Obligation Swiss Rück 6.375% ( XS0901578681 ) en USD

Société émettrice Swiss Rück
Prix sur le marché 100 %  ▼ 
Pays  Suisse
Code ISIN  XS0901578681 ( en USD )
Coupon 6.375% par an ( paiement annuel )
Echéance 31/08/2024 - Obligation échue



Prospectus brochure de l'obligation Swiss Re XS0901578681 en USD 6.375%, échue


Montant Minimal 200 000 USD
Montant de l'émission 750 000 000 USD
Description détaillée 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 ( Suisse ) , en USD, avec le code ISIN XS0901578681, paye un coupon de 6.375% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 31/08/2024







PROSPECTUS
US$750,000,000 Limited Recourse Secured Notes due 2024
(the "Notes")
issued by
AQUARIUS + INVESTMENTS PLC
(the "Issuer")
(incorporated with limited liability in Ireland)
pursuant to the
U.S.$10,000,000,000
Limited Recourse Secured Debt Issuance Programme
(the "Programme")
and secured over
US$750,000,000 in principal amount of the Subordinated Contingent Write-off Loan Notes with a
scheduled maturity in 2024 of Swiss Reinsurance Company Ltd
(the "Loan Notes")
This prospectus (the "Prospectus") has been prepared, amongst other things, for the purpose of giving information with regard to the Issuer and the
Notes.
Claims of the Noteholders will be limited in recourse to the Mortgaged Property (excluding the Mortgaged Property subject to the
Managers' Security), consisting of, inter alia, the Charged Assets (as defined herein) and the Issuer's rights to acquire the Loan Notes under
the Loan Notes Purchase Agreement (as defined herein). In particular, the Notes will not be guaranteed by, or otherwise be the responsibility
of, the Loan Notes Issuer or any of its affiliates.
This Prospectus should be read and construed in conjunction with the sections of the base prospectus (the "Base Prospectus") dated 29 June 2012
relating to the Programme of (amongst others) the Issuer that are incorporated herein, subject to the terms of "Documents Incorporated by Reference"
below, and the Loan Notes Information Memorandum (as defined below).
See "Additional Risk Factors" on page 13 for a discussion of certain factors to be considered in connection with an investment in the Notes.
Application has been made to the Luxembourg Stock Exchange in its capacity as market operator of the Euro MTF market under the Luxembourg
Law on Prospectuses for Securities to approve this document as a prospectus in relation to the Notes. Upon such approval, application will be made
for the Notes to be listed on the Official List of the Luxembourg Stock Exchange and to be admitted to trading on the Luxembourg Stock Exchange's
Euro MTF market (the "Euro MTF Market"). There can be no assurance that such listing or admission to trading will be granted or, if granted, will
be maintained. The Euro MTF Market is not a regulated market for the purposes of the Markets in Financial Instruments Directive 2004/39/EC. This
Prospectus comprises a prospectus with regards to the Issuer and the Notes for the purposes of the rules and regulations of the Luxembourg Stock
Exchange, but does not constitute a prospectus for the purposes of Article 5 of Directive 2003/71/EC, as amended.
The Notes will initially be represented by interests in a temporary Global Note in bearer form (a "Temporary Global Note") without interest
coupons, which will be deposited with a common depositary on behalf of Euroclear Bank S.A./N.V. ("Euroclear") and Clearstream Banking, société
anonyme ("Clearstream, Luxembourg") on 12 March 2013 (the "Issue Date"). Beneficial interests in the Temporary Global Note will be
exchangeable for beneficial interests in a permanent Global Note in bearer form (a "Permanent Global Note" and, together with the Temporary
Global Note, the "Global Notes"), without interest coupons, on the later of (i) 40 days after the date on which the Temporary Global Note is issued
and (ii) expiry of the applicable Distribution Compliance Period (as defined in Regulation S under the Securities Act) (the "Exchange Date"), upon
certification as to non-U.S. beneficial ownership. Interests in the Permanent Global Note will be exchangeable for definitive Notes only in certain
limited circumstances--see the section of the Base Prospectus headed "Form of the Notes" on pages 29 to 32 of the Base Prospectus, which is
incorporated by reference into this Prospectus.
THE NOTES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT. THE NOTES MAY NOT BE
OFFERED, SOLD OR DELIVERED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS
DEFINED IN REGULATION S UNDER THE SECURITIES ACT), EXCEPT IN A TRANSACTION EXEMPT FROM, OR NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE NOTES ARE NOT BEING OFFERED IN THE UNITED STATES
OR TO U.S. PERSONS. THE ISSUER HAS NOT REGISTERED AND WILL NOT REGISTER UNDER THE INVESTMENT COMPANY ACT.
Arranger of the Programme
BNP PARIBAS
Joint Lead Managers
BNP PARIBAS
BOFA MERRILL
CREDIT SUISSE
HSBC
THE ROYAL BANK
LYNCH
OF SCOTLAND
Co-Managers
COMMERZBANK
MITSUBISHI UFJ SECURITIES
OVERSEA-CHINESE BANKING
CORPORATION LIMITED
The date of this Prospectus is 8 March 2013


