Obligation Swiss Rück 6.3024% ( XS0293392105 ) en GBP

Swiss Rück

100 % ▼

Pays-bas

XS0293392105 ( en GBP )

6.3024% par an ( paiement annuel )

Perpétuelle - Obligation échue

Prospectus brochure de l'obligation Swiss Re XS0293392105 en GBP 6.3024%, échue

50 000 GBP

500 000 000 GBP

Swiss Re est une société de réassurance suisse leader mondial, offrant des solutions de réassurance et de capital-investissement aux assureurs et aux autres institutions financières.

L'Obligation émise par Swiss Rück ( Pays-bas ) , en GBP, avec le code ISIN XS0293392105, paye un coupon de 6.3024% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le Perpétuelle

Prospectus
ELM B.V.
(Incorporated for an unlimited duration with limited liability in The Netherlands
and having its corporate seat in Amsterdam, The Netherlands)
£500,000,000 6.3024% Perpetual Step-Up Notes
secured over the
£500,000,000 6.3024% Perpetual Subordinated Step-Up Loan
Notes
of
Swiss Reinsurance Company
15,000,000,000 Secured Note Programme
SERIES 101
Joint Bookrunning Lead Managers
Barclays Capital
Deutsche Bank
UBS Investment Bank
Co-Lead Managers
HSBC
Morgan Stanley
The Royal Bank of Scotland
The date of this Prospectus is 23 March 2007

This Prospectus (as used herein, this "Prospectus") is prepared in connection with the EUR 15,000,000,000
Secured Note Programme (the "Programme") of ELM B.V. (the "Issuer") and is issued in conjunction with the
Programme Memorandum dated 29 July 2005 relating to the Programme and the supplemental Programme
Memorandum dated 28 April 2006 (together, the "Programme Memorandum"). The Programme Memorandum
constitutes a base prospectus for the purpose of the Luxembourg law dated 10 July 2005 on Prospectuses for
Securities. Application has been made to list the Notes on the official list of the Luxembourg Stock Exchange
and for such Notes to be admitted to the EuroMTF Market of the Luxembourg Stock Exchange. The Programme
Memorandum is incorporated by reference herein and, accordingly, forms part of this Prospectus. In the event of
any inconsistency between the Programme Memorandum and any other part of this Prospectus, such other part of
this Prospectus shall prevail. See "Terms of the Notes" for certain definitions of terms used below. The
Programme Memorandum is available for viewing, and copies may be obtained from, the offices of the Paying
Agents, UBS AG, London Branch, 100 Liverpool Street, London EC2M 2RH and Dexia Banque Internationale à
Luxembourg, société anonyme, 69 route d'Esch, L-1470 Luxembourg.
This Prospectus may only be used for the purposes for which it has been published. The Issuer, having made
all reasonable enquiries, confirms that this Prospectus contains all information regarding the Issuer and the Notes
that is material in the context of the issue and offering of the Notes, that such information contained in this
Prospectus is true and accurate in every material respect and is not misleading, that the opinions and intentions
expressed in this Prospectus are honestly held and that there are no other facts the omission of which makes any
statement, whether of fact or opinion, contained herein misleading. The Issuer accepts responsibility for such
information contained in this Prospectus accordingly.
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended, (the
"Securities Act") and are subject to U.S. tax law requirements, and may not be offered or sold in the United
States (as defined in Regulation S ("Regulation S") under the Securities Act) or to, or for the account or the
benefit of, U.S. persons (as defined in Regulation S) unless the Notes are registered under the Securities Act or
an exemption from the registration requirements of the Securities Act is available. For a description of certain
restrictions on offers and sales of the Notes and on the distribution of this Prospectus, see "Subscription and
Sale" below and the section of the Programme Memorandum entitled "Subscription and Sale".
None of the Trustee or the Managers have separately verified the information contained herein.
Accordingly, no representation, warranty or undertaking, express or implied, is or will be made and no
responsibility or liability is or will be accepted by the Trustee or the Managers as to the accuracy or completeness
of the information contained in this Prospectus or any other information provided by the Issuer in connection
with the Notes. Furthermore, in relation to the issue of the Notes and save as required by all applicable laws, no
representation, warranty or undertaking, express or implied is or will be made and no responsibility or liability to
any holder of Notes is or will be accepted by the issuer of the Charged Assets ("Swiss Re" or the "Charged
Assets Issuer") as to the accuracy or completeness of the information contained in this Prospectus or any other
information provided by the Issuer in connection with the Notes.
No person is, has been or will be authorised to give any information or to make any representation not
contained in or not consistent with this Prospectus or any other information supplied in connection with the
Notes and, if given or made, such information or representation must not be relied upon as having been
authorised by the Issuer, the Trustee or any of the Managers or any other person.
Neither this Prospectus nor any other information supplied in connection with the Notes (i) is intended to
provide the basis of any credit or other evaluation or (ii) should be considered as a recommendation or as
constituting an invitation or offer by the Issuer, the Trustee or any of the Managers that any recipient of this
Prospectus or other information supplied in connection with the Notes should purchase any Notes. Each investor
contemplating purchasing any Notes should make its own independent investigation of the financial condition
and affairs, and its own appraisal of the creditworthiness, of the Issuer and the Charged Assets Issuer. Neither
this Prospectus nor any other information supplied in connection with the Notes constitutes an offer or invitation
by or on behalf of the Issuer, the Trustee or any of the Managers or any other person to any person to subscribe
for or to purchase the Notes.
Neither the delivery of this Prospectus nor the offering, sale or delivery of the Notes shall at any time or in
any circumstances imply that the information contained herein or therein concerning the Issuer is correct at any
time subsequent to the date hereof or thereof (as the case may be) or that any other information supplied in
connection with the Notes is correct as of any time subsequent to the date indicated in the document containing
the same. The Trustee and the Managers expressly do not undertake to review the financial condition or affairs of
2

