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There may be additional risks and uncertainties not presently known to the Group or that the Group presently considers to be immaterial, which could also impair the Group and its business.

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The occurrence of one or more of these risks may either individually or in combination with other circumstances materially impair the business of the Issuer and the Group and may have a considerable detrimental effect on the Group s financial position and results of operation. The order in which the risks are listed is neither an indication of the probability of occurrence nor of the gravity or significance of each risk.

In addition to the risks listed herein, there may be further risks and issues which the Group is currently unaware of or does not consider material. Following the occurrence of any of these risks, the stock exchange price of the Notes of the Issuer could decline and investors could lose all or part of their investment. In addition, the Group derives and will continue to derive a significant portion of its revenue from customers in emerging markets in particular on the African continent.

As a result, a decline in global trade volumes and, in particular, the occurrence of any negative economic, political or geographical events in these countries could have an adverse impact on the Group s revenues. Global trading volumes can be affected by, amongst other factors: If global trading volumes decline significantly in future periods, the Group's business, prospects, results of operation and financial condition, as well as its future growth, could be materially and adversely affected. As the Group forms a network of global businesses its business is directly dependent on the performance of the global economy and global tradeflows while tradeflows in turn, depend on both customer s markets and the markets where its services are provided.

Growth prospects for emerging economies is marked up by 0. Against this background, world trade was even weaker than global gross domestic product GDP and grew by just 1. The growth of the global economy in the last two decades has particularly been driven by the growth dynamics of the emerging economies.

There may, however, not be sustained growth in the global economy or in emerging economies, and these economies may experience contraction, or at least may not develop as expected in the future. Furthermore, protective measures may be taken by countries with the intention to support local economies, leading to declining trade volumes which would affect freight. The relatively high national debt of member states of the European Union, e. Greece and Italy, could lead to material turbulences in the national and international financial markets in the future.

These could also affect business enterprises and, solely or together with other macroeconomic factors, cause a material decrease of the general economic activity, and particularly the economic activity of companies. Similarly, the current tense political situations in the Middle East, the armed conflicts in Iraq and Syria and the resulting tense relationship between Russia and western countries might have a negative impact on the world economy and therefore on the demand for the materials and products that R- LOGITECH transports.

The demand for these products especially on the Asian markets is also dependent on the local economic growth, which has already weakened over the recent past. If the economic growth in the whole of Asia, in the important Asian economies in total, or in several important national economies in the Asian region, e. China, Thailand, Malaysia or Singapore, further decreased in the future, or if the region suffered a recession, the local demand for materials and products would decrease. The maritime transportation industry is both cyclical and volatile in terms of freight rates and volumes.

Seaborne trade volumes impact the charter rates, resulting from periodically recurring fluctuations in the global supply of, and demand for, cargo transportation capacity and vessel capacity, which in turn, may result in a change of demand for cargo transportation and global trade flows.

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Therefore, the seaborn trade volumes indirectly correlate to the logistics sector. Demand for cargo transportation capacity and vessel capacity is influenced by, among other factors, global and regional economic development, global trade flows and the shift in manufacturing and industrial production from Europe and North America to other regions. Hence, in the past, the shift in production to Asia and in particular to China has fueled demand for transportation of industrial machinery and other heavy lift and project cargoes. In addition, demand for industrial and consumer goods in North America and Europe and increasingly in the emerging markets has a significant impact on the demand for maritime transportation.

Furthermore, demand is also influenced by the general development of costs as well as changes in the regulatory regimes affecting maritime transportation. Generally, demand is also influenced by the following: Almost all of the factors influencing the supply of and demand for maritime transportation capacity are beyond the Group s control, and the nature, timing and degree of changes in industry conditions are largely unpredictable. Decreasing demand for maritime transportation volume or an increasing supply of such volume could have a material adverse effect on the Group s business, financial condition, results and prospects.

In addition to pricing and margin risk associated with the growth of the global economy, the volumes that the Group handles is directly dependent on the performance of the global economy and fluctuations in trade volumes. For all the scenarios outlined above, there is an equivalent risk that volumes will be affected and this will have adverse consequences on operations and financial performance of the Group.

The Group s main activities span from building and managing ports and terminals, logistics and transportation globally with a particular focus on the African continent. Hence, the Group depends on the economic growth and tradeflows of the African markets. According to the UN, this decline also reflected weakening economic conditions in Africa s largest economies in Nigeria While growth in Central Africa moderated from 3.

UN Economic Report on Africa, Real output growth is estimated to have increased 3. African economies have historically experienced significant volatility characterised by slow or negative growth, significant inflation, weak fiscal and monetary policies, low foreign currency reserves, high external debts, currency depreciation, political uncertainty, declining investment, government and private sector debt defaults, high taxes, nationalisation issues, skilled labour shortages, inadequate legislation and bureaucratic red tape.

R-LOGITECH s business activities, in particular those reliant on the resource development side, span numerous countries across the globe, some of which have more complex, less stable political or social climates and consequently higher country risk. Political risks include changes in laws, taxes or royalties, expropriation of assets, currency restrictions or renegotiations of, or changes to, mining leases and permits.

