Obligation Swiss Rück 4.625% ( XS1640851983 ) en USD

Swiss Rück

100.47 % ▼

Suisse

XS1640851983 ( en USD )

4.625% par an ( paiement annuel )

Perpétuelle

Prospectus brochure de l'obligation Swiss Re XS1640851983 en USD 4.625%, échéance Perpétuelle

15/08/2026 ( Dans 198 jours )

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 XS1640851983, paye un coupon de 4.625% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le Perpétuelle

NOT FOR DISTRIBUTION DIRECTLY OR INDIRECTLY IN OR INTO THE
UNITED STATES OR TO ANY U.S. PERSON
IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer
applies to the attached prospectus (the ``document'') and you are therefore advised to read this carefully
before reading, accessing or making any other use of the attached document. In accessing the
document, you agree to be bound by the following terms and conditions, including any modifications to
them from time to time, each time you receive any information from us as a result of such access. You
acknowledge that this electronic transmission and the delivery of the attached document is confidential
and intended only for you and you agree you will not forward, reproduce or publish this electronic
transmission or the attached document to any other person.
The document and the offer when made are only addressed to and directed at persons in member states
of the European Economic Area ("EEA") who are "qualified investors" within the meaning of Article
2(1)(e) of the Prospectus Directive (Directive 2003/71/EC) (as amended, the "Prospectus Directive")
("Qualified Investors"). In addition, in the United Kingdom ("UK"), this document is being distributed only
to, and is directed only at, Qualified Investors (i) who have professional experience in matters relating to
investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order") and Qualified Investors falling within Article 49 of the
Order, and (ii) to whom it may otherwise lawfully be communicated (all such persons together being
referred to as "relevant persons"). This document must not be acted on or relied on (i) in the UK, by
persons who are not relevant persons, and (ii) in any member state of the EEA other than the UK, by
persons who are not Qualified Investors. Any investment or investment activity to which this document
relates is available only to (i) in the UK, relevant persons, and (ii) in any member state of the EEA other
than the UK, Qualified Investors, and will be engaged in only with such persons.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS
The Notes are not intended, from 1 January 2018, to be offered, sold or otherwise made available to and,
with effect from such date, should not be offered, sold or otherwise made available at any time to any
retail investor in the EEA. For these purposes, a retail investor means a person who is one (or more) of:
(i) a retail client as defined in point (12) of Article 4(1) of Directive 2004/39/EC ("MiFID") and point (11) of
Article 4(1) of Directive 2014/65/EU ("MiFID II"); (ii) a customer within the meaning of Directive
2002/92/EC, where that customer would not qualify as a professional client as defined in point (10) of
Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Directive.
Consequently, no key information document required by Regulation (EU) No 1286/2014 (the "PRIIPs
Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the
EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to
any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
THIS DOCUMENT MAY ONLY BE DISTRIBUTED OUTSIDE THE UNITED STATES IN ``OFFSHORE
TRANSACTIONS' (AS DEFINED IN REGULATION S UNDER THE UNITED STATES SECURITIES
ACT OF 1933. AS AMENDED (THE "SECURITIES ACT")' TO PERSONS WHO ARE NOT, OR ARE
NOT ACTING FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS AS DEFINED IN REGULATION
S UNDER THE SECURITIES ACT. ANY FORWARDING, REDISTRIBUTION OR REPRODUCTION OF
THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS
NOTICE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF
OTHER JURISDICTIONS.
NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR
SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO
SO. THE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR

OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT AT ANY TIME BE OFFERED OR
SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY
PERSON WHO IS A U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE SECURITIES
ACT).
Confirmation of your representation: The attached document is delivered to you at your request and
on the basis that you have confirmed to each of BNP Paribas, Citigroup Global Markets Limited, Crédit
Agricole Corporate and Investment Bank, Credit Suisse Securities (Europe) Limited, HSBC Bank plc,
Lloyds Bank plc and UBS Limited (the "Managers") and Demeter Investments B.V. (the "Issuer") that (i)
you are located outside the United States and are not, nor are you acting for the account or benefit of, a
U.S. person (as defined in Regulation S under the Securities Act); and (ii) if you are in the UK, you are a
relevant person; (iii) if you are in any member state of the EEA other than the UK, you are a Qualified
Investor; (iv) if you are acting as a financial intermediary (as that term is used in Article 3(2) of the
Prospectus Directive), the securities acquired by you as a financial intermediary in the offer have not
been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their
offer or resale to, any person in circumstances which may give rise to an offer of any securities to the
public other than their offer or resale in any member state of the EEA which has implemented the
Prospectus Directive to Qualified Investors (as defined in the Prospectus Directive); (v) you are outside
of the UK or EEA (and the electronic mail addresses that you gave us and to which this document has
been delivered are not located in such jurisdictions) or (vi) you are a person into whose possession this
document may lawfully be delivered in accordance with the laws of the jurisdiction in which you are
located.
This document has been made available to you in an electronic form. You are reminded that documents
transmitted via this medium may be altered or changed during the process of electronic transmission and
consequently none of the Issuer, the Managers nor any of their respective affiliates accepts any liability
or responsibility whatsoever in respect of any difference between the document distributed to you in
electronic format and the hard copy version. By accessing the linked document, you consent to receiving
it in electronic form.
A hard copy of the document will be made available to you only upon request to the Managers.
You are reminded that you have accessed the attached document on the basis that you are a person into
whose possession this document may be lawfully delivered in accordance with the laws of the jurisdiction
in which you are located and you may not, nor are you authorised to, deliver this document, electronically
or otherwise, to any other person.
Restriction: Nothing in this electronic transmission constitutes an offer of securities for sale to persons
other than the specified Qualified Investors described above and to whom it is directed and access has
been limited so that it shall not constitute a general solicitation. If you have gained access to this
transmission contrary to the foregoing restrictions, you will be unable to purchase any of the securities
described therein.
Neither the Managers, BNP Paribas Trust Corporation UK Limited (the "Trustee") nor any of their
respective affiliates accepts any responsibility whatsoever for the contents of this document or for any
statement made or purported to be made by any of them, or on any of their behalf, in connection with the
Issuer or the offer. The Managers, the Trustee and their respective affiliates accordingly disclaim all and
any liability whether arising in tort, contract, or otherwise which they might otherwise have in respect of
such document or any such statement. No representation or warranty express or implied, is made by any
of the Managers, the Trustee or their respective affiliates as to the accuracy, completeness, verification
or sufficiency of the information set out in this document.
The Managers are acting exclusively for the Issuer and no one else in connection with the offer. They will
not regard any other person (whether or not a recipient of this document) as their client in relation to the

offer and will not be responsible to anyone other than the Issuer for providing the protections afforded to
their clients nor for giving advice in relation to the offer or any transaction or arrangement referred to
herein.
You are responsible for protecting against viruses and other destructive items. Your receipt of the
electronic transmission is at your own risk and it is your responsibility to take precautions to ensure that it
is free from viruses and other items of a destructive nature.