the Issuer or the Charged Assets Issuer while the Notes are outstanding. Investors contemplating purchasing any
Notes should review, inter alia, the most recent financial statements, if any, of the Issuer and the Charged Assets
Issuer when deciding whether or not to purchase any Notes.
This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Notes in any
jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. The
distribution of this Prospectus and the offer or sale of Notes may be restricted by law in certain jurisdictions. The
Issuer, the Trustee and the Managers do not and will not represent that this Prospectus may be lawfully
distributed, or that the Notes may be lawfully offered, in compliance with any 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 or will be taken
by the Issuer, the Trustee or the Managers which would permit a public offering of the Notes or distribution of
this Prospectus in any jurisdiction where action for that purpose is required. Accordingly, the Notes may not be
offered or sold, directly or indirectly, and neither this Prospectus 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 Prospectus or Notes come must
inform themselves about, and observe, any such restrictions. In particular, there are restrictions on the
distribution of this Prospectus and the offer and sale of Notes in the United States (or to or for the account or
benefit of U.S. persons), the United Kingdom, The Netherlands and other jurisdictions (see "Subscription and
Sale" below and the section of the Programme Memorandum entitled "Subscription and Sale").
This document is directed only at persons who (i) are outside the United Kingdom or (ii) have professional
experience in matters relating to investments or (iii) are persons falling within Articles 49(2)(a) to (d) ("high net
worth companies, unincorporated associations etc.") of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (all such persons being referred to as "relevant persons"). This document must not be
acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which
this communication relates is available only to relevant persons and will be engaged in only with relevant
persons.
The distribution of this document in other jurisdictions may be restricted by law and persons into whose
possession this document comes should inform themselves about, and observe any such restrictions. Any failure
to comply with these restrictions may constitute a violation of U.S. securities laws or the laws of any such other
jurisdictions.
The Notes will be issued in bearer form and therefore are subject to U.S. tax law requirements and may not
be offered, sold or delivered within the United States or its possessions or to United States persons, except in
certain transactions permitted by U.S. tax regulations. Terms used in this paragraph have the meanings given to
them by the U.S. Internal Revenue Code and the regulations promulgated thereunder.
Any prospective purchaser of the Notes should ensure that it understands the nature of the Notes and the
extent of its exposure to risk and that it considers the suitability of the Notes as an investment in the light of its
own circumstances and financial condition. In particular, the Notes are secured limited recourse securities, the
value and return in respect of which is dependent on the performance of the Charged Assets. Accordingly, among
other risks, investors will be exposed to the credit risk of the Charged Assets Issuer and the terms of the Charged
Assets. Prospective purchasers of Notes must read all of this Prospectus (including the document annexed
to this Prospectus and the Programme Memorandum incorporated by reference herein), paying particular
attention to the section of this Prospectus entitled "Risk Factors" and the section of the offering
memorandum relating to the Charged Assets annexed to, and forming part of, this Prospectus entitled
"Risk Factors".
All references in this Prospectus to "sterling", "pounds sterling", "GBP" and "£" are to the lawful
currency of the United Kingdom.
In connection with the issue of the Notes, UBS Limited (the "Stabilising Manager") (or any persons
acting on behalf of the Stabilising Manager) may over-allot Notes or effect transactions with a view to
supporting the market price of the Notes at a level higher than that which might otherwise prevail.
However, there is no assurance that the Stabilising Manager (or persons acting on behalf of the Stabilising
Manager) will undertake stabilisation action. Any stabilisation action, if begun, may be ended at any time,
but it must end no later than the earlier of 30 days after the issue date of the Notes and 60 days after the
date of the allotment of the Notes.
3