Similarly, communities and people as well as inhabitants Furthermore, inefficiencies in the judicial systems - particularly in African countries - and the fragmentation of jurisdictions and legal systems may create an uncertain environment for investment and business activity. The legal systems of African countries reflect their historical roots and combine elements of traditional, civil and common law.

Most of the countries in which the Group has operations are based on English or French legal systems. However, since African countries gained their independence, they have further developed their legal systems, resulting in a highly fragmented legal landscape in Africa. The legal systems in the Group's African markets continue to undergo development and face a number of challenges including delays in the judicial process.

In many instances cases take a considerable period of time to be concluded.

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Similarly, the enforcement of collateral in these target markets is often affected by the inefficiencies in these judicial systems and can result in uncertain legal positions. In addition, the commitment of local business people, government officials and agencies and the judicial system to abide by legal requirements and negotiated agreements may be more uncertain, creating particular concerns with respect to licences and agreements for business which may be susceptible to revision or cancellation, as a result of which legal redress may be uncertain or delayed. The negative consequences of political considerations are often worsened by corruption, which lowers the quantity of productive public investment.

Widespread corruption in infrastructure increases project costs, lengthens delivery times, reduces output quality, and thus lowers benefits. Corruption can cripple a state s effectiveness in maintaining the formal economy, as well as impose additional costs on firms in the form of bribery payments and misallocated resources see The Group is subject to a wide variety of regulations and may face substantial liability if it fails to comply with existing or future regulations applicable to its businesses.

Corruption is mentioned as one of the main challenges for Overall, any negative trends in the economy of the Group s relevant markets on the African continent could have adverse effects on the demand for the products and materials that it transports and therefore have a material adverse effect on R-LOGITECH s financial position and results of operations. R-LOGITECH s logistics business is exposed to competition when seeking to retain and expand its economic activity from companies including existing customers trying to provide a more competitive means of supplying logistics and transport services.

Consolidation within the logistics industry has resulted in the Group's having to compete with and logistics operators, some of which are larger than the Group and have greater financial resources than the Group and, therefore, may be able to bid at higher concession rates, invest more heavily or effectively in their facilities or withstand price competition and price volatility more successfully than the Group.

Due to its comparatively small management and organizational structure, R-LOGITECH could fail to react suitably and in a timely manner to short-term projects or disruptions in its business processes, and key management functions could be impacted, particularly in the event of staff changes or the temporary unavailability of one or more members of the management level Executive Management. In addition, some of the Group's competitors may have broader operational experience and longer standing relationships with international shipping companies. The Group s business activities involve servicesto providers, and transportation of large quantities of raw materials.

As a consequence, the Group is dependent on the availability and proper function of infrastructure and transportation means, for itself and by others mostly on the African continent. Should there be a major disruption in transportation or infrastructurein its local markets and globally, the Group may not be able to meet its obligations vis-a-vis its customers which could cause its customers to claim penalty payments from the Group against which it may not be adequately insured or contractually protected. Furthermore, on the basis of this disruption, the Group s customers might terminate existing business relations.

Any of the aforementioned circumstances could have a material adverse effect on the Group s financial condition and results of operations. The Issuer is holding company and, thus, has no relevant business or operational activities other than the administration and financing of its direct and indirect subsidiaries. It is therefore dependent on the operating results and dividend payments as well as funding from its operating entities and is thus exposed to risks and uncertainties similar to those faced by its subsidiaries. If the Issuer does not receive dividend payments from its operating entities or funding this could have a material adverse effect on R-LOGITECH s business, financial condition and results of operations.

Some of the Group s consolidated entities only have a limited operating history within the Group since they have recently been acquired. For instance in October , R-LOGISTIC was created through the acquisitiuon of several African entities from Necotrans Group for further information regarding the acquisition of Necotrans entities by way of judicial ordinance of the French commercial court see risk factor: The Group may inadvertently acquire companies with significant liabilities and additional business risks and may not be able to integrate such companies..

These entities are still in the process of developing their business independently and implement the Group s business strategy. Companies that are implementing and expanding their businesses are subject to significant uncertainty and volatility. The Group s future financial performance and success depends on the ability of its entities to implement their business strategies successfully, including their strategy to develop business segments towards entering and expanding in future markets.

It cannot be guaranteed that the Group s recently acquired entities will successfully implement their business strategies or that implementing these strategies will sustain or improve, and not harm, the Groups results of operations. In addition, the costs involved in implementing business strategies, including using proceeds derived from the offer, may be significantly greater than currently anticipated. Moreover, the estimated amount of capital expenditures required may be insufficient to cover the actual cost due to cost overruns or other unexpected expenses.

Any failure to develop, revise or implement business strategies in a timely and effective manner may negatively affect reputation and finances of said entities and in turn, of the whole Group. The occurrence of any of these events may have a material adverse effect on the Group s business, financial condition, results of operations and prospects.

Growth through the winning of new concessions or bolt-on acquisitions also entails risks inherent in identifying suitable opportunities and assessing the value, strengths and weaknesses of the acquisition candidates, as well as integrating the In addition, prior to acquisition by the Group, target companies may have incurred contractual, financial, regulatory, environmental or other obligations and liabilities that may impact the Group in the future and that are not adequately reflected in the historical financial statements of such companies or otherwise known to the Group or discovered by it during the due diligence process or with respect to which the Group does not have adequate indemnities from the seller.