DEMETER INVESTMENTS B.V.
(incorporated with limited liability in the Netherlands, having its statutory seat in Amsterdam)
U.S.$750,000,000
Perpetual Fixed Spread Callable Notes
issued under the Secured Note Programme
secured by, among other things,
a Facility Agreement
entered into with
SWISS RE LTD
and
up to U.S.$ 750,000,000 Perpetual Subordinated Fixed Spread Callable Loan Notes
of
SWISS RE LTD
Issue Price: 100 per cent.
Demeter Investments B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated in the Netherlands, with
its corporate seat (statutaire zetel) in Amsterdam, the Netherlands (the "Issuer") is offering its U.S.$750,000,000 Perpetual Fixed Spread Callable Notes (the
"Notes") secured by (i) a loan note issuance facility agreement dated 29 June 2017 (the "Facility Agreement") between the Issuer and Swiss Re Ltd (the "Loan
Notes Issuer"), (ii) certain principal and/or interest strips of direct obligations of the United States Treasury held by the Issuer from time to time (the "Demeter
Eligible Assets") and/or (iii) up to U.S.$750,000,000 Perpetual Subordinated Fixed Spread Callable Loan Notes of the Loan Notes Issuer held by the Issuer from
time to time (the "Loan Notes"). The Notes are secured, limited recourse obligations of the Issuer.
The Notes will bear interest from (and including) 6 July 2017 (the "Interest Commencement Date"), payable in arrear on each Interest Payment Date (as defined
in the "Conditions of the Notes"). From (and including) the Interest Commencement Date to (but excluding) 15 August 2022, the Notes will bear interest at a rate of
4.625 per cent. per annum and, thereafter, the Notes will bear interest at a fixed rate of interest which is reset every five years and corresponds to the prevailing
yield for securities that are direct obligations of the United States Treasury, issued other than on a discount rate basis "U.S. Treasury Securities") at "constant
maturity" having a "designated maturity" of five years plus 2.764 per cent. per annum (which together is equal to the applicable Loan Notes Rate of Interest from
time to time (as described herein)), provided that interest will only be payable to the extent that a corresponding amount in aggregate is received by the Issuer in
respect of the Loan Notes, the Demeter Eligible Assets and/or the Facility Agreement, as applicable. Under certain circumstances such interest may be deferred,
as more particularly described in "Conditions of the Notes 7. Interest".
The Notes have no scheduled maturity date, but may be redeemable in the circumstances described in this series prospectus (the "Series Prospectus"). The
Notes will be issued in registered form with a minimum specified denomination of U.S.$200,000 or in integral multiples of U.S.$1,000 in excess thereof (the
"Specified Denomination").
The Notes are expected to be rated BBB+ by Standard & Poor's Credit Market Services Europe Limited. Standard & Poor's Credit Market Services Europe Limited
is established in the European Union and is registered under the EU Regulation on credit rating agencies (Regulation (EC) No.1060/2009), as amended.
The Issuer has established its Secured Note Programme (the "Programme") under which the Issuer may from time to time issue notes. Holders of the Notes will
not have access to the assets of the Issuer held in connection with any other notes issued pursuant to the Programme and similarly, holders of any other notes
issued pursuant to the Programme will not have access to the assets held in connection with the Notes described in this Series Prospectus.
This document is a Series Prospectus, prepared for the purposes of Article 5(1) of Directive 2003/71/EC (and amendments thereto, including Directive
2010/73/EC, the "Prospectus Directive"). This Series Prospectus contains information relating to the Notes issued by the Issuer. The Series Prospectus should
be read in conjunction with the base prospectus dated 17 February 2017 relating to the Programme of the Issuer which has been approved by the Central Bank
(as defined below) (the "Base Prospectus"). Unless defined herein, terms defined in the Base Prospectus have the same meanings in this Series Prospectus.
This Series Prospectus constitutes a "prospectus" for the purposes of the Prospectus Directive. This Series Prospectus has been approved by the Central Bank of
Ireland (the "Central Bank"), as competent authority under the Prospectus Directive. The Central Bank only approves this Series Prospectus as meeting the
requirements imposed under Irish and EU law pursuant to the Prospectus Directive. Application has been made to the Irish Stock Exchange for the Notes to be
admitted to the Official List and trading on its regulated market. There can be no assurance that any such listing will be obtained, or if obtained, will be maintained.
References in this Series Prospectus to Notes being "listed" (and all related references) shall mean that such Notes have been admitted to trading on the regulated
market of the Irish Stock Exchange and have been admitted to the Official List (the "Official List"). The regulated market of the Irish Stock Exchange is a regulated
market for the purposes of the Markets in Financial Instruments Directive (Directive 2004/39/EC).
The language of this Series Prospectus is English. Certain legislative references and technical terms have been cited in their original language in order that the
correct technical meaning may be ascribed to them under applicable law.
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 at any time be offered or sold within the United States or to, or for the
account or benefit of, any person who is a U.S. person (as defined in Regulation S under the Securities Act ("Regulation S")).
Arranged by
Credit Suisse
Managers
BNP PARIBAS
CITIGROUP
CRÉDIT AGRICOLE CIB
CREDIT SUISSE
HSBC
LLOYDS BANK
UBS INVESTMENT BANK
The date of this Series Prospectus is 29 June 2017