TABLE OF CONTENTS
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5
TERMS OF THE NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
17
SWISS TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
18
SUBSCRIPTION AND SALE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
19
GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
20
ANNEX . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
A-1
4

RISK FACTORS
Investor Suitability
The purchase of the Notes may involve substantial risks. Each prospective purchaser of the Notes should be
familiar with instruments having characteristics similar to the Notes and should fully understand the terms of the
Notes and the nature and extent of its exposure to risk of loss.
Before making an investment decision, prospective purchasers of the Notes should conduct such
independent investigation and analysis regarding the Issuer, the Charged Assets Issuer and all other relevant
persons and such market and economic factors as they deem appropriate to evaluate the merits and risks of an
investment in the Notes. However, as part of such independent investigation and analysis, prospective purchasers
of the Notes should consider carefully all the information set out in this Prospectus (including the offering
memorandum in relation to the Charged Assets (the "Charged Assets Offering Memorandum") annexed to,
and forming part of, this Prospectus and the Programme Memorandum incorporated by reference into this
Prospectus) and the considerations set out below.
Investment in the Notes is only suitable for investors who have the knowledge and experience in financial
and business matters necessary to enable them to evaluate the information contained in this Prospectus (including
the information annexed to and incorporated by reference in this Prospectus) and the merits and risks of an
investment in the Notes in the context of the investor's own financial circumstances and investment objectives.
No assurance as to the availability of a secondary market for the Notes can be given. Prospective purchasers
of the Notes should therefore recognise that they may not be able to make any transfer of the Notes for a
substantial period of time, if at all. Investment in the Notes is therefore only suitable for investors who are
capable of bearing the economic risk of an investment in the Notes for their full term and are not acquiring the
Notes with a view to a potential resale, distribution or other disposition at some future date.
None of the Issuer, the Trustee or the Managers nor any affiliate of any of them or other person on their
behalf has made any investigation of, or makes any representation or warranty, express or implied, as to (i) the
credit quality or transferability of the Charged Assets, (ii) the existence or financial or other condition of the
Charged Assets Issuer or the Charged Assets or (iii) whether the Charged Assets constitute legal, valid and
binding obligations of the Charged Securities Issuer.
Investment Considerations Associated with the Charged Assets
The Charged Assets in respect of the Notes comprise unsecured £500,000,000 6.3024% Perpetual
Subordinated Step-Up Loan Notes issued by Swiss Re. The ability of the Issuer to meet its obligations under the
Notes will be dependent upon the payment of interest and principal due on the Charged Assets. Accordingly,
Noteholders are exposed to, among other things, the terms of the Charged Assets and the creditworthiness of the
Charged Assets Issuer in respect of the Charged Assets. In particular, to the extent that the Charged Assets Issuer
is subject to any financial difficulties, laws relating to bankruptcy, moratorium, reorganisation or similar
processes may apply which could result in the Charged Assets Issuer defaulting or making partial payment on the
Charged Assets which will result in the Issuer being unable to meet its obligations under the Notes. The Charged
Assets Offering Memorandum, which is annexed to, and forms a part of, this Prospectus, and the risk factors set
out in such document should be considered carefully in relation to the Notes.
Limited Recourse
The Notes constitute secured, limited recourse obligations of the Issuer, recourse in respect of which will be
limited to the proceeds of the Charged Assets and the other Mortgaged Property relating to the Notes and no
other assets of the Issuer will be available to satisfy claims of Noteholders. The Notes are not obligations of, or
guaranteed in any way by, the Charged Assets Issuer or any Manager.
Reliance on Cashflows from Charged Assets
The payments made on the Charged Assets are the only source of payment on the Notes. The stated interest
rate in respect of the Notes is 6.3024% until 25 May 2019 and, thereafter, the Notes bear interest at a floating
rate. However, interest will be payable under the Notes only to the extent that interest is paid under the terms of
the Charged Assets. In particular, interest may be deferred in certain circumstances pursuant to the terms of the
5

