Obligation AIV S.A 1.31% ( LU1091655222 ) en EUR

AIV S.A

1589 % ⇌

Luxembourg

LU1091655222 ( en EUR )

1.31% par an ( paiement annuel )

19/12/2024

Prospectus brochure de l'obligation AIV S.A LU1091655222 en EUR 1.31%, échéance 19/12/2024

17/12/2023 ( Dans 82 jours )

L'Obligation émise par AIV S.A ( Luxembourg ) , en EUR, avec le code ISIN LU1091655222, paye un coupon de 1.31% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 19/12/2024

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OFFERING CIRCULAR DATED 14 DECEMBER 2015
AIV S.A.
(incorporated as a public limited liability company (société anonyme)
under the laws of the Grand Duchy of Luxembourg)
EUR13,000,000 Profit Participation Certificates Due 2024
Issue Price: EUR1,000 Per Participation Certificate
The EUR13,000,000 Profit Participation Certificates due 2024 (the Certificates) have been issued by
AIV S.A., a public limited liability company (société anonyme) incorporated under the laws of the Grand
Duchy of Luxembourg (Luxembourg), having its registered office at 9b, boulevard Prince Henri, L-1724
Luxembourg, registered with the Luxembourg trade and companies register (registre de commerce et des
sociétés, Luxembourg) under number B 127.762 (the Company), subject, as a regulated securitisation
undertaking, to the provisions of the Luxembourg act dated 22 March 2004 on securitisation, as amended
(the Securitisation Act 2004) and acting in respect of the Compartment (as defined below) (the Issuer).
The Certificates are governed by the terms and conditions set out in this Offering Circular (the Conditions).
Each Certificate has a nominal value of EUR1,000. On the Issue Date (as defined in the Conditions), the
Certificates have been issued in global bearer form only. The global note representing the Certificates is
exchangeable for definitive Certificates only in limited circumstances.
The Certificates have been issued in respect of a separate compartment 15 created by the board of directors
of the Company (the Compartment). The Compartment is a separate part of the Company's assets and
liabilities. The Compartment Assets (as defined below) are exclusively available to satisfy the rights of the
Certificateholders and the rights of the creditors whose claims have arisen as a result of the creation, the
operation or the liquidation of the Compartment, as contemplated by the articles of incorporation of the
Company (the Articles).
The Certificates constitute unsecured obligations of the Issuer and rank pari passu among themselves. The
rights of the Certificateholders (as defined below) under the Certificates are subordinated to the rights of all
other creditors of the Issuer which have arisen in connection with the Compartment and which are not
subordinated, or ranking pari passu with the Certificates, under the relevant contractual agreement.
In accordance with the terms and conditions of the Certificates (the Conditions), the holders of the
Certificates (the Certificateholders and each a Certificateholder) are entitled to receive a fixed-rate annual
interest payable in accordance with Condition 8. Furthermore, in the case of the redemption of the
Certificates on the Termination Date or the Early Redemption Date and, for the avoidance of doubt, in
addition to any accrued interest payments, the Certificateholders will be paid the higher of (i) EUR250 per
Certificate minus the applicable costs and (ii) the relevant portion of the Liquidation Proceeds Repayment
Amount (as defined in the Conditions), subject to the detailed provisions of Condition 12. The payment of
any amounts due to the Certificateholders in respect of the Certificates will at all times be subject to the
available assets held in the Compartment.
The net issue proceeds of the Certificates have been used by the Issuer as follows: (i) EUR800,543.82 has
been retained as cash (the Underlying Cash) and may be invested in money market instruments of
exchange-traded funds (the Money Market Instruments), (ii) EUR12,000,000 has been used to purchase 1
share having the nominal value of EUR12,000,000 (Underlying Share 1 and, together with the Underlying
Cash and the Money Market Instruments (if any), the Collateral Assets) in SKI Beteiligungsgesellschaft
mbH (Share Issuer 1) and (iii) approximately EUR134,456.18 has been used to pay expenses and interest
0087238-0000019 LU:9857144.6