This Prospectus has been prepared by the Issuer solely in connection with the offering of the Notes as
described herein. Save as provided in the following paragraph, the Issuer accepts responsibility for the
information contained in this Prospectus accordingly and the documents incorporated by reference as
described in the section of this Prospectus headed "Documents Incorporated by Reference -- Documents
relating to the Issuer and the Programme" below. The Issuer declares that, having taken all reasonable care
to ensure that such is the case, the information contained in that part of this Prospectus for which it is
responsible and the documents incorporated by reference for which it is responsible as described in the
section of this Prospectus headed "Documents Incorporated by Reference -- Documents relating to the
Issuer and the Programme" below are, to the best of its knowledge, in accordance with the facts and contain
no omission likely to affect its import.
This Prospectus incorporates by reference the documents listed under "Documents Incorporated by
Reference -- Documents relating to the Issuer and the Programme" below. For the avoidance of doubt, it
includes the form of the information memorandum in respect of the Loan Notes (as defined below) (the
"Loan Notes Information Memorandum"), which is set out in the Appendix hereto. The information set
out in the Appendix has been accurately reproduced from information published by Swiss Reinsurance
Company Ltd (the "Loan Notes Issuer"). So far as the Issuer is aware and is able to ascertain from
information so published, no facts have been omitted from the Loan Notes Information Memorandum which
would render the reproduced or incorporated information inaccurate or misleading. To the best of the
knowledge and belief of the Issuer (which has taken reasonable care to ensure that such is the case), the Loan
Notes Information Memorandum contains any and all information concerning the Loan Notes Issuer and
Swiss Re Ltd as the Issuer deems significant for the purposes of the Notes. Other than as provided for above,
the Issuer shall have no responsibility for the information contained in the Loan Notes Information
Memorandum. Terms used but not otherwise defined in this Prospectus shall have the meanings given to
them in the Loan Notes Information Memorandum.
None of the Trustee, the Managers' Trustee, the Enforcement Agent or any of the Joint Lead Managers or the
Co-Managers named on the cover page of this Prospectus (together, the "Managers" or the "Dealers") has
separately verified all of the information contained in this Prospectus or the documents incorporated by
reference as described in the section of this Prospectus headed "Documents Incorporated by Reference --
Documents relating to the Issuer and the Programme" below. 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, the Managers' Trustee, the Enforcement Agent or any Dealer as to the accuracy or completeness
of the information contained in this Prospectus or the documents incorporated by reference as described in
the section of this Prospectus headed "Documents Incorporated by Reference -- Documents relating to the
Issuer and the Programme" below. The statements made in this paragraph are made without prejudice to the
responsibility of the Issuer in relation to 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, the Managers' Trustee, the Enforcement Agent or any Dealer.
Neither this Prospectus nor any other information supplied in connection with the Notes (a) is intended to
provide the basis of any credit or other evaluation or (b) should be considered as a recommendation or as
constituting an invitation or offer by the Issuer, the Trustee, the Managers' Trustee, the Enforcement Agent
or any Dealer, 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 Loan Notes Issuer (see the sections of this Prospectus and the Base Prospectus headed
"Additional Risk Factors" and "Risk Factors", respectively, for a discussion of certain factors to be
considered in connection with an investment in the Notes).
2


