provide reconciliations to the most directly comparable IFRSmeasures (and which are also subject to the qualifications described below) include the following:

• Adjusted EBITDA, which we define as (loss)/profit for the period adjusted to exclude the effects offinance income and costs (other than exceptional items), taxation charge on ordinary activities,exceptional items included under finance income and costs, profit on disposal of purchased loanportfolios, depreciation and amortization, foreign exchange gains/(losses)(net), amortization ofacquisition and bank facility fees (included in operating expenses), share-based payments (notincluded in exceptional items), exceptional items included under other operating expenses andadjusted for the effect of portfolio amortization.

We present Adjusted EBITDA because we believe that it may enhance an investor’s understandingof our performance, our ability to service our debt and other obligations, to maintain our operationsand to fund our continued growth, and because it is frequently used by securities analysts, investorsand other interested parties in the evaluation of companies. We provide the supplementalreconciliations of Adjusted EBITDA to net cash flow and to Core Collections because they mayenhance an investor’s understanding of our cash flow generation that could be used to service orpay down debt, pay income taxes, purchase new loan portfolios and for other uses, as asupplemental measure of profitability. In addition to Gross ERC, our management monitorsAdjusted EBITDA as a measure of operating cash flow because it is not impacted by such

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short-term non-cash movements. We believe that Adjusted EBITDA represents the operating cashflow generation potential of the business available for the servicing of debt and taxation, beforeinvestment decisions in portfolio purchases, which are discretionary;

• Free cash flow pre-financing, taxes and portfolio purchases, which means Adjusted EBITDAafter the effect of net cash used in investing activities and working capital movements. See‘‘Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Free cash flow pre-financing, taxes and portfolio purchases’’ for areconciliation of free cash flow pre-financing, taxes and portfolio purchases to Core Collections; and

• Net debt, which represents the sum of the outstanding principal amount of the 2021 Notes, the 2023Notes, the 2024 Notes (but, going forward, not the 2021 Notes), amounts outstanding under theArrow Global Revolving Credit Facility, the Portuguese Facility and the InVesting Facility, amountsoutstanding under the Non-Recourse Facility and accrued but unpaid interest on amountsoutstanding under the Arrow Global Revolving Credit Facility, the Portuguese Facility and theInVesting Facility, less cash and cash equivalents. With the exception of the discussion in‘‘Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Overview,’’ net debt does not reflect deferred consideration inrelation to acquisition of loan portfolios and deferred consideration in connection with thePortuguese acquisitions or accrued interest under the 2021 Notes, the 2023 Notes and the 2024Notes. Net debt also does not reflect debt issuance costs. Going forward, net debt will include theprincipal amount of the Notes from the date of their issuance.

Complementary measures and ratios that are not presented in or derived from measures that arepresented in our consolidated financial statements, and are not prepared in accordance with IFRS (andare subject to the qualifications described below), include the following:

• 84-Month Gross ERC and 120-Month Gross ERC (together Gross ERC), which mean ourestimated remaining collections on purchased loan portfolios over an 84-month or 120-monthperiod, respectively, representing the expected future Core Collections on purchased loanportfolios over an 84-month or 120-month period (calculated at the end of each month, based onour proprietary ERC forecasting model, as amended from time to time). 84-Month Gross ERC and120-Month Gross ERC are calculated as of a point in time assuming no additional purchases aremade thereafter.

• 84-Month Gross ERC and 120-Month Gross ERC are metrics that are also often used by othercompanies in our industry. We present these metrics because they represent an estimate of thecash value of our purchased loan portfolios at any point in time, which is an importantsupplemental measure for our Board and management to assess our performance, andunderscores the cash generation capacity of the assets backing our business. We use120-Month Gross ERC in addition to 84-Month Gross ERC to reflect the longer term nature ofour collections because of our high share of financial services assets, combined with our largeproportion of Paying Accounts.

• The Arrow Global Revolving Credit Facility and the Existing Indentures currently use, and theIndenture will use, 84-Month Gross ERC to measure our compliance with certain covenantsand, in certain circumstances, our ability to incur certain indebtedness under credit facilitiesand the respective Indentures. Under the Arrow Global Revolving Credit Facility and theIndentures, Gross ERC is, or will be, calculated based on projected collections from PortfolioAssets, which in turn includes a range of receivables included within the definition of UnderlyingPortfolio Assets. These Underlying Portfolio Assets may be held directly by us, or could be heldby third parties. Specifically, we include within Portfolio Assets (a) Underlying Portfolio Assetsheld by third parties as to which we have rights to collect and retain amounts generated by suchUnderlying Portfolio Assets (defined in the Indentures as Rights to Collect) and (b) UnderlyingPortfolio Assets held by third parties as to which we have contractual rights or other rights toamounts generated by such Underlying Portfolio Assets (defined in the Indentures as Rights toParticipate). Rights to Participate cover a range of rights to share in pools or other aggregationsof receivables (based on negotiated percentages) that we do not own directly or through equityinterests. See ‘‘Description of the Notes.’’

