Bond Cartesius 6.022% ( XS0164181298 ) in USD

Issuer Cartesius
Market price refresh price now   100 %  ⇌ 
Country  Italy
ISIN code  XS0164181298 ( in USD )
Interest rate 6.022% per year ( payment 2 times a year)
Maturity 06/03/2033



Prospectus brochure of the bond Cartesio XS0164181298 en USD 6.022%, maturity 06/03/2033


Minimal amount /
Total amount /
Next Coupon 07/09/2026 ( In 47 days )
Detailed description René Descartes was a French philosopher, mathematician, and scientist who is considered a foundational figure in modern philosophy and the scientific revolution, best known for his principle "Cogito, ergo sum" ("I think, therefore I am").

The Bond issued by Cartesius ( Italy ) , in USD, with the ISIN code XS0164181298, pays a coupon of 6.022% per year.
The coupons are paid 2 times per year and the Bond maturity is 06/03/2033







OFFERING CIRCULAR
CARTESIO S.R.L.
(incorporated with limited liability in the Republic of Italy under law no. 130 of 30 April 1999)
Series 2003-1
Euro 2,000,000,000 Asset Backed Euro Medium Term Note Programme
Cartesio S.r.l. (the ``Issuer'') has established a euro 2,000,000,000 asset backed euro medium term note programme (the ``Programme''), under which it may from time to
time issue asset backed notes (the ``Notes'') denominated in USD, euro or GBP or such other currency as may be agreed (each an ``Agreed Currency'') to Žnance the
purchase of receivables in accordance with Italian Law No. 130 of 30 April 1999 (the ``Securitisation Law''). The Issuer has been established as a multi-purpose vehicle
and may also issue securities to Žnance the purchase of receivables pursuant to other programmes and securitisations other than pursuant to this Programme. The Issuer
has issued securities as aforesaid in connection with two other securitisations to date (further described in ``The Issuer''), the notes issued under which are neither fungible
with, exchangeable for nor related in any way to, the Notes. This document constitutes a Prospetto Informativo for the purposes of Article 2 paragraph 3 of the
Securitisation Law in respect of the Notes. The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed
euro 2,000,000,000. Application has been made for the Notes issued under the Programme to be listed on the Luxembourg Stock Exchange during the period from the
date of this Offering Circular until 31 December 2003. The Programme is valid for the period from the date of this Offering Circular to 31 December 2003, subject to
updating and renewal on or before the expiry of such period.
The Notes may be issued on a continuing basis to one or more of the Bookrunners appointed under the Programme from time to time by the Issuer (each a
``Bookrunner'', and together the ``Bookrunners''), whose appointment may be for a speciŽc issue or on an ongoing basis and which will be speciŽed in the applicable
Pricing Supplement (as deŽned below). References in this Offering Circular to the ``relevant Bookrunner'' shall, in the case of an issue of Notes being (or intended to be)
subscribed by more than one Bookrunner, be to all Bookrunners agreeing to subscribe for such Notes. Notice of any terms and conditions not contained herein which are
applicable to each Tranche of Notes will be set out in a pricing supplement (each, an ``applicable Pricing Supplement'') in respect of such Tranche which will be delivered
to the Luxembourg Stock Exchange on or before the date of issue of the Notes of such Tranche.
All Notes to be issued under the Programme will be constituted by a master trust deed for the Programme (the ``Master Trust Deed'') and a supplemental trust deed for
each Tranche (the ``Supplemental Trust Deed''). The proceeds from the offering of each tranche of Notes (each a ``Tranche'') will be used by the Issuer to Žnance the
purchase of the Receivables from the Originator (each deŽned below). The Notes of each Tranche will be identical in all respects among themselves and will rank pari
passu among themselves and in respect of the Notes of each other Tranche.