The delivery of this Prospectus or any other information supplied in connection with the Notes or the
offering, sale or delivery of any Notes will not 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, the
Managers' Trustee, the Enforcement Agent and the Dealers expressly do not undertake to review the
financial condition or affairs of the Issuer or the Loan Notes Issuer.
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 such an 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, the Managers' Trustee, the Enforcement Agent and the Dealers do 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. Accordingly, the Notes may not be offered or sold, directly or indirectly, and neither this
Prospectus nor any advertisements 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 any Notes come must inform themselves
about, and observe, any such restrictions. See the section of the Base Prospectus headed "Subscription and
Sale".
The Notes have not been approved or disapproved by the U.S. Securities and Exchange Commission, any
state securities commission in the United States or any other U.S. regulatory authority, nor has any of the
foregoing authorities passed upon or endorsed the merits of the offering of Notes or the accuracy or the
adequacy of this Prospectus. Any representation to the contrary is a criminal offence in the United States.
Unless otherwise specified or the context requires, references to "Euro", "euro", "EUR" and "" are to the
currency introduced at the start of the third stage of European economic and monetary union pursuant to the
Treaty establishing the European Community, as amended, references to "CHF" are to the lawful currency
of Switzerland and references to "US Dollars", "USD" and "US$" are to the lawful currency of the United
States of America.
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IMPORTANT NOTICES
THE NOTES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR WITH ANY
SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE
UNITED STATES. THE NOTES MAY NOT BE OFFERED, SOLD OR RESOLD WITHIN THE UNITED
STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN
REGULATION S UNDER THE SECURITIES ACT ("REGULATION S")), EXCEPT IN A
TRANSACTION EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT. THE NOTES WILL BE OFFERED AND SOLD ONLY OUTSIDE THE
UNITED STATES TO NON­U.S. PERSONS IN COMPLIANCE WITH REGULATION S UNDER THE
SECURITIES ACT ("REGULATION S NOTES"). THE ISSUER HAS NOT REGISTERED AND WILL
NOT REGISTER UNDER THE INVESTMENT COMPANY ACT. INTERESTS IN THE NOTES WILL
BE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER. SEE THE SECTION OF THE BASE
PROSPECTUS ENTITLED "SUBSCRIPTION AND SALE". EACH PURCHASER OF THE NOTES IN
MAKING ITS PURCHASE WILL BE DEEMED TO HAVE MADE CERTAIN
ACKNOWLEDGEMENTS, REPRESENTATIONS AND AGREEMENTS AS SET OUT UNDER THE
SECTION OF THE BASE PROSPECTUS ENTITLED "SUBSCRIPTION AND SALE".
If you are in any doubt about the contents of this Prospectus you should consult your stockbroker, bank
manager, solicitor, accountant or other financial adviser. It should be remembered that the market value of
the Notes and the income from them can go down as well as up.
General Notice
EACH PURCHASER OF THE NOTES MUST COMPLY WITH ALL APPLICABLE LAWS AND
REGULATIONS IN FORCE IN EACH JURISDICTION IN WHICH IT PURCHASES, OFFERS OR
SELLS SUCH NOTES OR POSSESSES OR DISTRIBUTES THIS PROSPECTUS AND MUST OBTAIN
ANY CONSENT, APPROVAL OR PERMISSION REQUIRED FOR THE PURCHASE, OFFER OR SALE
BY IT OF SUCH NOTES UNDER THE LAWS AND REGULATIONS IN FORCE IN ANY
JURISDICTIONS TO WHICH IT IS SUBJECT OR IN WHICH IT MAKES SUCH PURCHASES,
OFFERS OR SALES, AND NEITHER THE ISSUER, NOR THE DEALERS SPECIFIED HEREIN
SHALL HAVE ANY RESPONSIBILITY THEREFOR.
THE NOTES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY
NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT
AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR
EXEMPTION THEREFROM AND PURSUANT TO AND IN ACCORDANCE WITH THE
RESTRICTIONS INDICATED ON THE NOTES. INVESTORS SHOULD BE AWARE THAT THEY
MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN
INDEFINITE PERIOD OF TIME.
An investment in the Notes is subject to significant and complex risks which may result in the value of the
Notes being highly volatile and in unexpected losses of unforeseen magnitude. No person should acquire
any Notes unless that person fully understands the nature of the relevant transaction, the nature of the risks
and the extent of that person's exposure to potential loss and has a valid business purpose for acquiring such
Notes and any investment in such Notes is consistent with such person's overall investment strategy. Each
prospective purchaser of the Notes should consider carefully whether the Notes it considers acquiring are
suitable for it in the light of such prospective purchaser's investment objectives, financial capabilities and
expertise. Prospective purchasers of the Notes should consult their own business, financial, investment,
legal, accounting, regulatory, tax and other professional advisers to assist them in determining the suitability
of the Notes for them as an investment. See "Risk Factors" in the Base Prospectus and "Additional Risk
Factors" in this Prospectus.
4