Acquisitions are an important part of the Group s strategy and the Group from time to time intends to acquire companies with complementary businesses. In connection with these acquisitions, the Group cannot assure that, in spite of any due diligence performed, it will not inadvertently or unknowingly acquire actual or potential liabilities, including legal claims relating to third-party liabilities for claims whatsoever.

If the Group acquires any of these or other liabilities, and such liabilities are not adequately covered by an applicable and enforceable indemnity or guarantee or similar agreement from a creditworthy counterpart, the Group could actually become liable for these liabilities. As of December , R-LOGISTIC entered into various assignment agreements for the transfer and assignment of shares of various African based Necotrans entities which are being considered as consolidated group entities for the purpose of the forthcoming consolidated financial statements of the Issuer for the financial year In evaluating potential acquisitions or cooperation agreements, the Group makes certain assumptions regarding the future combined results of the existing and acquired operations or the envisaged cooperation.

In certain transactions, the analysis of the acquisition includes assumptions regarding the consolidation of operations and improved operational cost structures for the combined operations. There can be no assurance that such synergies or benefits will be achieved in the assumed timeframe and there can be no guarantee that customers of those target companies may remain customers following the acquisition.

The Group cannot guarantee that recent or future acquisitions and cooperation agreements will be integrated or implemented successfully or will achieve the desired or expected benefits and the Group s financial objectives. The Group may also experience failures or delays in integrating acquisitions or negotiating cooperation agreements or may fail to enforce warranties and indemnities relating to acquisitions or cooperation agreements.

Moreover, even in cases in which such acquisitions or cooperation agreements are completed on schedule and according to plan, the synergies actually resulting from an acquisition or the benefits actually derived from cooperation can ultimately differ materially from the Group s estimates or expectations. The occurrence of any or several of these factors in respect of any acquisitions or cooperation agreements into which we seek to enter could have materially adverse effects on the Group s business, business, prospects, results of operation and financial condition.

The global logistics industry is highly competitive. The Group faces significant competition from other global logistics service providers, as well as smaller regional operators situated in the same locations as the Group. The Group competes with other operators for concessions primarily on the basis of the concession rates that will be paid to the owner of the relevant port. When choosing a concessionaire, however, governments or other port owners may also consider other factors, including, among other things, the extent of the regional dominance exhibited by a proposed concessionaire.

Consolidation within the logistics industry has resulted in the Group's having to compete with other logistics services operators, some of which are larger than the Group and have greater financial resources than the Group and, therefore, may be able to bid at higher rates, invest more heavily or effectively in their facilities or withstand price competition and price volatility more successfully than the Group.

In addition, some of the Group's competitors may have broader operational experience and longer standing relationships with international companies. There can be no assurance that consolidation within the logistics services industry will not become more prevalent or that the Group's competitors will not undertake additional mergers and acquisitions to increase their capacity, economies of scale and financial and market strength.

Substantially all of the Group s operations in its logistics division are conducted pursuant to longterm operating concessions or leases usually running form 22 to 25 years entered into by the Group entity as terminal operators and the owner of a relevant port, typically a governmental entity. Concession agreements often contain clauses that allow the owner of a port to cancel the agreementor impose penalties on the Group, if it does not meet specified investment obligations, which, especially in the case of investments designed to reduce the environmental impact of a particular operation, can be substantial, or require minimum payments based on previously estimated throughput, regardless of actual throughput handled.

Concession agreements may also allow the owner of a port to reassess and increase the rent periodically. Similarly, because many of the counterparties to concession agreements are governmental entities, terminal operators, including the Group, are subject to the risk that concession agreements may be cancelled because of political, social or economic instability, in particular changes to the ruling governments. In advance of the expiration of a concession agreement, the owner of a port will typically agree to renew the concession with the existing concessionaire, but often only after significant renegotiation that usually involves, among other things, a commitment on the part of the concessionaire to make capital expenditures or an increase in fees or rent with respect to the relevant operation.

There can be no assurance that the Group will be able to renew its concession and lease agreements upon their expiration on commercially reasonable terms, if at all, that historical trends will be accurate in the future, or that the Group would be the winning bidder in any re-tender of one or more of its existing concessions should the relevant port owner elect not to renew the relevant concession agreement with the Group.

If the Group is unable to renew one or more of its concession agreements on commercially reasonable terms on or before their expiration dates or if the concession agreement is cancelled, the capacity of the Group's terminal portfolio will be reduced by the amount of capacity provided by the terminals associated with such concession agreements and the Group's business, financial condition and results of operations.

The Group operates mainly in the emerging markets, such as Africa and is developing partnerships with counterparts in these markets. The Group is exposed to the credit risk of the customers and markets which it serves and any deterioration in the margins of the Group s customers and markets will increase the chance of a customer being unable to pay for the services it has contracted for. A failure by any of the Group's debtors to pay their obligations to the Group, or inability to pay by any of the Group's counterparties, may have a significant impact on the Group's reserves and profitability.