• 84-Month Gross ERC and 120-Month Gross ERC are projections of our estimated remainingcollections over an 84 month-period or a 120-month period, respectively, calculated by our

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proprietary Gross ERC forecasting model, which uses our historical portfolio collectionperformance data, and we cannot guarantee that we will achieve such collections. Further, weconstantly refine our methods for calculating 84-Month Gross ERC and 120-Month Gross ERC.

• The balance sheet value of our purchased loan portfolios is derived from the same proprietaryGross ERC forecasting model used to derive 84-Month Gross ERC and 120-Month Gross ERC.The actual collection periods used for balance sheet valuation are not fixed at 84 or 120 monthsand vary based on our view of portfolio characteristics. Accordingly, there are differencesbetween the cash flow projections used to calculate 84-Month Gross ERC and 120-MonthGross ERC and those used in the calculation of balance sheet values of purchased loanportfolios.

• 84-Month Gross ERC and 120-Month Gross ERC, as computed by us, may not be comparableto similar metrics used by other companies in our industry.

• Our computation of 84-Month Gross ERC and 120-Month Gross ERC could in the future differfrom the collection forecasts used to compute and record our purchased loan portfolios on ourbalance sheet.

• Cash conversion ratio, which represents free cash flow pre-financing, taxes and portfoliopurchases as a proportion of Adjusted EBITDA;

• Collections to Date, which means Core Collections to date, plus putbacks (portions of portfoliosreassigned to the Debt Seller) plus disposal proceeds on portfolio account sales;

• Effective Interest Rate or EIR, which means under IFRS the rate that exactly discounts estimatedfuture cash payments or receipts through the expected life of the financial instrument or, whenappropriate, a shorter period to the net carrying amount of the financial asset or financial liability. Forus, this means that the EIR (which is the loan portfolio’s gross internal rate of return) is set based onforecast 84-Month Gross ERC at the date of purchase and the loan portfolio purchase price. EIR isreassessed and may be adjusted up to 12 months after the purchase of each loan portfolio;

• Face value of debt, which means the nominal or par value of such debt (the cost of acquiring suchdebt to us is the purchase price);

• Gross Cash-on-Cash Multiple, which means Collections to Date plus the 84-Month Gross ERC or120-Month Gross ERC, as applicable, all divided by the purchase price for each portfolio;

• Gross IRR, which means a loan portfolio’s gross internal rate of return calculated using expectedCore Collections for 84 months from the date of purchase of the loan portfolio;

• Net Cash-on-Cash Multiple, which means Collections to Date plus the 84-Month Gross ERC or120-Month Gross ERC, as applicable, net of Collection Activity Costs, all divided by the purchaseprice for each portfolio; and

• Net IRR, which means a loan portfolio’s internal rate of return calculated using expected Net CoreCollections for the next 84 months or 120 months, as applicable, subsequent to the date ofpurchase of the loan portfolio adjusted regularly in line with Gross ERC.

You should not consider the foregoing items as alternatives to comparable IFRS measures. Moreover,these measures and related ratios:

• have limitations as analytical tools and should not be considered in isolation;

• are not measures of our financial performance or liquidity under IFRS;

• should not be considered as alternatives to net cash flow from operating activities or any othermeasure of our liquidity derived in accordance with IFRS;

• should not be considered as alternatives to (loss)/profit for the period or any other performancemeasures derived in accordance with IFRS;

• may not be indicative of our results of operations; and

• do not necessarily indicate whether cash flow will be sufficient or available for cash requirements.

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In addition, these measures, as we define them, may not be comparable to other similarly titledmeasures used by other companies in our industry or otherwise. You should exercise caution incomparing these measures as reported by us to such measures of other companies.

In addition, certain measures in this Offering Memorandum are presented on a constant exchange ratebasis to enhance their comparability period-to-period. To calculate such measures on a constantexchange rate basis, we have adjusted the prior period item such that the foreign currency conversionapplied to that item is made using the same exchange rate as was applied to that item in the currentperiod.