accrued on the Certificates. Underlying Share 1 held by the Issuer represents 99,79 per cent. of the issued
share capital of Share Issuer 1. The Collateral Assets, together with any amounts received by the Issuer in
connection therewith, have been allocated to the Compartment.
Share Issuer 1 holds 2,959,251 shares having the aggregate nominal value of EUR1 (Underlying Shares 2)
in Franconofurt AG (Share Issuer 2). Underlying Shares 2 held by Share Issuer 1 represent approximately
41 per cent. of the issued share capital of Share Issuer 2. The Collateral Assets and Underlying Shares 2 are
collectively referred to hereinafter as the Underlying Assets.
By subscribing to, or otherwise acquiring, the Certificates, the Certificateholders acknowledge and
agree, and will be deemed to have acknowledged and agreed, that the financial servicing of the
Certificates and any payments under the Certificates will depend exclusively on payments received by
the Issuer under or in connection with the Collateral Assets.
This Offering Circular does not comprise a prospectus for the purposes of Article 3 of Directive
2003/71/EC (the Prospectus Directive) as amended (which includes the amendments made by Directive
2010/73/EC). This Offering Circular has been prepared solely in order to allow the Certificates to be
offered in circumstances which do not impose an obligation on the Issuer to publish or supplement a
prospectus under the Prospectus Directive. No prospectus is required in accordance with the
Prospectus Directive in relation to offers of the Certificates under this Offering Circular.
This Offering Circular may only be used for the purposes for which it has been published.
Application has been made to the Luxembourg Stock Exchange in its capacity as competent authority under
Part IV of the Luxembourg law dated 10 July 2005 on prospectuses for securities, as amended (the
Prospectus Act 2005) for the approval of this Offering Circular as a prospectus for the purposes of article 61
of the Prospectus Act 2005. Application has also been made to the Luxembourg Stock Exchange for the
Certificates issued under the Programme to be admitted to the Official List of the Luxembourg Stock
Exchange and to trading on the Euro MTF market operated by the Luxembourg Stock Exchange. The Euro
MTF market is not a regulated market for the purposes of Directive 2004/39/EC.
This Offering Circular has not been approved by and will not be submitted for approval to the Commission
de Surveillance du Secteur Financier of Luxembourg (CSSF). The Certificates may not be offered or sold to
the public in Luxembourg, directly or indirectly, and neither this Offering Circular nor any other circular,
prospectus, form of application, advertisement, communication or other material may be distributed, or
otherwise made available in or from, or published in, Luxembourg except (i) for the sole purpose of the
admission to trading of the Certificates on the Euro MTF market and listing of the Certificates on the Official
List of the Luxembourg Stock Exchange and in circumstances which do not constitute an offer of securities
to the public pursuant to the Prospectus Act 2005 or (ii) in other circumstances which do not constitute an
offer of securities to the public within the meaning of the Prospectus Act 2005.
The Certificates are admitted to trading and listed on the unregulated open-market segment (Freiverkehr) of
the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse).
Certificateholders, by subscribing to or otherwise acquiring the Certificates, expressly accept, and
shall be deemed to be bound by, the provisions of the Securitisation Act 2004 and in particular, the
provisions on limited recourse, non-petition, subordination and priority of payments, which are
embedded in the Conditions of the Certificates.
The Conditions are complex. An investment in the Certificates is suitable only for experienced and
financially sophisticated investors who are in a position to evaluate the risks and who have sufficient
resources to be able to bear any losses which may result from such investment. Before subscribing to
or otherwise acquiring any Certificates, prospective investors should specifically ensure that they
understand the structure of, and the risk inherent to, the Certificates and should specifically consider
the risk factors set out under the section "Risk Factors" below.
0087238-0000019 LU:9857144.6
2