Subject to the Securitisation Law, to the Security and Intercreditor Deed (as deŽned herein), and to the terms and conditions of the Notes (the ``Conditions''), the
principal source of payment of interest and repayment of principal on the Notes will be collections made in respect of the receivables and related rights (the
``Receivables'') arising under a portfolio (the ``Portfolio'') comprised of lease contracts (each a ``Lease Contract'' and, collectively, the ``Lease Contracts'') entered into
between SAN.IM. S.p.A., a joint stock company incorporated in Italy and wholly owned by the Region of Lazio, (the ``Originator'' or ``SAN.IM.'') and certain aziende
unitaÁ sanitarie locali (``ASL'') and aziende ospedaliere (``AO'') operating in the Region of Lazio (together, the ``Healthcare Entities'', or the ``Lessees'') to be assigned from
time to time without recourse pursuant to one or more receivables purchase agreements (each a ``Receivables Purchase Agreement''). Pursuant to the Payment Delegation
(as deŽned below) provided under the Lease Contracts, the Healthcare Entities have delegated payment of the Initial Lease Payments and the Lease Instalments (as
deŽned below) under the Lease Contracts to the Region of Lazio which following the execution of the relevant Receivables Purchase Agreements, will make payments of
the Lease Instalments on behalf of the Healthcare Entities directly to the Collection Account (as deŽned below).
The obligations of the Issuer under the Notes will be secured in favour of the Security Trustee for itself and on behalf of the creditors of the Issuer including the
Noteholders, inter alia, by Italian law and English law security as more fully described herein (the ``Issuer Security'').
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the ``Securities Act''). In addition, the Issuer has not been and
will not be registered under the Investment Company Act of 1940, as amended (the ``Investment Company Act'') by reason of the exemption contained in Section 3(c)(7)
thereof. Accordingly, the Notes are being offered solely (a) outside the United States to non-U.S. persons in reliance on Regulation S under the Securities Act and (b)
within the United States to persons that are both ``qualiŽed institutional buyers'' as deŽned in Rule 144A under the Securities Act and ``qualiŽed purchasers'' for purposes
of the Investment Company Act in transactions in accordance with Rule 144A. The Notes may not be offered in a transaction that causes the Issuer to be required to
register under the Investment Company Act. See ``Notice to Investors'' for certain restrictions on resales.
Notes of each Tranche will initially be represented by either a fully registered Regulation S Global Note, Registered 144A Notes and/or DeŽnitive Registered Regulation S
Notes as indicated in the applicable Pricing Supplement. See ``Terms and Conditions of the Notes'' and ``Clearance and Settlement'' below.
All payments of principal, interest and other amounts on the Notes will be made free and clear of any withholding or deduction for Italian taxes, subject, in any case to
which legislative decree No. 239 of 1 April 1996 as amended and supplemented from time to time (``Law No. 239'') applies, to the requirements and compliance with the
procedures of Law No. 239, unless the Issuer is required by applicable law to make such withholding or deduction. If any withholding or deduction for or on account of
tax is applicable to the Notes, the Issuer will not be required to pay any additional amount to the holders of the Notes nor will it redeem the Notes for such reason.
The Tranches of Notes to be issued under the Programme are expected, upon issue, to be rated Aa3 by Moody's Investor Services Inc. (``Moody's'') and A+ by Standard
& Poor's Ratings Services, a division of the McGraw-Hill Companies, Inc. (``S&P''). However the rating of the Notes issued under the Programme is linked to the rating
of the Region of Lazio, and may change from time to time, and, in particular, investors' attention is drawn to the section entitled ``Investment Considerations ą Credit
Rating of Notes'' on page 31. The rating of any Tranche of Notes addresses the likelihood that holders of the Notes will receive all payments to which they are entitled,
as described herein, but is not a recommendation to buy, sell or hold securities and may be subject to suspension, revision or withdrawal by the assigning rating
organisation at any time.
Investors' attention is drawn to the section entitled ``Investment Considerations''. All written and oral forward-looking statements attributable to the Issuer or persons acting on
its behalf are expressly qualiŽed in their entirety by the cautionary statements set forth in that section.
Arrangers and Global Coordinators
Merrill Lynch International
MCC S.p.A. ą Gruppo Bancario Capitalia
Bookrunners
Merrill Lynch International
MCC S.p.A. ą Gruppo Bancario Capitalia
Barclays Capital
Deutsche Bank
Lehman Brothers
(Tranche 4 only)
(Tranches 1 and 2)
(Tranche 3 only)
Joint-Lead Managers
Dexia Capital Markets
UBS AG, acting through its
DePfa Bank
business group UBS Warburg
(Tranche 1 only)
(Tranche 2 only)
(Tranche 4 only)
The date of this Offering Circular is 4 March 2003.