Pro Forma Financial Information

We present in this Offering Memorandum certain information and certain ratios that give pro forma effectto the Offering and the use of the proceeds thereof to redeem all of the Issuer’s outstanding 2021 Notesand to repay a portion of the amounts drawn under the Arrow Global Revolving Credit Facility, asdescribed in ‘‘Use of Proceeds’’, as well as the refinancing of the InVesting Facility with additionalamounts borrowed under the Arrow Global Revolving Credit Facility. The pro forma adjustments assumethat all of these events occurred on January 1, 2016 (with respect to consolidated statement ofcomprehensive income data) or December 31, 2016 (with respect to consolidated balance sheet data).The pro forma financial information also excludes amounts outstanding under the Non-Recourse Facilityas it is non-recourse to us. The pro forma financial information is for informational purposes only anddoes not necessarily present what our results would actually have been had the Offering (and the use ofproceeds thereof) actually occurred on January 1, 2016 (with respect to consolidated statement ofcomprehensive income data) or December 31, 2016 (with respect to consolidated balance sheet data),and should not be used as the basis of projections for our results of operations or financial condition forany future period. The pro forma financial information is not calculated in accordance with IFRS, has notbeen prepared in accordance with the requirements of Regulation S-X of the SEC, the ProspectusDirective or any generally accepted accounting standards, and has not been audited or reviewed inaccordance with applicable auditing standards. Any reliance you place on this information should fullytake this into consideration.

Illustrative Data

This Offering Memorandum also contains certain illustrative data. The illustrative data are intended toprovide a high level overview of our business model, and to provide background for some of our keyfinancial metrics, which, we believe, is beneficial to investors. They have not been prepared on the basisof any recognized accounting framework or in accordance with any recognized accounting guidance.The illustrative data are based on hypothetical assumptions, and as such may not give a fair andaccurate view of our future financial position, results of operations, cash flows or prospects.

Rounding

Certain numerical figures included in this Offering Memorandum have been rounded. Discrepancies intables between totals and the sums of the amounts listed may occur due to such rounding.

Currency Presentation

In this Offering Memorandum, references to pounds sterling, £, sterling, British pound, GBP, pence or pare to the lawful currency of the UK, references to euro, EUR or e are to the currency introduced at thestart of the third stage of European Economic and Monetary Union pursuant to the Treaty establishingthe European Community, as amended, and references to U.S. dollars, USD, US$ or $ are to the lawfulcurrency of the United States.

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MARKET AND INDUSTRY DATA

We obtained market data and certain industry data and forecasts included in this Offering Memorandumfrom internal company surveys, market research, consultant surveys, publicly available information,reports of governmental agencies and industry publications and surveys. We use:

• forecast industry data for a period from 2014 up to 2020 provided to us by Ernst & Young LLP (EY);

• a report entitled ‘‘Europe Securitisations Outstanding’’ provided by the Securities Industry andFinancial Markets Association (SIFMA);

• market updates prepared by PriceWaterhouseCoopers’s (PwC) Portfolio Advisory Group entitled‘‘Market Update Q3 2015,’’ ‘‘Market Update Q4 2015,’’ ‘‘Market Update Q1 2016’’ and ‘‘MarketUpdate Q2 2016’’;

• a report of PwC regarding the European Bank Restructuring Conference held in March 2016 entitled‘‘Capitalising on the Acceleration in Bank Restructuring’’;

• data published by the European Central Bank, the European Banking Authority and theUK Parliament;

• reports of Deloitte LLP (Deloitte) entitled ‘‘Uncovering opportunities in 2017—Deloitte DeleveragingEurope 2016–2017’’ and ‘‘Deloitte Deleveraging Europe 2015-2016’’;

• a report of Oliver Wyman Ltd (Oliver Wyman) and Intrum Justitia AB (Intrum Justitia) entitled‘‘European Retail and SME Credit Recovery Time?’’; and

• a report of KPMG International Cooperative (KPMG) entitled ‘‘European Debt Sales 2016.’’

Industry surveys, publications, consultant surveys and forecasts generally state that the informationcontained therein has been obtained from sources believed to be reliable, but that the accuracy andcompleteness of such information is not guaranteed. We have not independently verified any of the datafrom third-party sources, nor have we ascertained the underlying economic assumptions relied upontherein. Similarly, internal surveys, industry forecasts and market research, which we believe to bereliable based upon our management’s knowledge of the industry, have not been independentlyverified. We do, however, accept responsibility for the correct reproduction of this information.Statements as to our market position are based on recently available data. While we are not aware of anymisstatements regarding our industry data presented herein, our estimates involve risks anduncertainties and are subject to change based on various factors, including those discussed under‘‘Risk Factors.’’