This Series Prospectus is supplemental to, and should be read in conjunction with, the Base Prospectus
(see the section entitled "Documents Incorporated by Reference" below). This Series Prospectus
includes particulars for the purpose of giving information with regard to the issue by the Issuer of the
Notes.
The Issuer accepts responsibility for the information contained in this Series Prospectus (which, for the
purpose of this section of the Series Prospectus, will include the sections of the Base Prospectus
incorporated by reference herein). To the best of the Issuer's knowledge (having taken all reasonable
care to ensure that such is the case) the information contained in this Series Prospectus is in accordance
with the facts and does not omit anything likely to affect the import of such information.
The information contained in the section of the Series Prospectus entitled "Information Concerning the
Loan Notes Issuer" and in the Appendix to this Series Prospectus (the "Third Party Information") has
been obtained directly from the Loan Notes Issuer. The Issuer confirms that the Third Party Information
has been accurately reproduced as received and that, so far as it is aware and is able to ascertain from
the Third Party Information published, no facts have been omitted which would render the reproduced
Third Party Information inaccurate or misleading.
The Issuer has not conducted extensive due diligence on the Third Party Information, or made any
enquiries as to its own possession of non-publicly available information. The Issuer has only made very
limited enquiries in relation to the Third Party Information, and none of the Issuer, BNP Paribas, Citigroup
Global Markets Limited, Crédit Agricole Corporate and Investment Bank, Credit Suisse Securities
(Europe) Limited ("Credit Suisse"), HSBC Bank plc, Lloyds Bank plc or UBS Limited (together the
"Managers") makes any representation or warranty, express or implied, as to the accuracy or
completeness of the Third Party Information and prospective investors in the Notes should not rely upon,
and should make their own independent investigations and enquiries in respect of the same.
Subject to the above, the Issuer, having made all reasonable enquiries, confirms that this Series
Prospectus contains all information with respect to the Issuer and the Notes that is material in the context
of the issue and offering of the Notes, the statements contained in it relating to the Issuer are in every
material respect true and accurate and not misleading, the opinions and intentions expressed in this
Series Prospectus with regard to the Issuer are honestly held, have been reached after considering all
relevant circumstances and are based on reasonable assumptions, there are no other facts in relation to
the Issuer or the Notes the omission of which would, in the context of the issue and offering of the Notes,
make any statement in this Series Prospectus misleading in any material respect and all reasonable
enquiries have been made by the Issuer to ascertain such facts and to verify the accuracy of all such
information and statements.
No person has been authorised to give any information or to make any representation other than those
contained in this Series Prospectus in connection with the issue or sale of the Notes and, if given or
made, such information or representation must not be relied upon as having been authorised by the
Issuer or any Manager. Neither the Issuer nor any Manager is making an offer to sell the Notes in any
jurisdiction where the offer or sale is not permitted. Neither the delivery of this Series Prospectus nor any
sale of Notes made in connection therewith shall, under any circumstances, create any implication that
there has been no change in the affairs of the Issuer or the Loan Notes Issuer since the date of this
Series Prospectus or the date upon which this Series Prospectus has been most recently amended or
supplemented or that there has been no adverse change in the financial position of the Issuer or the
Loan Notes Issuer since the date of this Series Prospectus or the date upon which this Series
Prospectus has been most recently amended or supplemented or that any other information supplied in
connection with the Programme is correct as of any time subsequent to the date on which it is supplied
or, if different, the date indicated in the document containing the same.
2

The language of the Series Prospectus is English. Certain legislative references and technical terms
have been cited in their original language in order that the correct technical meaning may be ascribed to
them under the applicable law.
This document is based on information provided by the Issuer, except for the Third Party Information
which has been provided to the Issuer. The Managers, and the Issuer in respect of the Third Party
Information, are not making any representation or warranty that this information is accurate or complete
and the Managers are not responsible for this information. This Series Prospectus summarises certain
documents and other information in a manner the Issuer believes to be accurate, but investors should
refer to the actual documents for a more complete understanding of the matters discussed in this Series
Prospectus. In making an investment decision, investors must rely on their own examination of the terms
of this offering and the Notes, including the merits and risks involved. This offering is being made on the
basis of this Series Prospectus. Any decision to purchase the Notes in this offering must be based solely
on the information contained in this Series Prospectus.
Neither the Issuer nor the Managers are making any representation to any purchaser of the Notes
regarding the legality of an investment in the Notes by it under any legal investment or similar laws or
regulations. Investors should not consider any information in this document to be legal, business or tax
advice. Investors should consult their own lawyers, business advisers and tax advisers for legal,
business and tax advice regarding an investment in the Notes.
The Issuer reserves the right to withdraw the offering of the Notes at any time. The Issuer and the
Managers also reserve the right to reject any offer to purchase the Notes in whole or in part for any
reason and to allot to any prospective investor less than the full amount of Notes sought by it.
In connection with the issue of the Notes, the Managers may, in accordance with all laws and
regulations, 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
Managers will undertake stabilisation action. Any stabilisation action may begin on or after the date on
which adequate public disclosure of the terms of the offer is made and, if begun, may cease 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. Any stabilisation action or over-allotment must be conducted by the
Managers in accordance with all applicable laws and rules.
The distribution of this Series Prospectus and the offering or sale of the Notes in certain jurisdictions may
be restricted by law. Persons into whose possession this Series Prospectus comes are required by the
Issuer and the Managers to inform themselves about and to observe any such restriction. The Notes
have not been and will not be registered under the Securities Act or with any securities regulatory
authority of any state or other jurisdiction of the United States. The Notes may not at any time be offered
or sold within the United States or to, or for the account or benefit of, any person who is a U.S. person
(as defined in Regulation S). For a description of certain restrictions on offers and sales of Notes and on
distribution of this Series Prospectus, see "Subscription and Sale" below.
Any investment in the Notes does not have the status of a bank deposit and is not within the scope of the
deposit protection scheme operated by the Central Bank or any other deposit protection scheme. The
Issuer is not and will not be regulated by the Central Bank as a result of issuing the Notes or entering into
any other transaction.
The Notes may not be publicly offered, sold or advertised, directly or indirectly, in, into or from
Switzerland and will not be listed on the SIX Swiss Exchange or any other exchange or regulated trading
facility in Switzerland. Neither this Series Prospectus nor any other offering or marketing material relating
to the Notes constitutes (i) an Offering Memorandum as such term is understood pursuant to article 652a
or article 1156 of the Swiss Code of Obligations, (ii) a listing Offering Memorandum within the meaning of
the listing rules of the SIX Swiss Exchange or any other regulated trading facility in Switzerland or (iii) a
3