Charged Assets, in which case the Issuer will not be able to pay interest under the Notes to the extent of such
deferral and for as long as such deferral is continuing. In certain circumstances, interest on the Charged Assets
that is deferred may be cancelled. The Issuer will pay deferred interest to Noteholders, but only to the extent that
amounts of deferred interest are received from the Charged Assets Issuer.
The terms of the Notes provide for capitalisation of deferred interest. However, the terms of the Charged
Assets do not provide for capitalisation of deferred interest. Accordingly, while the amount of interest due under
the Notes at any time may be greater than the amount of interest due under the Charged Assets as a result of
capitalisation of deferred interest, the Issuer's obligation in respect of interest shall be to pay no more than
amounts of interest received by it from time to time under the Charged Assets at the time such amounts are
received by the Issuer and all claims in respect of any such shortfall shall, upon redemption, be extinguished.
The Issuer will not have any source of income to fund principal other than principal amounts received by the
Issuer under the Charged Assets. Accordingly, regardless of the outstanding principal amount of the Notes as at
the final redemption date, the amount payable upon redemption of the Notes shall be equal to the amount payable
upon redemption of the Charged Assets and the excess of the outstanding principal amount of the Notes over the
redemption amount actually payable shall be written off and no Noteholder shall have any claim for such
written-off amount.
Redemption of the Notes
The Notes are perpetual securities and accordingly, there is no Maturity Date. However, the Notes will fall
due for redemption by payment of an amount described above under "Reliance on Cashflows from Charged
Assets" when the Charged Assets fall due for redemption. Prospective Noteholders should read the Charged
Assets Offering Memorandum and understand the circumstances in which the Charged Assets may fall due for
redemption.
No Recourse against Charged Assets Issuer
An investment in the Notes is not the same as an investment directly in the Charged Assets. Investors in the
Notes will not have rights in or against the Charged Assets and will have no recourse against the Charged Assets
Issuer. Investors must recognise that it is likely that the only assets which will be available to the Issuer to meet
any claims against it by Noteholders will be the assets which comprise the security for the Notes. In particular,
the proceeds of the Managers' Security Interest (as defined in item 26(vi)(A) of the Terms of the Notes set out in
this Prospectus) will, in the event that the Managers' Security Interest becomes enforceable, be held by the
Trustee on behalf of the Managers and applied in respect of any Managers' Claims (also as defined in such item
26(vi)(A)). Such proceeds will only be available to the Issuer to satisfy any claims of Noteholders to the extent
not otherwise required to satisfy all Managers' Claims.
Furthermore, if the Charged Assets Issuer should default in the performance of any of its obligations under
the Charged Assets, no Noteholder shall be entitled to proceed against the Charged Assets Issuer. In the event of
a payment default under the Charged Assets or the Charged Assets becoming due and repayable for any reason
other than following the exercise of an early redemption option thereunder, then the Notes shall become due and
repayable and security for the Notes shall become enforceable. Upon security becoming enforceable, the Trustee
may in its discretion or as directed by holders of at least one-fifth in aggregate principal amount of the Notes or
by an Extraordinary Resolution of Noteholders, on being indemnified and/or secured to its satisfaction, but
without liability as to the consequence of such action and without having regard to the effect of such action on
individual Noteholders, realise the Charged Assets and the other Mortgaged Property in respect of the Notes. In
doing so, the Trustee may attempt to sell the Charged Assets (as to which see applicable restrictions on transfers
of Charged Assets under "Transfer of Charged Assets", below) or take such action as may be appropriate against
the Charged Assets Issuer. Any such action brought by the Trustee against the Charged Assets Issuer shall be
taken by the Trustee, acting as agent for the Issuer and not as trustee for the Noteholders and no Noteholder shall
be entitled to give directions to the Trustee in relation to the manner in which any such action is pursued against
the Charged Assets Issuer. In no circumstances will any Charged Assets be delivered to any Noteholder.
If the Trustee fails to take enforcement action within a reasonable period of time, investors in the Notes will
have no right to take possession of the Charged Assets or to take any action against the Charged Assets Issuer.
However, the Noteholders have the power, exercisable by Extraordinary Resolution, to remove the Trustee
provided that a successor is appointed.
6