According to the Group s own estimates, the Group's five largest customers in the logistics division, the Group s core operation, accounted for approx- In addition, the Group is often unable to obtain reliable information regarding the financial condition of a number of its customers because they are privately-held companies and have no obligation to make such information publicly available. While the Group takes steps to closely monitor this risk and to ensure tight control in respect of the credit risk of its counterparties, any delayed payment, non-payment or non-performance on the part of one or more of the Group's major customers, or a number of the Group's smaller counterparties, could have a material adverse effect on the Group's business,financial condition and results of operations.

Moreover, defective services could result in loss of sales, loss of customers, and loss of market acceptance and could materially damage its reputation and market perception. As a significant number of the Group's container terminal and other ports-related operations are conducted through jointly held entities, associated companies, joint ventures and partnerships, the Group is exposed to risks relating to actions taken by its joint venture partners and controlling shareholders of entities in which the Group holds a minority interest.

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For the year ended 31 December , the Issuer: To the extent that the Group does not have a controlling equity stake in, or the right or power to direct the management and policies of, a joint venture or other company through which the Group conducts its operations, joint venture partners or controlling shareholders may take action that is not in accordance with the Group's policies and objectives.

Should a joint venture partner or controlling shareholder act contrary to the Group's interest, it could have a material adverse effect upon the Group's business, business, prospects, results of operation and financial condition. The Group's ability to expand successfully through joint ventures will depend upon the availability of suitable and willing joint venture partners, the Group's ability to consummate such transactions and the availability of financing on commercially acceptable terms.

The Group cannot give any assurance that it will be successful in completing joint ventures or that, once completed, a joint venture will be profitable for the Group. If a joint venture is unsuccessful, the Group may be unable to recoup its initial investment and the Group's business, prospects, results of operation and financial condition may be materially and adversely affected. Moreover, the value of these participations could be negatively impacted by a potential decline e. The materialization of any of the above factors could lead to a material adverse effect on the Group s business, financial condition and results of operations.

Thus, the Group depends on its reputation and on maintaining good relationships with its global customers, business partners, employees and regulators. In each of the Group s business segments, it cannot be guaranteed that the Group s customers will continue to use the Group s services in the future. There is also no guarantee that these relationships will be extended in the future.

In addition, the Group s current customers may be acquired by or merged into other companies which then turn to other service providers. The Group s relationships with these major customers and their level of business with the Group going forward will affect the Group s performance and results of operations in the future. The Group s success therefore significantly depends on the Group s ability to attract a sufficient number of customers for its services. Customers could opt for services of competitors without facing discernible constraints.

Some of the Groups operations depend on obtaining raw materials, semi-finished goods, parts, components, manufacturing equipment and other supplies, as well as certain services, from suppliers in sufficient quality and quantity in a timely manner. The services rendered by such third-party contractors or suppliers may not be satisfactory and may not match the Group s required quality levels and indirectly harm the Group s business relationships with its major customers. Hence, the Group is dependent on suppliers and contractors to serve certain customers and the loss of suppliers and contractors, without an alternative arrangement being put in place, could have a material effect on R-LOGITECH s customer base, financial condition and results of operations.

In addition, there is a risk that major contractors may experience financial or other difficulties which may affect their ability to carry out their contractual obligations, thus delaying or preventing the completion of projects or the rendering of services. In turn, such non-performance or malperformance of third-party contractors or suppliers or the lack of availability of such services, could lead to a total loss of major customers in some areas of the Groups business operations.

Should any of the above risks materialize, this could have a material adverse effect on the Group s business, financial condition and results of operation. The Group's business operations could be adversely affected or disrupted by natural disasters such as earthquakes, floods, tsunamis, hurricanes, fires or typhoons or other catastrophic or otherwise disruptive events, including, but not limited to: The effect of any of these events may be worsened to the extent that any such event involves risks for which the Group is uninsured or not fully insured see risk factor: In particular, this includes global liability, employer s liability, property, fire and business disruption insurances.

Therefore, R- LOGITECH can give no assurance that its existing insurance and indemnity coverage is reasonable enough to cover all the risks to which it may be subject, or that the proceeds of insurance applicable to covered risks or recovery under indemnities will be adequate to cover expenses relating to losses or liabilities.

R-LOGITECH is also subject to the risk of the unavailability, increased premiums or deductibles, reduced coverage and additional or expanded exclusions in connection with its insurance policies. The Group inspects cargo that enters its terminals in accordance with the inspection procedures prescribed by, and under the authority of, the governmental bodies charged with oversight of the relevant ports. The Group also relies on the security procedures carried out by inter alia its logistics customers and the port facilities that such cargo has previously passed through to supplement the Group's own inspection to varying degrees.

The Group attempts to mitigate securityrelated risks as much as possible for instance, through cargo inspection and reliance on shipping line security procedures and believes that it maintains standards for security at its terminals. However, the Group cannot guarantee that none of the cargo that passes through its terminals will be impacted by breaches in security or acts of terrorism either directly against the Group or indirectly in other areas of the supply chain that will impact on the Group.

A security breach or act of terrorism that occurs at one or more of the Group's facilities, or at a shipping line or other port facility that has handled cargo before the Group, could subject the Group to significant liability, including the risk of litigation and loss of goodwill.