Responsibility for Information
The Issuer accepts responsibility for the information contained in this document other than the
information for which the Originator accepts responsibility, and the information for which the Region of
Lazio accepts responsibility in the following paragraphs. To the best of the knowledge and belief of the
Issuer (which has taken all reasonable care to ensure that such is the case) such information is in
accordance with the facts and does not omit anything likely to affect the import of such information.
The Originator accepts responsibility for the information included in this document in the sections headed
``Description of the Portfolio'' and ``The Originator'', and any other information contained in this
document relating to the Originator, the Receivables, the Portfolio, the Real Estate Purchase Agreement
and the Lease Contracts (each as deŽned in the ``Glossary of Terms''). To the best of the knowledge
and belief of the Originator (which has taken all reasonable care to ensure that such is the case), such
information is in accordance with the facts and does not omit anything likely to affect the import of
such information.
The Region of Lazio (the ``Region of Lazio'' or the ``Region'') accepts responsibility for the information
included in this document in the sections headed ``The Region of Lazio'', ``The Economy of the Region
of Lazio'', ``Debt of the Region of Lazio'', ``Financial Information of the Region of Lazio'' and ``The
Healthcare System of the Region of Lazio'' and any other information contained in this document
relating to the Region of Lazio (whether in its capacity as Obligor or otherwise) its obligations under
the Payment Delegation and the operation of the Payment Mandate and the Healthcare Entities (each
as deŽned in the ``Glossary of Terms''). To the best of the knowledge and belief of the Region of Lazio
(which has taken all reasonable care to ensure that such is the case), such information is in accordance
with the facts and does not omit anything likely to affect the import of such information
No person has been authorised to give any information or to make any representation not contained in
this document and any applicable Pricing Supplement incorporated herein and, if given or made, such
information or representation must not be relied upon as having been authorised by or on behalf of the
Issuer, the quotaholders of the Issuer, the Note Trustee, the Agents, the Security Trustee, the
Calculation Agent, any Swap Counterparty, the Operating Banks, the Cash Manager, the Servicer, the
Corporate Servicer, the Management Services Provider, SAN.IM., the Region of Lazio, the Arrangers
and Global Coordinators and the Bookrunners (each as deŽned herein). Neither the delivery of this
document nor any sale or allotment made in connection with the offering of any of the Notes shall,
under any circumstances, constitute a representation or create any implication that there has been no
change in the affairs of the Issuer or the Originator or the Region of Lazio or in any of the other
information contained herein since the date hereof or that the information contained herein is correct as
at any time subsequent to the date hereof. None of the Note Trustee, the Agents, the Security Trustee,
the Calculation Agent, any Swap Counterparty, the Operating Banks, the Cash Manager, the Servicer,
the Corporate Servicer, the Management Services Provider, the Arrangers and Global Coordinators, or
the Bookrunners or any other person (other than the Issuer, Originator or the Region of Lazio and
solely to the extent described above) makes any representation, express or implied, or accepts any
responsibility, with respect to the accuracy or completeness of any of the information in this Offering
Circular, other than as indicated above.
Selling Restrictions
The distribution of this document and the offering of the Notes in certain jurisdictions may be restricted
by law and by the Transaction Documents (as deŽned in the ``Glossary of Terms''), in particular the
Programme Agreement. Persons into whose possession this document (or any part of it) comes are
required by the Issuer and the Bookrunners to inform themselves about, and to observe, any such
restrictions. Neither this document nor any part of it constitutes an offer, and may not be used for the
purpose of an offer, to sell any of the Notes, or a solicitation of an offer to buy any of the Notes, by
anyone in any jurisdiction or in any circumstances in which such offer or solicitation is not authorised or
is unlawful.
The Notes may not be offered or sold directly or indirectly, and neither this document nor any other
offering circular or any prospectus, form of application, advertisement, other offering material or other
information relating to the Issuer or the Notes may be issued, distributed or published in any country or
jurisdiction (including the Republic of Italy, the United Kingdom and the United States), except under
2


circumstances that will result in compliance with all applicable laws, orders, rules and regulations. For a
further description of certain restrictions on offers and sales of the Notes and the distribution of this
document see the section entitled ``Subscription and Sale''.
The Notes have not been approved or disapproved by the U.S. Securities and Exchange Commission (the
``SEC'') or any state securities commission in the United States nor has the SEC or any state securities
commission passed any judgment or comment or opinion upon the accuracy or the adequacy of this
Offering Circular. Any representation to the contrary is a criminal offence in the United States.