Transfer of Charged Assets
No assurance as to the availability of a liquid secondary market for the Charged Assets can be given or as to
the price at which they would be sold upon the security for the Notes becoming enforceable. In particular, certain
transfer restrictions apply in respect of the Charged Assets which restrict their ownership to Qualifying Banks (as
defined in the Charged Assets Offering Memorandum) or one Permitted Non-Qualifying Lender (as defined in
the Charged Assets Offering Memorandum). The Issuer is currently the one Permitted Non-Qualifying Lender.
The market value of the Charged Assets, if they were ever sold following the security for the Notes becoming
enforceable, may be less than would be the case were the Charged Assets fully transferable.
Tender Offer/Exchange Offer
The terms of the Notes provide that in certain circumstances (as set out in the Special Conditions below) the
Issuer may participate in a Tender Offer or an Exchange Offer (each, as defined in the Special Conditions below)
with respect to the Charged Assets. If, in such circumstances, the Charged Assets Issuer defaults in the
performance of its payment or delivery obligations under the terms of the Tender Offer or the Exchange Offer,
then all the Notes will become subject to mandatory early redemption upon which the security for the Notes shall
become enforceable. Accordingly, Noteholders must recognise that they will be exposed to the risk of default by
the Charged Assets Issuer in respect of any such offer, regardless of whether or not they participate in an ELM
Tender Offer or an ELM Exchange Offer (each, as defined in the Special Conditions below). Any ELM Tender
Offer or ELM Exchange Offer is subject to any terms or conditions required by the Trustee and, for as long as the
Notes are listed on the official list of the Luxembourg Stock Exchange and admitted to trading on the EuroMTF
Market of the Luxembourg Stock Exchange, all applicable rules and regulations of the Luxembourg Stock
Exchange.
Independent Review and Advice
Each prospective Noteholder must determine, based on its own independent review and such legal, business
and tax advice as it deems appropriate under the circumstances, that its acquisition of the Notes (i) is fully
consistent with its financial needs, objectives and condition, (ii) complies and is fully consistent with all
investment policies, guidelines, authorisations and restrictions (including as to its capacity) applicable to it,
(iii) has been duly approved in accordance with all applicable laws and procedures and (iv) is a fit, proper and
suitable investment for it, undertaken for a proper purpose.
Legality of Purchase
None of the Issuer, the Trustee or the Managers or any affiliate of any of them or other person on their
behalf has or assumes responsibility for the lawfulness of the acquisition of the Notes by a prospective purchaser
of the Notes, whether under the laws of the jurisdiction of its incorporation or the jurisdiction in which it operates
(if different), or for compliance by that prospective purchaser with any law, regulation or regulatory policy
applicable to it.
No Reliance
The Issuer, the Trustee or the Managers and all affiliates of any of them disclaim any responsibility to
advise purchasers of the Notes of the risks and investment considerations associated with the purchase of the
Notes as they may exist at the date hereof or from time to time hereafter. Noteholders may not at any time rely on
any of the Issuer, the Trustee or the Managers or any affiliate of any of them or any person on their behalf to
monitor whether or not a default or an event or circumstances which, with the giving of notice, the passage of
time or making of any determination, could constitute a default has occurred under the Charged Assets.
No Restrictions on Activities
Any of the Issuer, the Trustee or the Managers and any affiliate of any of them or other person on their
behalf may have existing or future business relationships (including depository, lending, advisory or any other
kind of commercial or investment banking activities or other business) with the Charged Assets Issuer or any
affiliate of the Charged Assets Issuer and may purchase, sell or otherwise deal in any assets or obligations of, or
relating to, any such party. Any of the Issuer, the Trustee or the Managers and any affiliate of any of them or
other person on their behalf may act with respect to any such business, assets or obligations without regard to any
possible consequences for the Charged Assets Issuer, the Notes or any Noteholder (or the impact of any such
dealing on the interests of any Noteholder) or otherwise.
7