TABLE OF CONTENTS
Page
Summary......................................................................................................................................................6
Additional Risk Factors .............................................................................................................................. 13
Documents Incorporated by Reference........................................................................................................ 18
Additional Terms and Conditions ............................................................................................................... 20
Taxation ..................................................................................................................................................... 41
Aquarius + Investments plc......................................................................................................................... 45
General Information ................................................................................................................................... 47
Appendix
1.
Form of Loan Notes Information Memorandum ............................................................................. 49
5


SUMMARY
This summary must be read as an introduction to this Prospectus and any decision to invest in the Notes
should be based on a consideration of the Prospectus as a whole, including the documentation incorporated
herein by reference, and the risks described herein and therein.
THE NOTES
Issuer:
The Issuer of the Notes is Aquarius + Investments plc, a public
limited company incorporated with limited liability in Ireland.
The Issuer is established as a special purpose vehicle, the principal
activities of which are the acquisition of financial assets, the
issuance of financial instruments and related transactions.
Managers:
Joint Lead Managers:
BNP Paribas
Credit Suisse Securities (Europe) Limited
HSBC Bank plc
Merrill Lynch International
The Royal Bank of Scotland plc
Co-Managers:
Commerzbank Aktiengesellschaft
Mitsubishi UFJ Securities International plc
Oversea-Chinese Banking Corporation Limited
Notes:
US$750,000,000 Limited Recourse Secured Notes of the Issuer
secured over US$750,000,000 in principal amount of the
Subordinated Contingent Write-off Loan Notes with a scheduled
maturity in 2024 of Swiss Reinsurance Company Ltd (the "Loan
Notes Issuer").
Specified Denominations:
US$200,000 and integral multiples of US$1,000 in excess thereof.
Issue Price:
99.405 per cent.
Loan Notes:
US$750,000,000 6.375 per cent. Subordinated Contingent Write-
off Loan Notes with a scheduled maturity in 2024 (the "Loan
Notes").
The Loan Notes are issued by the Loan Notes Issuer pursuant to an
information memorandum dated 8 March 2013 (the "Loan Notes
Information Memorandum").
Charged Assets:
The Loan Notes and any assets and/or other property derived
therefrom.
6