simplified prospectus or a prospectus as such term is defined in the Swiss Collective Investment Scheme
Act, and neither this Series Prospectus nor any other offering or marketing material relating to the Notes
may be publicly distributed or otherwise made publicly available in Switzerland.
Neither this Series Prospectus nor any other offering and marketing material relating to the offering, the
Issuer or the Notes have been or will be filed with or approved by any Swiss regulatory authority. The
Notes are not subject to the supervision by any Swiss regulatory authority, including the Swiss Financial
Markets Supervisory Authority FINMA, or any successor authority ("FINMA"), and investors in the Notes
will not benefit from protection or supervision by such authority.
This Series Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer or
any Manager to subscribe for, or purchase, any Notes or to enter into any other transactions.
Neither the Managers nor the Trustee have separately verified the information contained in this Series
Prospectus. None of the Managers nor the Trustee makes any representation, express or implied, or, to
the fullest extent permitted by law, accepts any responsibility, with respect to the accuracy or
completeness of any of the information in this Series Prospectus or for any other statement made or
purported to be made by a Manager or the Trustee or on its behalf in connection with the Issuer or the
issue and offering of the Notes. Each Manager and the Trustee accordingly disclaims all and any liability
whether arising in tort or contract or otherwise (save as referred to above) which it might otherwise have
in respect of this Series Prospectus or any such statement.
Prospective purchasers of Notes should have regard to the factors described under the section headed
"Risk Factors" in this Series Prospectus. This Series Prospectus does not describe all of the risks of an
investment in the Notes. Neither this Series Prospectus nor any financial statements referred to herein
are intended to provide the basis of any credit or other evaluation and should not be considered as a
recommendation by any of the Issuer, the Managers or the Trustee that any recipient of this Series
Prospectus or any such other financial statements should purchase the Notes.
Prospective purchasers of the Notes should conduct such independent investigation and analysis
regarding the Issuer, the security arrangements, the Loan Notes, the Loan Notes Issuer, the Facility
Agreement, the Eligible Assets, the Eligible Assets Obligor and the Notes as they deem appropriate to
evaluate the merits and risks of an investment in the Notes. Prospective purchasers of the Notes should
have sufficient knowledge and experience in financial and business matters, and access to, and
knowledge of, appropriate analytical resources, to evaluate the information contained in, or incorporated
by reference into, this Series Prospectus and the merits and risks of investing in the Notes in the context
of their financial position and circumstances. None of the Managers undertakes to review the financial
condition or affairs of the Issuer, the Loan Notes, the Loan Notes Issuer, the Facility Agreement, the
Eligible Assets or the Eligible Assets Obligor during the life of the arrangements contemplated by this
Series Prospectus or the term of any Notes issued nor to advise any investor or potential investor in the
Notes of any information coming to the attention of any of the Managers. The risk factors identified in this
Series Prospectus are provided as general information only and the Managers disclaim any responsibility
to advise purchasers of the Notes of the risks and investment considerations associated therewith as
they may exist at the date hereof or as they may from time to time alter.
The Issuer will not be providing any post-issuance information in relation to the Notes.
In this Series Prospectus, unless otherwise specified or the context otherwise requires, references to
"U.S.$", "U.S. dollar" and "USD" are to the lawful currency of the United States of America.
4

