Common use of USE OF PROCEEDS Clause in Contracts

USE OF PROCEEDS. We expect the gross proceeds of the Offering will be between Euro 250,000,000 million and Euro 300,000,000 million. We expect to pay between Euro 3.1 million and Euro 3.9 million of fees and expenses (depending on the final size of the Offering), including the Placement Agent’s commission and estimated expenses in respect of the Offering. We intend to use the net proceeds from the Offering to purchase, redeem or cause to be redeemed, all of the Existing Notes outstanding in an amount equal to Euro 240,000,000 million of the aggregate principal amount of the Existing Notes. Under the Existing Notes Trust Deed, starting on 15 November 2019, the Existing Notes may be redeemed at a price of 101.125% of the principal amount plus any accrued and unpaid interest as of, but not including, the Existing Notes Redemption Date. The Company intends to effect the Existing Notes Redemption on or prior to 29 November 2019. We intend to use any net proceeds from the Offering not used for the purpose of purchase, redeem or cause to be redeemed, all of the Existing Notes outstanding for general corporate purposes. The Future Guarantees will be granted as soon as possible following the Existing Notes Redemption, and in any case within 30 business days of the Existing Notes Redemption Date. See “Risk Factors—Risks Related to the nature of the Notes and the Future Guarantees—The Notes will not be guaranteed by the Future Guarantors at issuance, and once the Future Guarantees have been granted they will be significantly limited by applicable laws and are subject to certain limitations and defences”. The Terms and Conditions provide that if the Issuer shall have failed to: (i) on or prior to the Longstop Date, redeem, or cause to be redeemed all of the Euro 240,000,000 million aggregate principal amount of the Existing Notes outstanding (including the pro rata share of the Existing Notes held by the Group at the Existing Notes Redemption Date) or (ii) within 30 business days of the Existing Notes Redemption Date, procure that each of the Future Guarantors, or their successors, shall grant the Future Guarantees, then all, but not some only, of the Notes shall be subject to a special mandatory redemption at their principal amount, plus accrued and unpaid interest and additional amounts, if any, from the Issue Date to the date of such special mandatory redemption.] See “Terms and Conditions of the Notes— Redemption and Repurchase—Special Mandatory Redemption” and “Risk Factors—Risks Related to the Offering, the Notes and the Future Guarantees—If completion of the Existing Notes Redemption is delayed beyond the Longstop Date or the Future Guarantees are not granted within 30 business days of the Existing Notes Redemption Date, the Issuer will be required to redeem the Notes at par, which means that you may not obtain the return you expect on the Notes”.

USE OF PROCEEDS. We expect the gross proceeds of the Offering will be between Euro 250,000,000 €180.0 million and Euro 300,000,000 €240.0 million. We expect to pay between Euro 3.1 €3.5 million and Euro 3.9 €5.5 million of fees and expenses (depending on the final size of the Offering), including the Placement Agent’s commission and estimated expenses in respect of the Offering. We intend to use the net proceeds from the Offering together with credit lines and cash on hand to purchase, redeem or cause to be redeemed, all of the outstanding Existing Notes outstanding in an amount equal to Euro 240,000,000 at least €200.0 million of the aggregate principal amount of the Existing Notes. Under the Existing Notes Trust DeedIndenture, starting on 15 November 20191 April 2016, the Existing Notes may be redeemed at a price of 101.125103.563% of the principal amount plus any accrued and unpaid interest as of, but not including, the Existing Notes Redemption Date. The Company intends to effect the Existing Notes Redemption on or prior to 29 November 2019. We intend to use any net proceeds from the Offering not used for the purpose of purchase, redeem or cause to be redeemed, all of the Existing Notes outstanding for general corporate purposesabout 1 April 2016. The Future Guarantees will be granted as soon as possible following the Existing Notes Redemption, and in any case within 30 business days of the Existing Notes Redemption Date. See “Risk Factors—Risks Related to the nature of Offering, the Notes and the Future Guarantees—The Notes will not be guaranteed by the Future Guarantors at issuance, and once the Future Guarantees have been granted they will be significantly limited by applicable laws and are subject to certain limitations and defences”. The Terms and Conditions provide that if the Issuer shall have failed to: (i) on or prior to the Longstop Date, redeem, or cause to be redeemed all of the Euro 240,000,000 redeemed, at least €200.0 million aggregate principal amount of the Existing Notes outstanding (including the pro rata share of the Existing Notes held by the Group at the Existing Notes Redemption Date) or (ii) within 30 business days of the Existing Notes Redemption Date, procure that each of the Future Guarantors, or their successors, shall grant the Future Guarantees, then all, but not some only, of the Notes shall be subject to a special mandatory redemption at their principal amount, plus accrued and unpaid interest and additional amounts, if any, from the Issue Date to the date of such special mandatory redemption.] See “Terms and Conditions of the Notes— Redemption and Repurchase—Special Mandatory Redemption” and “Risk Factors—Risks Related to the Offering, the Notes and the Future Guarantees—If completion of the Existing Notes Redemption is delayed beyond the Longstop Date or the Future Guarantees are not granted within 30 business days of the Existing Notes Redemption Date, the Issuer will be required to redeem the Notes at par, which means that you may not obtain the return you expect on the Notes”.or