R-Logitech S.A.R.L. Prospectus - PDF

The costs associated with any such outcome could have a material adverse effect on the Group's business, results of financial condition and operation. There is a risk that countries could, in response to real or perceived currency manipulations, trade imbalances or excessive state aid, resort to protectionist measures or make changes to the regulatory regimes in which the Group operates, in order to protect and preserve domestic industries. Such measures could include raising import tariffs, providing subsidies to domestic industries, abandonment of national or international free trade zones e.

NAFTA , withdrawal from, or blocking of, international trade agreements and the creation of other trade barriers. A global trend towards protectionism would be harmful to the global economy and trade in general, as protectionist measures would cause world trade to shrink and counter measures taken by protectionist policies target countries would increase the chance of trade wars. Information from R-LOGITECH s business plan, such as turnover, expenses and income, as well as any forward looking statements and outlooks contained in this Prospectus are based on certain assumptions and thus these projections - even though all available findings, experiences of the past and prospects for the future have been considered by the management of R-LOGITECH - may prove to be wrong.

There is a risk that any deviation from the expected cost and income of the business plan also affects the expected outcome, and may have a negative impact on the operating results of R-LOGITECH. No assurance can be given that undesirable developments in the corporate planning can be detected in a timely fashion, if at all, and risks for R-LOGITECH may arise none the less.

Moreover, no assurance can be given that any measures taken to counter the undesirable development will be on time or even effective at all. The Group, its entities, its suppliers or customers may be affected by measures taken in the course of labour disputes, such as strikes or stoppages. Events such as these throughout the entire value chain could negatively impact the business and operations of the Group. Labour disputes could also affect the Group through measures taken at its suppliers or customers, adversely affecting the marketing and supply chain which could result in a decline in sales and could therefore have a material adverse effect on the Group s business, financial condition and result of operations.

Fluctuations in currency exchange rates could have an adverse effect on the Group's results of operations. The reporting currency on the level of the Group is the euro which exposes the Group to risks from currency exchange rate fluctuations in other currencies, in particular in U. Revenues, capital expenditure and financing expenses are predominantly in U. Fluctuations between the U. As a result, currency fluctuations can have a material impact on the Group's balance sheet. In addition to these translation risks, the Group is exposed to transaction risks as a result of differences in the currency mix of its operating revenue and cost of sales, for instance personell costs and rents.

As a result, a depreciation or appreciation of a particular local currency against the Euro could have either a positive or negative impact on the Group's balance sheet and profit margin and therefore its profit for the year. Fluctuations in currency exchange rates could therefore have a material adverse effect on the Group s business, financial condition, results and prospects. Although each of the Group's terminals, based on the nature of its business, is configured to keep its systems operational under abnormal conditions, including with respect to business processes and procedures, any failure or breakdown in these systems could interrupt its normal business operations and result in a significant slowdown in operational and management efficiency for the duration of such failure or breakdown.

No assurance can be given that outside influences beyond R- LOGITECH s control such as fire, blizzard, disturbances, damages, electricity shortages, computer viruses, so-called hacker attacks and similar incidents do not lead to operational disturbances or breakdown of these systems.

Any prolonged failure or breakdown could dramatically impact the Group's ability to offer services to its customers, which could have a material adverse effect on the Group's business, results of operation and financial condition. Similarly, any significant delays or interruptions in the Group's loading or unloading of a customer's cargo could negatively impact its reputation as an efficient and reliable terminal operator.

Given the increasing sophistication and scope of potential cyber-attack, it is possible that future attacks may lead to significant breaches of security. Failure to adequately manage cyber-security risk and continually review and update current processes in response to new threats could adversely affect the Group's reputation, business, prospects, results of operation and financial condition.

The Group is also reliant on third party vendors to supply and maintain much of its information technology since the Group has outsourced data to cloud providers. In the event that one or more of the other third party vendors that the Group engages to provide support and upgrades with respect to components of the Group's information technology ceased operations or became otherwise unable or unwilling to meet the Group's needs, there can be no assurance that the Group would be able to replace any such vendor promptly or on commercially reasonable terms, if at all.

Delay or failure in finding a suitable replacement could materially adversely affect the Group's business, results of operation and financial condition. Any of those incidents could affect the Group s ability to keep its business process efficiently integrated and may have a material adverse effect on the operational business of the Group and its financial condition and results of operation.

R-LOGITECH s future performance significantly depends on the continued service of its Executive Management and other key personnel and employees with extensive industry knowhow, research and development expertise and extensive industry contacts. The Group s success will depend, in part, on its ability to continue to recruit and retain qualified and experienced personnel.

The Group is likely to face challenges in recruiting and retaining qualified personnel to run its business, as a result of the shortage of qualified candidates inter alia in African countries with experience in the logistics and technology industries. As a result, competition in these industries for personnel is considerable in particular in Africa. If the Group is unable to retain experienced, capable and reliable personnel, especially senior and middle management with appropriate professional qualifications, or fails to recruit skilled professional and technical staff in pace with its further development, its business and financial results may suffer.