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EXCHANGE RATE INFORMATION

Pounds Sterling and Euro

The following table sets forth, for the periods indicated, the Bloomberg Composite Rate (New York)expressed as euros per £1.00. The Bloomberg Composite Rate is a ‘‘best market’’ calculation, in which,at any point in time, the bid rate is equal to the highest bid rate of all contributing bank indications and theask rate is set to the lowest ask rate offered by these banks. The Bloomberg Composite Rate is amid-value rate between the applied highest bid rate and the lowest ask rate. Neither we nor the InitialPurchasers make any representation that the sterling or the euro amounts referred to in this OfferingMemorandum have been, could have been or could be, in the future, converted into euros or sterling, asthe case may be, at any particular rate, if at all.

Euro per £1.00Period End Average(1) High Low

Year endedDecember 31, 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.2317 1.2332 1.2857 1.1774December 31, 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.2041 1.1779 1.2343 1.1433December 31, 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.2876 1.2410 1.2876 1.1908December 31, 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.3571 1.3774 1.4416 1.2743December 31, 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.1731 1.2242 1.3654 1.0967

Month endedOctober 31, 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.1150 1.1190 1.1455 1.0967November 30, 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.1810 1.1539 1.1810 1.1074December 31, 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.1731 1.1835 1.1947 1.1691January 31, 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.1649 1.1621 1.1789 1.1365February 28, 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.1705 1.1736 1.1805 1.1570March 31, 2017 (through March 15, 2017) . . . . . . . . . . . . 1.1451 1.1531 1.1675 1.1397

(1) The average rate for a year means the average of the closing rates of each business day during such year. The average ratefor a month, or for any shorter period, means the average of the closing rates of each business day on each day during suchmonth or shorter period.

The euro per pound sterling exchange rate on March 15, 2017 was e1.1451 to £1.00.

This Offering Memorandum contains translations of certain pounds sterling amounts into euros and ofcertain euro amounts into pounds sterling. Unless otherwise stated, such euro amounts are translatedinto pounds sterling at the rate of e1.1731 to £1.00, the Bloomberg Composite Rate on December 30,2016.

Fluctuations of the pound sterling relative to the euro have a significant effect on the translation intopounds sterling of our euro assets, liabilities, revenue and expenses, and may continue to do so in thefuture. For further information on the impact of fluctuations in exchange rates on our operations, see‘‘Risk Factors—Risks Relating to Our Business—We are subject to fluctuations in foreign exchangerates.’’

Pounds Sterling and U.S. Dollars

The following table sets forth, for the periods indicated, the Bloomberg Composite Rate expressed asU.S. dollars per £1.00. Neither we nor the Initial Purchasers make any representation that the poundsterling or the U.S. dollar amounts referred to in this Offering Memorandum have been, could have been

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or could be, in the future, converted into U.S. dollars or pounds sterling, as the case may be, at anyparticular rate, if at all.

U.S. dollars per £1.00Period End Average(1) High Low

Year endedDecember 31, 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.6255 1.5852 1.6279 1.5318December 31, 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.6557 1.5649 1.6557 1.4867December 31, 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.5577 1.6476 1.7166 1.5517December 31, 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.4736 1.5285 1.5883 1.4632December 31, 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.2340 1.3554 1.4877 1.2123

Month endedOctober 31, 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.2242 1.2334 1.2842 1.2123November 30, 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.2506 1.2441 1.2596 1.2243December 31, 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.2340 1.2472 1.2732 1.2226January 31, 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.2579 1.2354 1.2634 1.2047February 28, 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.2380 1.2488 1.2659 1.2380March 31, 2017 (through March 15, 2017) . . . . . . . . . . . . 1.2291 1.2223 1.2293 1.2153

(1) The average rate for a year means the average of the closing rates of each business day during such year. The average ratefor a month, or for any shorter period, means the average of the closing rates of each business day on each day during suchmonth or shorter period.

The U.S. dollar per pound sterling exchange rate on March 15, 2017 was $1.2291 to £1.00.

Euros and U.S. Dollars

The following table sets forth, for the periods indicated, the Bloomberg Composite Rate expressed asU.S. dollars per e1.00. Neither we nor the Initial Purchasers make any representation that the euro or theU.S. dollar amounts referred to