The Issuer accepts responsibility for the information contained in this Offering Circular and, to the best of its
knowledge (having taken all reasonable care to ensure that such is the case) the information contained in the
Offering Circular is in accordance with the facts and does not omit anything likely to affect the import of
such information.
The information contained in the sections "Risk Factors", "Description of the Parties" and "Description of
Underlying Share 1 and Underlying Shares 2" of this Offering Circular (other than the information relating
to the Issuer) has been provided by Oaklet GmbH, with registered office at Bettinastrasse 61, 60325,
Frankfurt am Main, Federal Republic of Germany (Germany), or has been reproduced from publicly
available information, such as the homepage of Share Issuer 2 and the homepage of the Bundesanzeiger
Verlag GmbH, Share Issuer 1 Articles, Share Issuer 2 Articles (all relevant terms as defined below), the
respective semi-annual reports and annual reports of Share Issuer 1 and Share Issuer 2. The Issuer confirms
that such information has been accurately reproduced and that, so far as it is aware, and is able to ascertain
from such information, no facts have been omitted which would render the reproduced information
materially inaccurate or misleading.
This Offering Circular is to be read in conjunction with all documents which are deemed to be incorporated
herein by reference (see the section "Documents Incorporated by Reference" below). This Offering Circular
should be read and construed on the basis that such documents are incorporated by reference and form part
of the Offering Circular.
No person is or has been authorised by the Issuer to give any information or to make any representation not
contained in or not consistent with this Offering Circular or any other information supplied in connection
with the offering of the Certificates and, if given or made, such information or representation must not be
relied upon as having been authorised by the Issuer.
Neither this Offering Circular or its delivery nor any other information supplied in connection with the
offering, sale or delivery of the Certificates (a) is intended to provide the basis of any credit or other
evaluation or (b) should be considered as a recommendation by the Issuer that any recipient of this Offering
Circular or any other information supplied in connection with the offering, sale, or delivery of the
Certificates should purchase any Certificates. Each investor contemplating acquiring any Certificates should
make its own independent investigation of the financial condition and affairs, and its own appraisal of the
creditworthiness, of the Issuer, the Share Issuer 1 and Share Issuer 2. Save for the approval of the Offering
Circular by the Luxembourg Stock Exchange and save as described herein, neither this Offering Circular nor
any other information supplied in connection with the offering of the Certificates constitutes an offer or
invitation by or on behalf of the Issuer to any person to subscribe to, or otherwise acquire, any Certificates.
Neither the delivery of the Offering Circular nor the offering, sale or delivery of the Certificates shall in any
circumstances imply that the information contained herein concerning the Issuer is correct at any time
subsequent to the date hereof or that any other information supplied in connection with the offering of the
Certificates is correct as of any time subsequent to the date indicated in the document containing the same.
THE CERTIFICATES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED, (THE SECURITIES ACT) AND ARE SUBJECT
TO U.S. TAX LAW REQUIREMENTS. SUBJECT TO CERTAIN EXCEPTIONS, THE CERTIFICATES
MAY NOT BE OFFERED, SOLD OR DELIVERED WITHIN THE UNITED STATES OR TO U.S.
PERSONS. FOR A FURTHER DESCRIPTION OF CERTAIN RESTRICTIONS ON THE OFFERING
AND SALE OF THE CERTIFICATES AND ON DISTRIBUTION OF THIS DOCUMENT, SEE THE
SECTION "SUBSCRIPTION AND SALE" BELOW.
This Offering Circular does not constitute an offer to sell or the solicitation of an offer to buy the Certificates
in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction.
The distribution of this Offering Circular and the offer or sale or delivery of the Certificates may be
restricted by law in certain jurisdictions. The Issuer does not represent that this Offering Circular may be
lawfully distributed, or that the Certificates may be lawfully offered or sold, in compliance with any
0087238-0000019 LU:9857144.6
3

applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption available
thereunder, or assume any responsibility for facilitating any such distribution or offering. In particular, no
action has been taken by the Issuer which is intended to permit an offering to the public or sale of the
Certificates or the distribution of this Offering Circular in any jurisdiction where action for that purpose is
required. Accordingly, no Certificates may be offered or sold, directly or indirectly, and neither this Offering
Circular nor any advertisement or other offering material may be distributed or published in any jurisdiction,
except under circumstances that will result in compliance with any applicable laws and regulations. Persons
into whose possession this Offering Circular or any Certificates may come must inform themselves about,
and observe, any such restrictions on the distribution of this Offering Circular and the offering and sale of
the Certificates. In particular, there are restrictions on the distribution of this Offering Circular and the offer
or sale of Certificates in the United States, the European Economic Area including Germany (please see the
section "Subscription and Sale" below).
All references in the Offering Circular to euro, EUR and refer to the currency introduced at the start of the
third stage of the European economic and monetary union pursuant to the Treaty on the Functioning of the
European Union, as amended. All references in the Offering Circular to business day(s), unless specified
otherwise, are references to Business Day(s) (as defined below).
References to the Issuer may, where relevant and if the context so requires, be construed as a reference to the
Company.
0087238-0000019 LU:9857144.6
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CONTENTS
RISK FACTORS.................................................................................................................................................7
1.
RISK FACTORS RELATING TO THE COMPANY ..........................................................................7
2.
RISK FACTORS RELATING TO THE CERTIFICATES.................................................................11
3.
RISK FACTORS RELATING TO THE MARKETS GENERALLY ................................................14
4.
RISK FACTORS RELATING TO SHARE ISSUER 2 AND UNDERLYING SHARES 2 ..............15
DOCUMENTS INCORPORATED BY REFERENCE ...................................................................................20
1.
COMPANY HISTORICAL FINANCIAL INFORMATION .............................................................20
2.
HISTORICAL FINANCIAL INFORMATION OF SHARE ISSUER 1 ............................................21
3.
HISTORICAL FINANCIAL INFORMATION OF SHARE ISSUER 2 ............................................21
TRANSACTION OVERVIEW ........................................................................................................................23
USE OF PROCEEDS........................................................................................................................................24
CONDITIONS OF THE CERTIFICATES.......................................................................................................25
1
DEFINITIONS.....................................................................................................................................25
2
ISSUANCE OF PARTICIPATION CERTIFICATES........................................................................29
3
SUBORDINATION.............................................................................................................................29
4
GENERAL TERMS OF THE PARTICIPATION CERTIFICATES..................................................29
5
SECURITISATION ACT 2004...........................................................................................................30
6
GLOBAL PARTICIPATION CERTIFICATE....................................................................................30
7
SPECIFIC PROVISIONS IN RELATION TO THE PARTICIPATION CERTIFICATES IN
DEFINITIVE FORM ...........................................................................................................................31
8
INTEREST...........................................................................................................................................31
9
ISSUE OF FURTHER PARTICIPATION CERTIFICATES .............................................................32
10
MISCELLANEOUS ............................................................................................................................32
11
PURCHASE OF PARTICIPATION CERTIFICATES.......................................................................32
12
TERM, REPAYMENT AND LIQUIDATION ...................................................................................32
13
PAYING AGENT AND CALCULATION AGENT ..........................................................................33
14
ANNOUNCEMENTS AND NOTICES ..............................................................................................35
15
TAXATION.........................................................................................................................................35
16
SALE OF PARTICIPATION CERTIFICATES .................................................................................35
17
MEETINGS OF CERTIFICATEHOLDERS ......................................................................................35
18
PRESCRIPTION..................................................................................................................................36
19
GOVERNING LAW AND JURISDICTION ......................................................................................37
DESCRIPTION OF THE PARTIES.................................................................................................................38
1.
ISSUER................................................................................................................................................38
2.
SHARE ISSUER 1...............................................................................................................................41
3.
SHARE ISSUER 2...............................................................................................................................42
4.
AGENTS..............................................................................................................................................43
DESCRIPTION OF UNDERLYING SHARE 1 AND UNDERLYING SHARES 2 ......................................45
1.
UNDERLYING SHARE 1 ..................................................................................................................45
2.
UNDERLYING SHARES 2 ................................................................................................................45
TAXATION ......................................................................................................................................................46
1.
GENERAL TAXATION INFORMATION ........................................................................................46
2.
LUXEMBOURG TAXATION............................................................................................................46
3.
GERMAN TAXATION.......................................................................................................................49
SUBSCRIPTION AND SALE..........................................................................................................................52
GENERAL INFORMATION ...........................................................................................................................53
1.
AUTHORISATION.............................................................................................................................53
2.
ISSUE DATE.......................................................................................................................................53
3.
LISTING AND ADMISSION TO TRADING....................................................................................53
4.
CLEARING SYSTEMS ......................................................................................................................53
5.
DOCUMENTS AVAILABLE.............................................................................................................53
6.
SIGNIFICANT OR MATERIAL CHANGE.......................................................................................54
7.
LITIGATION AND ARBITRATION .................................................................................................54
8.
STATUTORY AUDITOR...................................................................................................................54
0087238-0000019 LU:9857144.6
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9.
POST-ISSUANCE TRANSACTION INFORMATION.....................................................................54
0087238-0000019 LU:9857144.6
6