Consequently, when talented employees leave, the Group may have difficulty, and incur additional costs, replacing them. The loss of any member of the Group's management team or any of the Group's terminal managers may result in: These adverse results could, among other things, reduce potential revenue, prevent the Group from diversifying its service lines and expose it to downturns in the markets in which the Group operates, all of which could materially adversely affect the Group's business, results of financial condition and operation.

R-LOGITECH has based any forward looking statements made in this Prospectus on a number of assumptions, opinions and outlooks of the management and executive employees. Those statements are an expression of the present perception of these persons in view of possible future events that are still uncertain and subject to different risks concerning their actual occurrence.

These or any other assumptions made by R-LOGITECH and its management or executive employees may prove to be wrong or any presumed factors may occur later than expected or may not occur at all. Moreover, investors should note that R-LOGITECH is not obligated to update any assumption or opinion as displayed in this Prospectus with regard to possible future events or to adapt to future events or developments, unless required by legal provisions. The interests in the Issuer are held indirectly by several natural persons.

The interests of the Issuer s shareholders could conflict with the interests of the holders of the Notes, particularly if R-LOGITECH encounters financial difficulties or if it is unable to pay its debts when due. The Issuer s shareholders could also have an interest in pursuing acquisitions, divestitures, financings, dividend distributions or other transactions that, in their judgment, could enhance their equity investment, although such transactions might involve risks to the holders of the Notes.

If the interests of the Issuer s shareholders conflict with its interests or the interests of the holders of the Notes, or if the Issuer s shareholders engage in activities or pursue strategic objectives that conflict with its interests or the interest of the holders of the Notes, R-LOGITECH and the Noteholders could be disadvantaged. The Group strategy is to take strategic positions within the value chain of logistics and technology industries across the natural resources sector to gain a competitive advantage.

The objective is to create sustainable economic opportunities to benefit all stakeholders. However, an entrepreneurial risk, such as binding management resources is inherent to any acquisition of a company independent of its outcome. With regard to securing existing contracts and developing its business activities as well as expanding its key markets, the Group could decide to acquire companies likewise the most recent acquisition of Necotrans entities as of October A leveraged acquisition involves higher debt and may increase the acquirer s interest costs.

Acquisitions run the risk of failure to integrate the acquired company, production facilities, or staff and might not contribute to the targeted objective or synergetic effects. An acquisition therefore is insecure and may due to different factors have a material adverse effect on the financial condition and results of operation of the Group. The Group has operations in various countries including a number of developing countries in Africa and Asia.

As a result, the Group s entities may be involved in legal disputes, including disputes over projects or liability for damage and contractual disputes with suppliers and customers. Defending private actions due to operations and the Group s presence in various countries around the globe can be costly and time consuming. Other than the financial costs of defending these actions, governmental or quasi-governmental agencies may impose penalties for failures to comply with laws, rules or regulations. In addition to financial penalties, the Group could be sanctioned, as a result of which it may be unable to operate in certain countries or be forced to incur substantial costs to comply with the applicable laws and regulations.

The costs and losses associated with administrative proceedings and litigation could have a material adverse effect on the Group s business, financial condition results of operations. The Group has various intellectual property rights, including patents, trademarks, company names and company signs, including logos, that are important to the Group s business as it relies on a combination of patent, design and trademark registrations and other intellectual property laws to establish and protect intellectual property rights.

Such intellectual property protection is often only available for a limited period of time, and certain protections may expire in a particular country but continue to be in force in other countries. While the Group attempts to obtain broad patent and trademark protection by corresponding registrations, in certain instances it may not apply for, or may fail to obtain, adequate protection in certain countries in which the products and services are sold. Any failure to obtain or adequately protect the intellectual property, due to statutory or other restrictions or prior third party rights, among There can be no assurance that the Group will be able to secure intellectual property rights in the future or that the intellectual property rights currently held will be upheld as valid if challenged.

In the event that third parties infringe intellectual property rights, the Group would have to defend those rights. This could result in lengthy litigation or administrative proceedings and significant litigation costs. Such defense may also require significant time, effort and other resources that could otherwise be devoted to its business operations. There is also a risk that third parties, including competitors and, in the case of unfair competition claims, consumer protection organizations or competition authorities or associations, may claim that products, trademarks, company marks particularly company names or other designations, communications or activities infringe, or have infringed, such third parties intellectual property rights particularly patent, trademark or company sign rights or applicable legal provisions on unfair competition.

In the event of such a claim, the Group may also be required to spend significant time and effort and incur significant litigation costs to defend itself, regardless of whether the claim has merit or not. Furthermore, any such claims, lawsuits and proceedings could result in significant payments to compensate for damages or the necessity to enter into license agreements under economically unfavorable conditions.

In addition, any such lawsuits, proceedings and other claims could lead to injunctions against the Group or a subsidiary that may cause lost sales and revenues or even significant restrictions and disruption to its business and operations. If any of the risks above materialized, it could have a material adverse effect on the Group s business, financial condition, results of operations and prospects.

In each of the jurisdictions in which the Group operates and will operate, it has to comply with laws, regulations and administrative policies which relate to inter alia environmental protection and safety standards but also employment including pensions , anti-corruption, bribery, economic and trade sanctions e. The Group's ability to operate its business is contingent on the Group's ability to comply with these laws and regulations and to obtain, maintain and renew as necessary related approvals, permits and licenses from governmental agencies and authorities in the countries in which the Group operates.