The Notes have not been and will not be registered under the Securities Act or the securities laws of any
state of the United States. In addition, the Issuer has not been and will not be registered under the
Investment Company Act. The Notes may not be offered, sold or otherwise transferred except pursuant
to an exemption from, or in a transaction not subject to, the registration requirements of the Securities
Act and applicable state securities laws, and under circumstances that will not require the Issuer to
register under the Investment Company Act. Accordingly, the Notes are subject to certain restrictions on
transfers and each initial and subsequent purchaser of a Note will be deemed, by its acceptance of such
Note, to have made certain acknowledgements, representations and agreements intended to restrict the
resale or other transfer thereof as set forth therein and as described in this Offering Circular and, in
connection therewith, may be required to provide conŽrmation of its compliance with such resale or other
transfer restrictions in certain cases. Prospective purchasers should be aware that they may be required
to bear the Žnancial risks of an investment in the Notes for an indeŽnite period of time. See the section
entitled ``Notice to Investors''.
This Offering Circular has been prepared by the Issuer for use in connection with the offer and sale of
Notes in reliance upon Regulation S outside the United States to non-U.S. persons and within the United
States in reliance upon Rule 144A under the Securities Act (``Rule 144A'') to persons who are both (i)
``qualiŽed institutional buyers'' (``QIBs'') (as deŽned in, and in reliance on, Rule 144A) and (ii)
``qualiŽed purchasers'' for the purposes of the Investment Company Act, in transactions made in
accordance with Rule 144A involving not less than USD 100,000, euro 100,000, or GBP 100,000, as the
case may be, in principal amount of Notes. Prospective purchasers are hereby notiŽed that sellers of the
Notes may be relying on the exemption from the provisions of Section 5 of the Securities Act provided
by Rule 144A. See further the section entitled ``Notice to Investors''.
To permit compliance with Rule 144A under the Securities Act in connection with sales of Notes, upon
the request of a holder of Notes or of a beneŽcial owner of an interest therein, the Issuer will furnish to
such holder or beneŽcial owner or to a prospective purchaser designated by such holder or beneŽcial
owner, the information required to be delivered under Rule 144A(d)(4) under the Securities Act and will
otherwise comply with the requirements of Rule 144A(d)(4) under the Securities Act, if at the time of
such request, the Issuer is not a reporting company under Section 13 or Section 15(d) of the U.S.
Securities Exchange Act of 1934, as amended (the ``Exchange Act''). The aforementioned information
also can be obtained from the speciŽed ofŽce of the Luxembourg Agent. See the section entitled
``General Information''.
No action has been or will be taken by the Issuer which would allow a ``sollecitazione all'investimento''
(offer to the public) of the Notes in the Republic of Italy unless in compliance with the relevant Italian
securities, tax and other applicable laws and regulations. Accordingly, the Notes may not be offered and
neither this document nor any other offering material relating to the Notes may be distributed or made
available to the public in the Republic of Italy. However, this document may be issued or passed on in
Italy to a person who is an ``investitore professionale'' as deŽned in Article 31, paragraph 2 of
CONSOB Regulation No. 11522 of 1 July 1998 (as amended) and in the circumstances set forth by
Article 33 of CONSOB Regulation No. 11971 of 14 May 1999 (as amended). Individual sales of the
Notes to any persons in the Republic of Italy may only be made in accordance with Italian securities,
tax and other applicable laws and regulations.
The Issuer has not authorised any offer of the Notes to the public in the United Kingdom within the
meaning of the Public Offers of Securities Regulations 1995 (as amended) (the ``Regulations''). The
Notes may not lawfully be offered or sold to persons in the United Kingdom except in circumstances
which do not result in an offer to the public in the United Kingdom within the meaning of the
Regulations. Prior to the expiry of six months from the Issue Date, the Notes may not lawfully be
offered or sold to persons in the United Kingdom except to persons whose ordinary activities involve
3


them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes
of their businesses within the meaning of the Regulations. This document and any other document in
connection with the issue of the Notes may only be communicated or be caused to be communicated
(within the meaning of section 21 of the Financial Services and Markets Act 2000 (the ``FSMA'')) in
circumstances in which section 21(1) of the FSMA does not apply to the Issuer. No action may be
taken in connection with the Notes or this document in, from or otherwise involving the United Kingdom
otherwise than in compliance with all applicable provisions of the FSMA.