RISK FACTORS
Prospective investors in the Issuer and the Certificates should ensure that they fully understand the
nature of the Certificates, as well as the extent of their exposure to risks associated with an investment
in the Certificates. They should consider the suitability of an investment in the Certificates in light of
their own particular financial, fiscal and other circumstances. In particular, prospective investors
should be aware that the Certificates and the Underlying Assets may decline in value and should be
prepared to sustain a substantial or total loss of their investment in the Certificates and ensure that
their acquisition is fully consistent with their financial needs and investment policies, is lawful under
the laws of the jurisdiction of their incorporation and/or in which they operate, and is a suitable
investment for them to make.
The Issuer believes that the following factors may affect its ability to fulfil its obligations under the
Certificates. All of these factors are contingencies which may or may not occur and the Issuer is not in
a position to express a view on the likelihood of any such contingency occurring.
In addition, factors which are material for the purpose of assessing the market risks associated with
the Certificates and Underlying Share 1 and Underlying Shares 2 are described below. The Issuer
believes that the factors described below represent the principal risks inherent in investing in the
Certificates, Underlying Share 1 and Underlying Shares 2, but the inability of the Issuer to pay
principal or other amounts under or in connection with the Certificates may occur for other reasons,
which may not be or may not have been considered significant risks by the Issuer based on
information currently available to it or which it may not currently be able to anticipate. Prospective
investors should also read the detailed information set out elsewhere in this Offering Circular and
reach their own views prior to making any investment decision.
1.
RISK FACTORS RELATING TO THE COMPANY
1.1
Company is a special purpose vehicle
The Issuer's sole business is the raising of money by issuing securities for the purposes of acquiring
assets or risks relating to assets generally.
1.2
Securitisation Act 2004 and compartments generally
(a)
The Company is established as a securitisation undertaking (société de titrisation) within the
meaning of the Securitisation Act 2004 and falls under the supervision of the CSSF pursuant to
Chapter 2 of the Securitisation Act 2004. The board of directors of the Company (the Board) may
establish one or more compartments (within the meaning of articles 62 et seq. of the Securitisation
Act 2004), each of which is a separate and distinct part of the Company's estate (patrimoine) and
which may be distinguished by the nature of acquired risks or assets, the terms and conditions of the
obligations incurred in relation to the relevant compartment, their reference currency or other
distinguishing characteristics.
(b)
By subscribing to, or otherwise acquiring, the Certificates, the Certificateholders will, and shall be
deemed to, fully adhere to, and be bound by, the the Articles. The text of the Articles in force as of
the date of this Offering Circular have been filed with the Luxembourg trade and companies register
and are available for inspection at the Luxembourg trade and companies register during normal
business hours. As and when restated versions (statuts coordonnés) of the Articles are produced,
such restated versions will be filed with the Luxembourg trade and companies register and will be
available for inspection. Each amendment to the Articles will be published in the official gazette in
Luxembourg, the Mémorial.
0087238-0000019 LU:9857144.6
7