Redemption:
Unless previously redeemed or purchased and cancelled, and
subject to no Contingent Write-off Notice (as defined in the Loan
Notes Information Memorandum) having been delivered to the
Issuer, each Note will be redeemed at its principal amount
outstanding on the Maturity Date.
Except where a notice of redemption has been delivered by or on
behalf of the Loan Notes Issuer pursuant to Loan Notes Conditions
4.2 or 4.3, if a Trigger Event (as defined in the Loan Notes
Conditions) occurs and is continuing (as evidenced by the absence
of any public statement by the Loan Notes Issuer that the Trigger
Event has been or will shortly be cured), the Loan Notes Issuer
shall deliver a Contingent Write-off Notice (which shall be
irrevocable) to the Issuer and the full principal amount of the Notes
will automatically be written down to zero and the Notes will be
cancelled. While unpaid interest that accrued on the Loan Notes up
to (but excluding) the Contingent Write-off Date (as defined in the
Loan Notes Conditions), and any Deferred Interest (as defined in
the Loan Notes Conditions) outstanding on the Contingent Write-
off Date, will (to the extent received by the Issuer) become due and
payable on the Notes, no further amounts in respect of principal,
interest or otherwise in respect of the Notes will be payable.
Interest:
On each date that the Issuer receives an amount in respect of
interest on the Loan Notes, including any Deferred Interest, it shall
apply such amounts in payment of the Note Interest Amounts on
the Notes, provided that if such day is not a Payment Day in
respect of the Notes such amounts shall be so applied on the
following Payment Day.
Noteholders' Security:
As security for its obligations in respect of the Notes, the Issuer
will grant security over, amongst other things, the Charged Assets,
its rights under the Custodial Services Agreement and the Agency
Agreement and its rights under the Loan Notes Purchase
Agreement except to the extent subject to the Managers' Security
(as defined in Annex 1 to the Additional Terms and Conditions).
The Loan Notes (which constitute the Charged Assets) will be
registered in the name of the Issuer and the definitive certificate
issued in respect thereof will be held by the Custodian pursuant to
the terms of the Custodial Services Agreement.
Managers' Security:
As security in respect of any claim a Manager may have against the
Issuer under the Subscription Agreement arising from any
representation, warranty, covenant or agreement given therein by
the Issuer regarding the Loan Notes, the Loan Notes Issuer and the
Loan Notes Information Memorandum prepared by the Loan Notes
Issuer in respect of the Loan Notes, the Issuer will grant security
over its rights in the Loan Notes Purchase Agreement (as defined
in paragraph 41 of the Additional Terms and Conditions) other than
its right to acquire the Loan Notes arising thereunder.
No Noteholder shall have any interest in the Mortgaged Property
subject to the Managers' Security, which shall not form part of the
Mortgaged Property subject to the Noteholders' Security. If the
Managers' Security becomes enforceable, the security for the Notes
7


shall not consequently become enforceable and the Notes shall not
be affected thereby and shall accordingly remain outstanding.
Priority of payments and limited Payments on the Notes following any enforcement of the
recourse:
Noteholders' Security will be made in accordance with a specified
priority of payments. Payments to holders of the Notes will be
subordinated to the claims of certain other creditors, including the
Trustee, the Managers' Trustee and the Agents. Payments on the
Notes are subject to limited recourse provisions.
Tax:
The Issuer will not be required to make any additional payment to
investors if it is required to withhold or deduct any amount on
account of tax from any payments on the Notes.
Listing, approval and admission to Application has been made to the Luxembourg Stock Exchange in
trading:
its capacity as market operator of the Euro MTF market under the
Luxembourg Law on Prospectuses for Securities to approve this
document as a prospectus in relation to the Notes. Upon such
approval, application will be made for the Notes to be listed on the
Official List of the Luxembourg Stock Exchange and to be
admitted to trading on the Luxembourg Stock Exchange's Euro
MTF market (the "Euro MTF Market"). The Euro MTF Market
is not a regulated market for the purposes of the Markets in
Financial Instruments Directive 2004/39/EC. No assurances can be
given that such listing and admission to trading will be approved.
Form of Notes:
The Notes will be issued in bearer form. Notes will be represented
by interests in a global note which will be subject to clearing
through Euroclear and Clearstream, Luxembourg.
The addresses of Euroclear and Clearstream, Luxembourg are:
Euroclear Bank
1 Boulevard du Roi Albert II
B - 1210 Brussels
Tel: +32 (0)2 326 1211
Fax: +32 (0)2 326 1287
Clearstream Banking SA
42 Avenue JF Kennedy
L-1855 Luxembourg
Luxembourg
Governing law:
The Notes and any related documentation (and any non-contractual
obligations arising out of or in connection thereto) will be governed
by English law.
The Loan Notes (and any non-contractual obligations arising out of
or in connection thereto) will be governed by English law (except
for the subordination provisions therein, which will be governed by
the laws of Switzerland).
Offering:
The Notes may be offered and sold in accordance with Regulation
S, to non-U.S. persons (as defined in Regulation S) in offshore
transactions. Sales and transfers of the Notes will be subject to
further restrictions.
8