For a further description of certain restrictions on offers and sales of the Notes and the distribution of
this document, see the section entitled ``Subscription and Sale''.
Prospective purchasers are not to construe the contents of this Offering Circular as investment, legal or
tax advice. Each prospective purchaser should consult its own counsel, accountant and other advisers as
to legal, tax, business, Žnancial and related aspects of a purchase of the Notes. None of the Issuer, the
Arrangers and Global Coordinators or the Bookrunners are making any representations to any offeree or
purchaser of the Notes regarding the legality of an investment therein by such offeree or purchaser under
appropriate legal, investment or similar laws.
United States ERISA Considerations
BeneŽcial interests in the Rule 144A Global Notes and DeŽnitive Registered 144A Notes (each, an
``ERISA Eligible Note'') generally may be purchased by employee beneŽt plans subject to the United
States Employee Retirement Income Security Act of 1974, as amended, and by plans subject to Section
4975 of the United States Internal Revenue Code of 1986, as amended, subject to certain requirements
and restrictions. See the section entitled ``Certain United States ERISA Considerations''.
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR
A LICENCE HAS BEEN FILED WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT
THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE
STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF
STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS
TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT
THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A
TRANSACTION MEANS THAT THE SECRETARY OF STATE OF NEW HAMPSHIRE HAS
PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR
RECOMMENDED
OR
GIVEN
APPROVAL
TO,
ANY
PERSON,
SECURITY,
OR
TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY
PROSPECTIVE
PURCHASER,
CUSTOMER,
OR
CLIENT
ANY
REPRESENTATION
INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
Enforcement of civil liabilities
In the Programme Agreement, each of the Issuer, the Originator and the Region has agreed for the
exclusive beneŽt of the Arrangers, Global Coordinators and Bookrunners that the State of New York
and the U.S. Federal courts sitting in the County of New York have non-exclusive jurisdiction to hear
and determine any suit, action or proceedings and to settle any disputes which may arise out of or in
connection with the issue and purchase of the Notes and, for such purposes, irrevocably submit to the
jurisdiction of such courts. The Issuer, the Originator and the Region have waived any objection which
they might now or hereafter have to such courts being nominated as the forum to hear and determine
any proceedings and to settle any disputes, and have agreed not to claim that any such court is not a
convenient or appropriate forum. Furthermore, the Issuer, the Originator and the Region have agreed
that any legal proceedings in New York may be commenced by service of process through their agent for
service of process in New York. The submission to the jurisdiction of the State of New York and U.S.
Federal courts shall not limit any right to take legal proceedings in any other court of competent
jurisdiction, including those of England and the Republic of Italy, nor shall the taking of legal
proceedings in any one or more jurisdictions preclude the taking of legal proceedings in any other
4


jurisdiction (whether concurrently or not) if and to the extent permitted by law. The Issuer, the
Originator and the Region consent generally in respect of any legal proceedings to the giving of any
relief or the issue of any process in connection with such legal proceedings including (without limitation)
the making, enforcement or execution against any property whatsoever of any order or judgment which
may be made or given in such legal proceedings to the extent permitted by law (including English and
Italian law).
The Region of Lazio is a governmental subdivision within a sovereign state. However, to the extent that
in any jurisdiction the Region of Lazio may claim for itself or its assets or revenues immunity from suit,
execution, attachment or other legal process and to the extent that such immunity may be attributed in
any such jurisdiction to the Region of Lazio or its assets or revenues, the Region of Lazio agrees not to
claim and irrevocably waives such immunity to the full extent permitted by the laws of such jurisdiction
and Italian law and, in particular, to the extent that in any proceedings taken in the County of New
York the foregoing waiver of immunity shall have effect under and be construed in accordance with the
U.S. Foreign Sovereign Immunities Act of 1976.