As the laws and regulations governing the Group's operations, and the legal interpretations of these laws and regulations, are not uniform across the countries in which the Group operates, it is exposed to the costs and administrative difficulties involved in keeping itself informed of new and evolving legislation and regulations that span many jurisdictions. Because of the complexities involved in ensuring compliance with different and sometimes inconsistent national and international regulatory regimes, there can be no assurance that the Group will remain in compliance with all of the regulatory and licensing requirements imposed on it in each relevant jurisdiction.

Additionally, the Group's failure to comply with regulations that affect its staff, such as health and safety regulations, could affect its ability to attract and retain staff see "If the Group fails to retain and attract qualified and experienced employees, its business may be harmed".

The Group could also incur civil liabilities such as abatement and compensation for loss in amounts in excess of, or that are not covered by, the Group's insurance see also "The Group may not maintain sufficient insurance coverage for the risks associated with the operation of its business". In addition, important official permits in favour of the Group might not be given or renewed or might be revoked. The Group s current and anticipated future operations, including further business development activities, require permits from various federal, state, provincial, territorial, and local governmental authorities.

R-Logitech S.A.R.L. Prospectus

There can be no assurance that all permits, which future projects of the Group require for the conduct of services, will be obtainable on reasonable terms, or at all. Delays or failure to obtain such permits, or a failure to comply with the terms of any such permits that the Group has obtained, could have a material adverse effect on the Group s financial condition and results of operations.

In addition, changes to existing regulations or tariffs or the introduction of new regulations or licensing requirements which may be retrospective are beyond the Group's control and may be influenced by political or commercial considerations not aligned with the Group's interests. Any such regulations, tariffs or licensing requirements could materially and adversely affect the Group's business by reducing its revenue, increasing its operating costs or both and the Group Further or future tariff reductions at one or more of the Group's terminals could have a negative effect on the Group's results of operations.

Finally, any expansion of the scope of the regulations governing the Group's environmental obligations, in particular, would likely involve substantial additional costs, including costs relating to maintenance and inspection, development and implementation of emergency procedures and insurance coverage or other financial assurance of the Group's ability to address environmental incidents or external threats. If the Group is unable to control the costs involved in complying with these and other laws and regulations, or recover the full amount of such costs from its customers, the Group's business, results of financial condition and operation could be materially and adversely affected.

The compliance of environmental laws and liability risks connected to environmental damages and polluted areas might cause substantial costs. The Group s operations are subject to a number of international, national and local environmental regulations and any actual of perceived infraction of those regulations by the Group may incur significant liability or reduce or terminate operations.

In particular, the Group is subject to restrictions on emissions to air, land and water and any non-compliance with the restrictions could have a material adverse effect on the Group s financial condition and results of operations. Such actions could include, but are not limited to, document fraud, port bribes, fraudulent commission agreements, facilitation payments and bribes to get access to exclusive business. Whether deliberate or not, such actions could potentially put the Group at risk for both legal liabilities and reputational damage.

Furthermore, involvement in potential non-compliance proceedings and investigations could harm the Group s reputation and that of the management, which may lead to the loss of customers and have a negative impact on the Group s efforts to compete for new customers. Foreign Corrupt Practices Act FCPA which also applies to foreign firms and persons who cause, directly or through agents, an act in furtherance of such a corrupt payment to take place within the territory of the United States of America, a growing number of countries are intensifying their efforts towards fighting corruption.

The Group is continuously working to ensure such adequate procedures to prevent fraudulent behavior from individuals inside, or with connections to, the Group are implemented and repeatedly reinforced in all levels of the organisation.

Special offers and product promotions

However, should the Group fail to meet applicable regulation it could potentially trigger criminal, civil and employment sanctions. Ensuing attention from the media could further increase reputation risk. Consequently, the reputational risk of employees acting beyond or without the mandate of the Group could be detrimental to the Group's ability to retain and attract customers, as well as key personnel see If the Group fails to retain and attract qualified and experienced employees, its business may be harmed.

  1. ?
  2. The Sense of an Ending: Studies in the Theory of Fiction with a New Epilogue (Bryn Mawr).
  3. Ovien takana: Runoja (Finnish Edition).
  4. ?
  5. Lesson Plans Praisesong for the Widow?
  6. !
  7. As a consequence of non-compliance with anti-bribery provisions such as the Bribery Act, the FCPA or specific regional provisions for instance in Africa, governmental agencies or third parties may impose penalties against the Group or the management. The realization of any of the above risks may have a material adverse effect on the Group s business, financial condition and results of operations.

    As a corporation with subsidiaries in different tax jurisdictions, the Issuer s effective tax rate is subject to taxation and legislation as well as jurisdiction and administration. Should the fiscal environment or the tax rates change in jurisdictions where the Issuer and its subsidiaries conduct their business operations, this may increase the tax burden and may have a material adverse effect on the Group s financial condition and results of operations.