1.3
The Compartment relating to the Certificates
(a)
With respect to the Certificates, the Board has established a separate compartment called
Compartment 15. Pursuant to the Securitisation Act 2004, claims against the Issuer by the
Certificateholders and of the other Compartment Parties (as defined below) will be limited to the net
assets of the Compartment. If the Compartment is liquidated, its assets shall be applied in
accordance with the Conditions of the Certificates.
(b)
The Board shall establish and maintain separate accounting records for the Compartment in order to
ascertain the rights of Certificateholders and of the other Compartment Parties in respect of the
Compartment for the purposes of the Articles and the Conditions, such accounting records being
conclusive evidence of such rights in the absence of proven manifest error.
(c)
The assets of the Compartment (the Compartment Assets) shall include the following rights and
assets of the Issuer:
(i)
the proceeds of the issue of the Certificates, to the extent not applied in making payment
under the agreements entered into by the Issuer in connection with the issue of the
Certificates and the acquisition of Underlying Share 1 and the Money Market Instruments (if
any) (the Transaction Documents and each a Transaction Document);
(ii)
the Collateral Assets; and
(iii)
the rights, title and interest of the Issuer in, to and under each of the Transaction Documents.
(d)
The proceeds of the Underlying Share 1 are available for payment and distribution to the
Certificateholders only after payment of the Payable Costs (as defined in below) in accordance with
the applicable priority of payments.
Payable Costs means the sum of the Transaction Costs and the Operational Costs. If the Issuer is not
in a position to determine the exact amount of Payable Costs, it is entitled to create an accounting
provision to account for the Payable Costs that the Issuer is likely to incur in the future (the
Provision). The Provision will be determined by the Issuer in its sole discretion.
Operational Costs means the Pro Rata Costs in relation to the Certificates allocated and/or to be
allocated to the Compartment.
Operational General Costs means any operational costs (such as, audit costs, corporate services
costs, registration costs, publication costs, costs relating to the convening and holding of general
meetings or any other costs generally payable by the Company in connection with its business) as
well as direct and indirect taxes and duties that are incurred and will be incurred by the Company
and that cannot be allocated to a specific compartment created from time to time by the Company.
Operational General Costs shall be allocated by the Company, on a half yearly basis in arrear, to all
the existing compartments (including the Compartment), on an equal basis and pro rata temporis for
compartments in existence within such half year, where the relevant issue documentation does not
exclude that Operational General Costs may be borne by a specific compartment (the Pro Rata Costs).
The Company is entitled to create a budget for Operational General Costs that the Company is likely to
incur in the future and for which the amount can be determined or approximated upfront (the Budget).
The Company can divide such Budget in monthly instalments (the Instalments) and take account of
such Instalments in the determination of Operational General Costs.
Transaction Costs means (a) the Custody Fee (as defined in the Conditions), (b) the Calculation
Agent Remuneration Amount (as defined in the Conditions), (c) any costs, fees and disbursements
that the Issuer has incurred and will incur, directly or indirectly, in connection with the
Compartment, including, inter alia, costs, fees and disbursements in connection with (i) the
acquisition of the Collateral Assets, the sale and transfer of the Collateral Assets and, where
applicable, enforcement of the Collateral Assets, the issue of the Certificates and the redemption of
0087238-0000019 LU:9857144.6
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the Certificates (together, the Transactions), (ii) the appointment of any agent or servicer (in
connection with the Transactions), (iii) the setting-up, the management and the liquidation of the
Compartment and (iv) the making of tax claims and (d) all direct and indirect taxes and duties
payable by the Issuer in connection with the Compartment.
1.4
There may be other creditors in respect of the Compartment
(a)
Pursuant to the Securitisation Act 2004, the Compartment Assets are exclusively available to satisfy
the rights of the Certificateholders and the rights of any other creditor whose claims have arisen at
the occasion of the creation, the operation or the liquidation of the Compartment (the Compartment
Parties). The amounts payable or deliverable by the Issuer to the Compartment Parties under the
Transaction Documents are referred to as Compartment Liabilities.
(b)
The Issuer is not aware of any claims of persons other than the Compartment Parties that have arisen
or may in the future arise on terms that such claims would be entitled, under the Securitisation Act
2004, to be satisfied from the Compartment Assets. However, if such claims exist at the issue date of
the Certificates or will arise in the future, they may have a material and adverse effect on the value
of the Compartment Assets available to meet the claims of the Compartment Parties and the
Certificateholders, and therefore the Compartment Assets may not be sufficient to satisfy all
amounts scheduled to be paid to the Certificateholders and the Compartment Parties.
1.5
Limited recourse and non-petition
(a)
The rights of Certificateholders and other Compartment Parties to participate in the assets of the
Issuer are limited to the Compartment Assets. If the payments and/or deliveries received by the
Issuer in respect of the Compartment Assets are not sufficient to discharge all Compartment
Liabilities and the Certificateholders, the obligations of the Issuer in respect of the Compartment
Liabilities and the Certificates will be limited to the Compartment Assets. The Issuer will not be
obliged to make any further payments and/or deliveries to any Compartment Parties and/or
Certificateholders in excess of the amounts received upon the realisation of the Compartment Assets.
Following the application of the proceeds of realisation of the Compartment Assets in accordance
with the Conditions of the Certificates and the Articles, the claims of the Certificateholders and any
other Compartment Parties for any shortfall shall be extinguished and the Certificateholders and the
other Compartment Parties (and any person acting on behalf of any of them) may not take any
further action to recover such shortfall.
(b)
In particular, no such party has the right to petition for the winding-up, the liquidation or the
bankruptcy of the Company as a consequence of any shortfall or to take any similar proceedings.
Failure to make payment in respect of any shortfall shall in no circumstances constitute an event of
default under the Conditions. Any shortfall under the Compartment shall be borne by the
Certificateholders and the Compartment Parties specified in the Conditions
(c)
The Certificateholders may be exposed to competing claims of other creditors of the Company, the
claims of which have not arisen in connection with the creation, the operation or the liquidation of
the Compartment if foreign courts, which have jurisdiction over assets of the Company allocated to a
compartment (such as, the Compartment) do not recognise the segregation of assets and the
compartmentalisation, as provided for in the Securitisation Act 2004. The claims of these other
creditors may affect the scope of assets which are available for the claims of the Certificateholders
and the Compartment Parties. If as a result of such claims, a shortfall arises, such shortfall will be
borne by the Certificateholders and the Compartment Parties specified in the Conditions.
1.6
Consequences of Winding-up Proceedings
(a)
The Company is structured to be an insolvency-remote vehicle. The Issuer will aim at contracting
with each Compartment Party with respect to Compartment Liabilities only upon terms that such
party agrees not to make application for the commencement of winding-up, liquidation and
0087238-0000019 LU:9857144.6
9