However, enforceability in Italy of Žnal judgments of U.S. courts obtained in actions predicated upon the
civil liability provisions of the federal securities laws of the United States currently is subject to, among
other things, (a) the Italian courts' determination that the U.S. court had jurisdiction in accordance with
the principles of Italian law on jurisdiction, (b) notice of process being appropriately served on the
defendant in accordance with U.S. law and the defendant having a reasonable opportunity to appear
before the court and its basic rights of defence having not been infringed, (c) appearance before the
court by parties to the trial or, in the event of default of appearance by the defendant, the U.S. court's
declaration of such default in accordance with the law of the state in which the trial took place, (d) the
judgment not being subject to appeal in accordance with the law of the state where it was rendered, (e)
the judgment not conŻicting with any other Žnal judgment rendered by an Italian court, (f) the absence
of any action pending before an Italian court among the same parties and arising from the same facts
and circumstances, which was initiated prior to the date of the U.S. proceedings and (g) the enforcement
of such judgment not producing effects conŻicting with Italian public policy. Any Žnal judgments not
meeting such criteria may not be enforced in Italy. There is doubt as to the enforceability of liabilities
based on the U.S. federal securities laws in original actions brought before Italian courts. Italian courts
must apply Italian procedural law and certain provisions of substantive law that are regarded as
mandatory.
Forward-looking statements
Certain statements contained in this Offering Circular, including any targets, forecasts, projections,
descriptions or statements regarding the possible future results of operations, any statement preceded by,
followed by or that includes the words ``targets'', ``believes'', ``expects'', ``aims'', ``intends'', ``will'',
``may'', ``anticipates'' or similar expressions, and other statements that are not historical facts, are or
may constitute ``forward-looking statements'' (as such term is deŽned in the U.S. Private Securities
Litigation Reform Act of 1995). Because such statements are inherently subject to risks and
uncertainties, actual results may differ materially from those expressed or implied by such forward-
looking statements. Such risks and uncertainties include but are not limited to (i) risks and uncertainties
relating to the Italian economy and the lending practices of Italian banks, (ii) the ability of the Servicer
to realise the projected values of the Portfolios in the time periods contemplated, or at all and (iii) such
other risks and uncertainties detailed herein. See in particular the section entitled ``Investment
Considerations''. All written and oral forward-looking statements attributable to the Issuer or persons
acting on its behalf are expressly qualiŽed in their entirety by the cautionary statements set forth in this
paragraph.
Prospective purchasers of the Notes are cautioned not to put undue reliance on such forward-looking
statements. The Issuer will not undertake any obligation to publish any revisions to these forward-looking
statements to reŻect events, circumstances or unanticipated events occurring after the date hereof.
Stabilisation
In connection with the issue and distribution of each Tranche, the Bookrunner named as the stabilising
manager (if any) in the applicable Pricing Supplement may over-allot or effect transactions with a view
to supporting the market price of the Notes of a Tranche at a level higher than that which might
otherwise prevail for a limited period. However, there may be no obligation on such stabilisation
5


manager to do so. Such stabilising, if commenced, may be discontinued and must be brought to an end
after a limited period. Such stabilising shall be in compliance with all relevant laws and regulations.
DeŽnitions
Words and expressions used in this Offering Circular that will be deŽned in the Master DeŽnitions and
Framework Deed or any Transaction Document are reproduced in summary form in the ``Glossary of
Terms'' contained herein and where used in this document shall, unless the context requires otherwise,
have the meanings set out therein. In the event of any inconsistency between the Master DeŽnitions and
Framework Deed and this Offering Circular, terms deŽned and expressions referred to in the Master
DeŽnitions and Framework Deed or any Transaction Document, as the case may be, shall prevail.
Copies of the Transaction Documents in their form as at the Closing Date will be available for
inspection by holders of Notes at the ofŽces of the Luxembourg Agent.
6


TABLE OF CONTENTS
Page
DOCUMENTS INCORPORATED BY REFERENCE . . . . . . . . . . . . . . . . . . . . . . . .
8
SUMMARY OF THE PROGRAMME . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9
INVESTMENT CONSIDERATIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
25
SELECTED ASPECTS OF ITALIAN LAW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
39
DESCRIPTION OF THE PORTFOLIO . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
44
THE REGION OF LAZIO . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
47
THE ECONOMY OF THE REGION OF LAZIO. . . . . . . . . . . . . . . . . . . . . . . . . . .
53
DEBT OF THE REGION OF LAZIO . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
61
FINANCIAL INFORMATION OF THE REGION OF LAZIO. . . . . . . . . . . . . . . . . . .
64
THE HEALTHCARE SYSTEM OF THE REGION OF LAZIO . . . . . . . . . . . . . . . . . .