Selling Restrictions:
United States, the European Economic Area, Switzerland, Hong
Kong, Singapore and such other restrictions as may be required in
connection with the offering and sale of the Notes.
Rating:
The Notes will not be rated.
Risk Factors:
There are certain factors that may affect the Issuer's ability to fulfil
its obligations under the Notes. Certain of these are set out under
the sections entitled "Additional Risk Factors" below and "Risk
Factors" on pages 8 to 23 of the Base Prospectus and include the
following risk factors related to the Issuer:
(a)
the Issuer is a special purpose vehicle: the Issuer is not an
operating company. The Issuer has, and will have, no
assets other than certain assets relating to the Programme;
(b)
the Issuer is not but may become regulated by a regulatory
authority: the Issuer is not, nor is required to be, licensed,
registered or authorised under any current securities,
commodities or banking laws of its jurisdiction of
incorporation and the Issuer operates and will operate
without supervision by any authority in any jurisdiction.
There is no assurance, however, that regulatory authorities
in one or more jurisdictions would not take a contrary view
regarding the applicability of any such laws to the Issuer.
Any investment in the Notes does not have the status of a
bank deposit in Ireland and is not within the scope of the
deposit protection scheme operated by the Irish Financial
Services Regulatory Authority. The Issuer is not regulated
by the Irish Financial Services Regulatory Authority by
virtue of the issue of the Notes;
(c)
examinership: if an examiner is appointed to the Issuer, the
Trustee would be precluded from enforcing the security
over any Mortgaged Property (as defined in Condition 3(a)
(Security)) during the period of the examinership; and
(d)
preferred creditors: preferred creditors under Irish law and
Fixed Security: under Irish law, upon an insolvency of an
Irish company such as the Issuer, when applying the
proceeds of assets subject to fixed security which may have
been realised in the course of a liquidation or receivership,
the claims of a limited category of preferential creditors
will take priority over the claims of creditors holding the
relevant fixed security. These preferred claims include the
remuneration, costs and expenses properly incurred by any
examiner of the company which have been approved by the
Irish courts.
In addition, there are certain factors which are material for the
purpose of assessing the risks related to the Notes, including the
following:
(i)
the Notes are limited recourse: all payments to be made by
the Issuer in respect of the Notes will be made only from
9


and to the extent of the sums received or recovered by or
on behalf of the Issuer or the Trustee in respect of the
relevant Mortgaged Property in respect of the Notes (for
the avoidance of doubt, excluding the Mortgaged Property
subject to the Managers' Security) and the Notes will not
be guaranteed by, or otherwise be the responsibility of, the
Loan Notes Issuer or any of its affiliates;
(ii)
ranking of claims: the claims of Noteholders rank junior to
those of certain other transaction parties, including the
claims of the Trustee for its fees and expenses;
(iii)
secondary markets: no assurance of market liquidity is
given and, in the unlikely event that a secondary market in
the Notes does develop, there can be no assurance that it
will continue;
(iv)
taxation: each Noteholder will assume and be solely
responsible for any and all taxes of any jurisdiction or
governmental or regulatory authority that may be
applicable to any payment to it in respect of the Notes;
(v)
credit risk: a prospective purchaser of the Notes should
have such knowledge and experience in financial and
business matters and expertise in assessing credit risk that
it is capable of evaluating the merits, risks and suitability
of investing in the Notes including any credit risk
associated with the Issuer and the Loan Notes;
(vi)
risks in respect of the Charged Assets: the Issuer's ability to
pay amounts in respect of the Notes will be limited to it
having received such amounts from the Loan Notes and a
prospective purchaser of the Notes should have regard to
the risks and investment considerations set out in the
section of the Loan Notes Information Memorandum
headed "Risk Factors", on pages A-16 to A-42 (inclusive)
thereof, particularly those relating to (I) the contingent
write-off of principal (see below), (II) the deferral of
interest and (III) the subordination of the Loan Notes to the
senior ranking debt of the Loan Notes Issuer;
(vii)
contingent write-off: except where a notice of redemption
has been delivered by or on behalf of the Loan Notes Issuer
pursuant to Loan Notes Conditions 4.2 or 4.3, if a Trigger
Event (as defined in the Loan Notes Conditions) occurs
and is continuing (as evidenced by the absence of any
public statement by the Loan Notes Issuer that the Trigger
Event has been or will shortly be cured), the Loan Notes
Issuer shall effect a Contingent Write-off at the Contingent
Write-off Date (each as defined in the Loan Notes
Conditions), in which case the Noteholders will lose their
entire principal investment in the Notes;
(viii)
limitations on enforcement against the Loan Notes Issuer:
in no circumstances shall the Trustee or, as the case may
be, the Managers' Trustee be permitted when acting in its
10