bankruptcy or similar proceedings against the Issuer. Legal proceedings initiated against the Issuer in
breach of these provisions shall, in principle, be declared inadmissible by a Luxembourg court.
(b)
Notwithstanding the foregoing, if the Company fails for any reason to meet its obligations or
liabilities (that is, if the Company is unable to pay its debts and may obtain no further credit), a
creditor who has not (and cannot be deemed to have) accepted non-petition and limited recourse
provisions in respect of the Company is entitled to make an application for the commencement of
insolvency proceedings against the Company. In that case, such creditor would, however, not have
recourse to the assets of any compartment but would have to exercise its rights on the general assets
of the Company unless its rights would arise in connection with the creation, operation or liquidation
of a specific compartment, in which case the creditor would have recourse to the assets allocated to
that compartment. Furthermore, the commencement of such proceedings may, in certain conditions,
entitle creditors to terminate contracts with the Company and claim damages for any loss created by
such early termination. The Company is insolvency-remote but under no circumstances insolvency-
proof.
1.7
No security interests
The Issuer has not created any security interest over Underlying Share 1 to secure its obligations in
respect of Compartment Liabilities and in respect of the Certificates and no such security interests
exist for the benefit of the Compartment Parties or the Certificateholders.
1.8
Reliance on third parties
The Issuer is party to contracts with a number of third parties who have agreed to perform a number
of services in relation to the Certificates. In particular, the Calculation Agent and the Paying Agent
have agreed to provide services with respect to the Certificates and the Transaction Documents.
If any such third party fails to perform its obligations under any relevant agreement, investors may
be adversely affected.
No assurance can be given that the creditworthiness of the parties to the Transaction Documents will
not deteriorate in the future. This may affect the performance of their respective obligations under
the respective Transaction Documents.
1.9
Potential conflicts of interest
The Compartment may create compartments under which it may invest in the same assets as, or in
similar assets to, already existing compartments. Furthermore, the investment policy of a
compartment set up by the Compartment may compete, as the case may be, or be in conflict with the
investment policy of other compartments set-up or to be set-up by the Compartment, as the case may
be. Investors do not have the right to switch from one compartment to another compartment or to
receive any compensatory payments whatsoever as a result of such competing investment policy.
The Calculation Agent or the Paying Agent or a member of its group, or any other person connected
with it may, when it performs the obligations in connection with the Certificates, have an interest,
relationship or arrangement that is material to, or may conflict with, such obligations. The
Certificateholders understand that neither the Calculation Agent or the Paying Agent nor a member
of its group shall be required to disclose such interests, relationships or arrangements to the
Certificateholders, or to account for or disclose any profit, charge, commission or other remuneration
arising in respect of such interests, relationships or arrangements, unless required by law.
The Calculation Agent, or the Paying Agent, or a member of its group, or some other person
connected with it may receive non-public information with respect to the Compartment Assets,
which is or may be of significance in relation to the Certificates. Neither the Calculation Agent and
the Paying Agent nor a member of its group, or any other person connected with it, intend to make
such information available to the Certificateholders, unless required by law.
0087238-0000019 LU:9857144.6
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