73
THE REPUBLIC OF ITALY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
77
THE ORIGINATOR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
101
THE ISSUER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
102
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
107
PURCHASE OF THE PORTFOLIO . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
108
CREDIT STRUCTURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
112
DESCRIPTION OF THE MAIN TRANSACTION DOCUMENTS. . . . . . . . . . . . . . . . .
115
NOTICE TO INVESTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
123
TERMS AND CONDITIONS OF THE NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . .
128
CLEARANCE AND SETTLEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
158
CERTAIN UNITED STATES ERISA CONSIDERATIONS. . . . . . . . . . . . . . . . . . . . .
162
TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
164
SUBSCRIPTION AND SALE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
173
GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
176
GLOSSARY OF TERMS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
177
ANNEX A: FORM OF PRICING SUPPLEMENT . . . . . . . . . . . . . . . . . . . . . . . . . .
191
ANNEX B: FORM OF TRANSFEROR CERTIFICATES AND INVESTMENT LETTER . . .
194
ANNEX C: TAX EXEMPTION APPLICATION FORM FOR NON-RESIDENTS . . . . . . .
200
7


DOCUMENTS INCORPORATED BY REFERENCE
The following documents published or issued from time to time after the date hereof shall be deemed
to be incorporated in, and to form part of, this Offering Circular:
(a) the publicly available annual Žnancial reports of the Region of Lazio for its most recently completed
Žnancial year. As a governmental entity, the Region does not prepare its Žnancial reports in
accordance with generally accepted accounting principles, but prepares its Žnancial reports in
accordance with the accounting standard set forth in Regional Law No. 25 of 20 November 2001, as
amended (``Regional Law No. 25''),
(b) all supplements (including Pricing Supplements relating to Notes listed on the Luxembourg Stock
Exchange) or amendments to this Offering Circular circulated by the Issuer from time to time,
save that any statement contained herein or in a document which is deemed to be incorporated by
reference herein shall be deemed to be modiŽed or superseded for the purpose of this Offering
Circular to the extent that a statement contained in any such subsequent document which is deemed
to be incorporated by reference herein modiŽes or supersedes such earlier statement (whether
expressly, by implication or otherwise). Any statement so modiŽed or superseded shall not be deemed,
except as so modiŽed or superseded, to constitute a part of this Offering Circular.
The Issuer will, at the speciŽed ofŽces of the Agents, provide, without charge, to each person to
whom a copy of this Offering Circular has been delivered, upon the request of such person, a copy of
any or all of the documents deemed to be incorporated herein by reference unless such documents
have been modiŽed or superseded as speciŽed above. Requests for such documents should be directed
to the speciŽed ofŽce of any Agent. In addition, such documents will be available free of charge from
the principal ofŽce in Luxembourg of Deutsche Bank Luxembourg S.A. (the ``Luxembourg Agent'')
for Notes listed on the Luxembourg Stock Exchange.
The Issuer will, in connection with the listing of the Notes on the Luxembourg Stock Exchange, so
long as any Note remains outstanding and listed on such exchange, in the event of any material
change in the condition of the Issuer which is not reŻected in this Offering Circular, prepare a
supplement to this Offering Circular or publish a new Offering Circular for use in connection with
any subsequent issue of the Notes to be listed on the Luxembourg Stock Exchange.
This Offering Circular should be read and construed in conjunction with each applicable Pricing
Supplement.
If the terms of the Programme are modiŽed or amended in a manner which would make this
Offering Circular, as so modiŽed or amended, inaccurate or misleading, a new offering circular will
be prepared.
8


SUMMARY OF THE PROGRAMME
The following information is a summary of the transactions and assets underlying the Notes and is
qualiŽed in its entirety by reference to the detailed information presented elsewhere in this document.
THE PRINCIPAL PARTIES
Issuer
Cartesio S.r.l., a special purpose vehicle registered as a limited
liability company (societaÁ a responsabilitaÁ limitata) with the Register
of Enterprises of Milan under No. 06000391000, registered in the
general list of Žnancial intermediaries held by UfŽcio Italiano dei
Cambi (``UIC'') under number 31422, pursuant to Article 106 of
legislative decree No. 385 of 1 September 1993 as amended (the
``Italian Banking Act'') and under number 323980 with the register
held by the Bank of Italy pursuant to Article 107 of the Italian
Banking Act.