TABLE OF CONTENTS
RISK FACTORS ..........................................................................................................................................6
DOCUMENTS INCORPORATED BY REFERENCE ................................................................................21
OVERVIEW OF THE NOTES....................................................................................................................22
CONDITIONS OF THE NOTES ................................................................................................................67
FORM OF THE NOTES ..........................................................................................................................149
DESCRIPTION OF THE FACILITY AGREEMENT .................................................................................151
INFORMATION CONCERNING THE LOAN NOTES ISSUER ...............................................................162
SUBSCRIPTION AND SALE...................................................................................................................163
GENERAL INFORMATION .....................................................................................................................169
LOAN NOTES DOCUMENTATION.........................................................................................................171
5

RISK FACTORS
The risk factors set out below should be read in addition to those set out in pages 19 to 67 of the Base
Prospectus and, in the event of any inconsistency, the risk factors set out below shall prevail. The risk
factors below should also be read in conjunction with the risk factors set out in the sub-section titled
"Risk Factors" in the Loan Notes Documentation included in the Appendix hereto.
Such risk factors are risk factors that are material to the Notes in order to assess the market risk
associated with them or which may affect the Issuer's ability to fulfil its obligations under them. Neither
the Issuer nor any Manager is in a position to express a view on the likelihood of any contingency
highlighted by a risk factor occurring.
For the purposes hereof, capitalised terms used but not otherwise defined herein will have the meaning
given to them in the Conditions of the Notes.
Risks Related to the Notes
Limitations on claims against the Issuer
The Notes are solely obligations of the Issuer and neither the Loan Notes Issuer nor the Eligible Assets
Obligor has any obligation to the Noteholders for payment of any amount due in respect of the Notes.
The Issuer is a special purpose vehicle established, inter alia, for the purpose of issuing the Notes. The
Notes and the other Secured Payment Obligations are limited in recourse to the Mortgaged Property
which includes, inter alia, the Issuer's rights in respect of the Facility Agreement, the Loan Notes
Collateral and the Demeter Eligible Assets. Other than the Mortgaged Property, there are no other assets
of the Issuer available to meet any outstanding claims of the Secured Creditors, including the
Noteholders.
Priority of claims
During the term of the Notes, following the occurrence of a Liquidation Event or an Enforcement Event,
the Loan Notes Issuer will first have the right to receive all Demeter Eligible Assets, Demeter Eligible
Asset Income (if any) and Demeter Facility Fees (if any) in exchange for the issuance of new Loan
Notes, in each case by reason of an Automatic Issuance Event. To the extent that there has been no
Loan Notes Bankruptcy Enforcement Event or Failure to Issue Residual Amount payable to the
Noteholders following a Failure to Issue, then no Demeter Eligible Assets (or any proceeds thereof),
Demeter Eligible Asset Income or Demeter Facility Fees will be available to any Secured Creditor (other
than the Loan Notes Issuer) upon a redemption (if any) of the Notes. Only after the Loan Notes Issuer
has taken all steps required to issue (or, in the case of a Failure to Issue, attempt to issue) such Loan
Notes and the transfer of the Demeter Eligible Assets, Demeter Eligible Asset Income (if any) and
Demeter Facility Fees (if any) (or proceeds thereof) has been settled will any Liquidation or enforcement
of the Security commence for the purposes of redeeming the Notes, and the rights of the Noteholders to
be paid amounts due under the Notes will thereafter be subordinated to (i) the payment or satisfaction of
all taxes owing by the Issuer, (ii) the fees, costs, charges, expenses and liabilities due and payable to the
Trustee including costs incurred in the enforcement of the Security (which may include, for example, the
fees of any receiver appointed by the Trustee in the case of an enforcement of the Security and, in all
instances, the Trustee's remuneration), (iii) the fees, costs, charges, expenses and liabilities due and
payable to the Enforcement Agent including costs incurred in the enforcement of the Security (which may
include, for example, the Enforcement Agent's remuneration), (iv) certain amounts owing to the Agents in
respect of reimbursement for sums paid by them in advance of receipt by them of the funds to make
such payment and (v) the fees of the Disposal Agent.
There is no assurance that the proceeds and/or assets available following (i) a Loan Notes Bankruptcy
Enforcement Event or the issue (or attempted issue) by the Loan Notes Issuer of Loan Notes following
6