Provision of Information
Any of the Issuer, the Trustee or the Managers or any affiliate of any of them or any other person acting on
their behalf may at the date hereof or at any time hereafter be in possession of information in relation to the
Charged Assets Issuer or the Charged Assets (which may or may not be publicly available or confidential). None
of such persons shall be under any obligation to make any such information available to Noteholders or any other
party.
Taxation
Each Noteholder will assume and be solely responsible for any and all taxes of any jurisdiction or
governmental or regulatory authority, including, without limitation, any state or local taxes or other like
assessment or charges, that may be applicable to any payment to it in respect of the Notes. Neither the Issuer nor
any other person will pay any additional amounts to the Noteholders to reimburse them for any tax, assessment
or charge required to be withheld or deducted from payments in respect of the Notes by the Issuer or by the
Principal Paying Agent, although such requirement will give rise to an obligation to redeem the Notes early in
the circumstances described in the terms of the Notes.
Credit Ratings
The Notes and the Charged Assets are rated securities. Credit ratings of debt securities represent the rating
agencies' opinions regarding their credit quality and are not a guarantee of quality. Rating agencies attempt to
evaluate the safety of principal and interest payments and do not evaluate the risks of fluctuations in market
value; therefore, credit ratings may not fully reflect the true risks of an investment. Also, rating agencies may fail
to make timely changes in credit ratings in response to subsequent events, so that an issuer's current financial
condition may be better or worse than a rating indicates. Also, rating agencies may change their rating
methodology which could adversely affect the rating of the Notes.
Legal Opinions
Whilst legal opinions relating to the issue of the Notes have been obtained with respect to English law and
Dutch law, no such opinions have been obtained with respect to any other applicable laws, including the laws of
Switzerland or as to the validity, enforceability or binding nature of the Charged Assets as against the Charged
Assets Issuer.
8

TERMS OF THE NOTES
The Notes designated as above (the "Notes") shall have the following "Terms" which shall complete,
modify and amend the Master Conditions (July 2005 Edition) (as set out in the Issuer's Programme
Memorandum under the heading "Terms and Conditions of the Notes"), which shall apply to the Notes as so
completed, modified and amended. References to "Conditions" or "Condition" shall, unless otherwise provided,
mean references to the Terms and Conditions of the Notes. Unless the context otherwise requires, expressions
used herein and not otherwise defined herein or in the Conditions shall have the meanings given to them in the
terms and conditions of the Charged Assets.
1.
(i)
Issuer:
ELM B.V.
(ii)
Arranger:
In relation to the Notes, there is no Arranger. Pursuant to a
subscription agreement dated
March 2007 (the "Subscription
Agreement") between the managers listed below (the "Managers")
and the Issuer, the Managers have agreed, subject to the satisfaction of
certain conditions, to subscribe for the Notes at the Issue Price. The
Managers are:
Joint Bookrunning Lead Managers:
Barclays Bank PLC;
Deutsche Bank AG, London Branch; and
UBS Limited.
Co-Lead Managers:
HSBC Bank plc;
Morgan Stanley & Co. International Limited; and
The Royal Bank of Scotland plc.
Each reference in the Conditions to the Arranger shall be construed
as a reference to the Managers.
2.
(i)
Series Number:
101.
(ii)
Tranche Number:
Not applicable.
3.
Principal Amount:
The principal amount of the Notes is GBP £500,000,000. The
aggregate outstanding principal amount of the Notes shall, from
time to time, increase by an amount equal to any increase in the
outstanding principal amount of Charged Assets pursuant to the
terms thereof. Any such increase shall be effective as of the Interest
Payment Date on which the relevant increase in the outstanding
principal amount of the Charged Assets occurs. The Issuer shall
promptly notify the Noteholders of the same in accordance with
Condition 14.
4.
Issue Price:
100.00 per cent.
5.
Net proceeds:
GBP 497,500,000.
6.
Authorised Denomination:
GBP 50,000.
7.
(i)
Issue Date:
27 March 2007.
(ii)
Interest Commencement
Issue Date.
Date:
8.
Maturity Date:
The Notes are perpetual securities and, accordingly, there is no
Maturity Date. The Notes shall be redeemed on the Business Day next
following the due date for redemption of the Charged Assets for an
amount equal to their outstanding principal amount together with
accrued interest on the Notes up to the due date for redemption of the
Charged Assets; provided always that, on the date on which the
9