    Since its formation in , the Issuer has not been subject of any tax assessment by a tax authority. In addition, none of the Group s material entities have been assessed in respect of tax for the period up to and including There can be Similar risks apply to unfavourable social insurance audits. Any such event may have a material adverse effect on the Group s financial condition and operating results. If the subsidiaries are unable to distribute sufficient profits to the Issuer this could have materially detrimental impact on the ability of the Issuer to make payments and may have a material adverse effect on the Group s financial condition and operating results.

    Insolvencies of the Issuer's subsidiaries would have a negative impact on the Issuer. The Issuer acts as a holding company of the corporate group and holds shares in its operating subsidiaries. In the event of a bankruptcy of any of its subsidiaries, the Issuer would be ranked as subordinated creditor i. Furthermore, in the case of an insolvency, the market participants' assessment of the creditworthiness of debtors in general or about debtors operating in the same business as the Issuer, might change negatively.

    This could affect the business, financial condition and results of operations of the Issuer and the Group in general and could in turn, adversely affect the financial ability of the Issuer with respect to the repayment of the principal amount and interest with respect to the Notes. Being the managing director of both the Parent Company and the Issuer and a signficant beneficial shareholder of Cycorp First Investment Ltd. In addition, the interests of the Parent Company or its shareholder may substantially deviate from, or conflict with, the Issuer s interests or the interests of the Noteholders.

    There is no assurance that the Parent Company or its shareholder will exercise its influence over the Company in a way that serves the Issuer s interests or the Issuer s Noteholders. Hence, the interests of Mrs. This could have adverse effects on the the Group s financial condition and operating results assets, and the ability of the Issuer to fulfill its payments under the terms and conditions of the Notes. Any investor should, in particular: Investments by certain investors are subject to investment laws and regulations and the supervision or regulation by certain authorities.

    Any potential investor should consult a financial advisor to determine if and to what extent i the Notes constitute a suitable investment for such an investor, ii the Notes may be used as collateral for different forms of borrowing, and iii other restrictions are applicable to any purchase or pledging of the Notes. Financial institutions should consult their legal advisors or regulator to determine how the Notes are to be classified according to applicable risk capital rules or comparable provisions. However, there is a risk that a liquid secondary market for the Notes will not develop or, if it does develop, that it will not remain liquid in the future.

    The mere fact that the Notes will be listed does not necessarily mean that the Notes will be more liquid in comparison to OTC-traded notes. In an illiquid market, all investors are exposed to the risk of not being able to sell their Notes at a fair market price. In addition, the sale of the Notes may be subject to further restrictions in certain countries. Due to this inclusion the Issuer is obliged to fulfil certain listing obligations and behavioural standards.

    Non-compliance with these listing obligations and behavioural standards will generally lead to different legal consequences that ultimately might include the suspension and removal of the Notes from trading. As a consequence, Noteholders might not be able to trade or face difficulties to trade their Notes. The development of the Notes market price depends on various factors, such as changes of interest levels, the policy of central banks, general economic developments, the rate of inflation as well as the level of demand for the Notes.

    Thus, Noteholders are exposed to the risk of a detrimental development in the prices of the Notes in connection with the sale of the Notes prior to their final redemption date.

    If, however, Notes are held by the Noteholder until the Redemption Date, they will be redeemed in accordance with their Terms and Conditions. If one or more of the risks described herein would lower the probability that the Issuer will be able to comply with its obligations under the Notes, the price of the Notes will fall. Even if the probability that the Issuer will be able to comply with its obligations under the Notes does not decrease, market participants may form a different view, causing the price of the Notes to fall.

    Moreover, the market participants assessment of the creditworthiness of institutional borrowers, in As a consequence, the price of the Notes might fall. New or amended accounting rules could lead to adjustments of the balance sheet items of the Issuer. This could change the market participants perception as regards the creditworthiness of the Issuer. As a consequence, there is the risk that the price of the Notes falls. The Noteholders are exposed to the risk of an unfavourable price movement in the Notes, which may arise when selling the Notes prior to the final redemption date.

    The Notes are denominated in Euro. If the Euro is a foreign currency to a Noteholder, such Noteholder is exposed to exchange rate fluctuations, which may affect the return on the Notes. Exchange rate fluctuations may be caused by various factors including, macroeconomic factors, speculations and interventions by central banks or governments. Furthermore, as has occurred in the past, governments or monetary authorities may impose foreign exchange controls that may detrimentally affect the exchange rate.

    As a result thereof, Noteholders may receive less principal or interest than expected or no principal or interest at all. Furthermore, the issuer is solely an holding company. The Notes are unsecured and the Issuer is solely a holding company. Noteholders may in case of the insolvency of an operative subsidiary only claim secondary satisfaction from the assets involved in the insolvency proceedings. In addition, the Notes are financial investments, which are not subject to any legal deposit protection e.

    In case of an insolvency of the Issuer, the Noteholders have the same rank as other non-preferential creditors of the Issuer pursuant to the applicable insolvency code. Eine weitere treibende Entwicklung ist die Internationalisierung der Rechnungslegung. Durch eine einheitliche Rechnungslegung erhoht sich die Vergleichbarkeit mit internationalen Unternehmen. In diesem Zusammenhang soll auch die betriebliche Altersversorgung an internationale Standards angepasst werden.

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