The Issuer has been established as a multi-purpose vehicle which may
engage in separate securitisation transactions in accordance with the
Securitisation Law. The Issuer has so far engaged in two
securitisation transactions other than the Programme, as further
described in the section entitled ``The Issuer''.
Pursuant to Article 3 of the Securitisation Law, the assets relating to
each such securitisation transaction will, by operation of law,
constitute assets segregated for all purposes from the other assets of
the Issuer relating to other securitisation transactions. The assets
relating to a particular securitisation transaction will not be available
to the holders of securities issued to Žnance any other securitisation
transaction or to the general creditors of the Issuer. However, all
amounts derived by the Issuer from the Portfolio and in connection
with the Programme will be available to Žnance payments on all
Notes of any Tranche under the Programme.
Originator
SAN.IM. S.p.A., a company wholly owned and controlled by the
Region of Lazio, was established pursuant to Article 8 of Regional
Law No. 16 of 3 August 2001 (``Regional Law 16/2001'') for the sole
purposes of engaging in the purchase of certain real estate assets for
healthcare use classiŽed as indisponibili (non-transferable) and owned
by certain Healthcare Entities (the ``Real Estate Assets''), the
simultaneous leasing of the Real Estate Assets back to the Healthcare
Entities and the assignment of the Receivables payable under the
Lease Contracts to a special purpose vehicle incorporated under the
Securitisation Law.
Arrangers and Global
Merrill Lynch International
Coordinators
MCC S.p.A. ą Gruppo Bancario Capitalia (``MCC'')
Bookrunners
Merrill Lynch International
MCC
Barclays Capital (in respect of a Tranche denominated in GBP only)
Deutsche Bank AG (in respect of a Tranche denominated in euro
only)
Lehman Brothers (in respect of a Tranche denominated in USD only)
Corporate Servicer
Deloitte Touche Tohmatsu Tax Services S.r.l.
9


Management Services
SPV Management Limited
Provider
Italian Operating Bank
Deutsche Bank S.p.A. Milan
English Operating Bank
Deutsche Bank AG London
Calculation Agent
Deutsche Bank AG London
Cash Manager
Deutsche Bank AG London
Servicer
Banca di Roma S.p.A. ą Gruppo Bancario Capitalia
Principal Paying Agent
Deutsche Bank AG London
Italian Agent
Deutsche Bank S.p.A. Milan
Luxembourg Agent, Transfer
Deutsche Bank Luxembourg S.A.
Agent and Registrar
Swap Counterparty
In relation to each Tranche, the party or parties speciŽed in the
applicable Pricing Supplement in relation to any such Tranche.
Note Trustee
Deutsche Trustee Company Limited
Security Trustee
Deutsche Trustee Company Limited
TRANSACTION OVERVIEW
The Programme
Asset Backed Euro Medium Term Note Programme. Under the
Programme the Issuer may from time to time issue Notes to Žnance
the purchase of the Receivables, the aggregate nominal amount of
which Notes issued at any one time cannot exceed the Programme
Limit (as deŽned below).
Programme Limit
Up to euro 2,000,000,000 (the ``Programme Limit'') on any relevant
Issue Date (as deŽned below). The euro equivalent of the aggregate
nominal amount of Notes issued under the Programme from time to
time shall be determined using the spot rate of exchange shown on
Reuters ECB 37.
The Notes
Notes will be issued in Tranches, will be constituted by the Master
Trust Deed and a Supplemental Trust Deed issued pursuant thereto
in respect of each Tranche and will rank pari passu among
themselves both before and after enforcement of the Issuer Security.
Notes of one Tranche cannot be exchanged for Notes of another
Tranche unless so speciŽed in the applicable Pricing Supplement.
SpeciŽc details of each Tranche can be found in the applicable
Pricing Supplement relating to such Tranche, distributed with or
attached to this Offering Circular and dated on or around the issue
date for such Tranche (the ``relevant Issue Date'').
Distribution
Notes may be distributed by way of private placement and on a
syndicated or non-syndicated basis.
Currencies
Subject to any applicable legal or regulatory restrictions, any Agreed
Currency. However, if by reason of force majeure or an act of state
(including, without limitation, the imposition of exchange controls) it
becomes impossible or unlawful for the Issuer to make, or the Issuer
is prevented from making, payments under any Notes in the Agreed
Currency, payment under such Note shall be made in euro in same
day funds.
10