an Automatic Issuance Event in exchange for the Demeter Eligible Assets (if any), Demeter Eligible
Asset Income (if any) and Demeter Facility Fees (if any) (or proceeds thereof) and (ii) payment of any
priority claims as set out above, will be sufficient to pay in full the amounts that the relevant Noteholders
would expect to receive or that such Noteholders will receive back the amount they originally invested.
The Notes have no scheduled maturity date. Noteholders may be required to bear the
financial risks of an investment in the Notes indefinitely
The Notes have no fixed date for repayment of principal. The Notes will become redeemable only under
the circumstances set out in Condition 8(b) (Redemption Following a Loan Notes Call), Condition 8(c)
(Redemption Following a Loan Notes Event), Condition 8(d) (Redemption for Taxation Reasons),
Condition 8(e) (Redemption Following an Illegality Event) and Condition 8(f) (Redemption Following the
Occurrence of an Event of Default). Noteholders only have limited enforcement remedies in the event of
non-payment of sums due under the Notes. As such, Noteholders should be aware that they may be
required to bear the financial risks of an investment in the Notes indefinitely. Refer to Condition 8
(Redemption and Purchase) and the risk factor contained in the Loan Notes Documentation entitled "The
Loan Notes have no scheduled maturity and Loan Noteholders do not have the right to call for
redemption or accelerate the Loan Notes. As such Loan Noteholders may be required to bear the
financial risks of an investment in the Loan Notes indefinitely" for more details.
Redemption of the Notes
The Notes may be redeemed upon the occurrence of any of a Loan Notes Call, a Loan Notes Event (a
Loan Notes Call and a Loan Notes Event being events relating to the Loan Notes and the Loan Notes
Issuer), a Tax Event, an Illegality Event or an Event of Default (a Tax Event, an Illegality Event and an
Event of Default being events relating to the Notes and/or the Issuer and/or amounts receivable by the
Issuer in respect of the Loan Notes and/or the Facility Agreement).
Following the occurrence of a Loan Notes Call, the Notes will become due and payable at an amount
equal to their pro rata share of the aggregate redemption amounts payable by the Loan Notes Issuer in
respect of each series of Loan Notes. If such amount that is payable on the Loan Notes is not paid when
due, and an order is made or an effective resolution is passed for the winding up of the Loan Notes
Issuer in Switzerland, then a Loan Notes Event shall occur. A Loan Notes Event will also occur if a Loan
Notes Bankruptcy Enforcement Event occurs. Following the occurrence of either such event constituting
a Loan Notes Event, or the occurrence of a Tax Event, Illegality Event or an Event of Default, the Loan
Notes Collateral and Demeter Eligible Assets may be liquidated by the Disposal Agent (where such
event constitutes a Liquidation Event) or the Security, including the Security in respect of the Loan
Notes, the Demeter Eligible Assets and the Facility Agreement, may be enforced (refer to Condition
15(b) (Enforcement of Security) for a description of when the Security may become enforceable) in order
to fund the payment of the Redemption Amount on redemption of the Notes.
If the Notes are redeemed upon the occurrence of a Loan Notes Event, a Tax Event, an Illegality Event
or an Event of Default, the amount actually received by a Noteholder in respect of each Note may be less
than the principal amount of such Note. In addition, if there is a perception in the market that a Loan
Notes Call may occur, or a Loan Notes Call does occur, such perception or occurrence may have an
adverse effect on the market value of the Notes.
Refer to Condition 8 (Redemption and Purchase) and the risk factor contained in the Loan Notes
Documentation entitled "The Issuer may, but is not obliged to, redeem the Loan Notes and such
redemption might occur when the prevailing interest rates and/or credit spreads are low" for more
details.
See "The Notes are linked to the creditworthiness of the Loan Notes Issuer and the Loan Notes
Collateral, and not to Eligible Assets", "Any liquidation of the Loan Notes Collateral may yield
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