Notes are due to be redeemed, the aggregate outstanding principal
amount of the Notes shall be reduced to an amount equal to the
amount of principal payable under the Charged Assets minus an
amount equal to the difference between (i) the accrued interest due
on the Notes on the relevant redemption date and (ii) the accrued
interest due on the Charged Assets on their relevant redemption
date, and the outstanding principal amount of each Note shall be
reduced proportionately.
9.
Interest Basis:
Fixed Rate as provided in item 12 below in respect of the period
from and including the Issue Date, to but excluding 25 May 2019
and thereafter Floating Rate as provided in item 13 below.
10.
Status of the Notes:
(i)
Status of the Notes:
Secured and limited recourse obligations of the Issuer ranking pari
passu without any preferences amongst themselves secured as set
out under Security below and subject to the priority set out under
Priority below. (See also, in particular, Condition 10 as set out in
the Programme Memorandum incorporated by reference herein).
(ii)
Priority:
Noteholder Priority (see Condition 4(d)). For the avoidance of
doubt, Noteholder Priority shall only apply in relation to the
application of the proceeds of enforcement of the security for the
Notes and shall not apply to the application of the proceeds of
enforcement of the Managers' Security Interest (as defined in item
26(vi) below). The proceeds of enforcement of the Managers'
Security Interest shall be applied first in meeting the expenses and
remuneration and any other amounts due to the Trustee (both in its
capacity as trustee of the Managers and the Noteholders and in its
capacity as agent of the Issuer in the circumstances described in
item 26(vi)(B) below) including in respect of any liabilities
incurred, or to any receiver appointed pursuant to the relevant
Constituting Instrument including in respect of any liabilities
incurred and thereafter in meeting the claims of the Managers pari
passu and rateably under the Subscription Agreement.
11.
Listing:
Application has been made to list the Notes on the official list of the
Luxembourg Stock Exchange and for such Notes to be admitted to
trading on the EuroMTF Market of the Luxembourg Stock Exchange
on the Issue Date.
12.
Fixed Rate Provisions:
Applicable in respect of the Interest Payment Dates specified below.
(i)
Interest Rate:
6.3024 per cent. per annum.
(ii)
Interest Payment Dates:
25 May and 25 November in each year, commencing on 25
November 2007 to and including 25 May 2019, each such date
subject to adjustment in accordance with the Business Day
Convention; provided that each Interest Amount shall not actually
be payable until the Business Day immediately following each
Interest Payment Date.
(iii)
Calculation Amount:
The definition of Calculation Amount in Condition 6 shall apply;
provided that if the aggregate outstanding principal amount of the
Notes is reduced pursuant to the second paragraph of item (vii)
below on any day other than an Interest Payment Date, the
Calculation Amount in respect of each Note shall be an amount
equal to the sum of the Calculation Amount on each day during the
relevant Interest Period divided by the number of days in that
Interest Period.
(iv)
Relevant Business Day:
Means, for the purposes of these Fixed Rate Provisions, a day (other
than a Saturday or a Sunday) on which banks and foreign exchange
markets are open for business in London and Zurich (each, a
"Business Day").
10