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OFFERING CIRCULAR SUPPLEMENT CLARIS LIMITED as Issuer ...

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RISK FACTORS<br />

Prospective investors should carefully consider the following investment considerations, in addition to<br />

the matters set forth elsewhere in this Offering Circular Supplement and the Offering Circular (<strong>as</strong><br />

defined below), prior to investing in the Notes (<strong>as</strong> defined below).<br />

The investment considerations set out below are not and are not intended to be, a comprehensive list<br />

of all considerations relevant to a decision to purch<strong>as</strong>e or hold any Notes.<br />

Credit exposures to Reference Obligations<br />

Pursuant to the Default Swap (<strong>as</strong> defined in paragraph 22 (x)) the <strong>Issuer</strong> h<strong>as</strong> sold to the Default Swap<br />

Counterparty (<strong>as</strong> defined in paragraph 22 (xi)) protection on a portfolio of Reference Obligations (<strong>as</strong><br />

defined in the Default Swap). The redemption amount of the Notes at their Maturity Date will depend<br />

on whether Credit Events (<strong>as</strong> defined in the Default Swap) have occurred in respect of such Reference<br />

Obligations. Consequently, <strong>as</strong> described in this Offering Circular Supplement, the Notes create<br />

significantly leveraged exposure to the credit of such Reference Obligations. Noteholders may lose,<br />

in part or in whole, amounts invested in the Notes <strong>as</strong> the result of a Credit Event occurring with<br />

respect to one or more Reference Obligations thereof.<br />

The Default Swap Counterparty will determine the occurrence of a Credit Event in respect of any of<br />

the Reference Obligations, provided certain other conditions described herein are satisfied. Although<br />

any Notice of Publicly Available Information to be delivered by the Default Swap Counterparty will<br />

cite Publicly Available Information confirming the occurrence of the Credit Event, a holder of the<br />

Notes may disagree with the Default Swap Counterparty’s determination, but will nevertheless be<br />

bound by that determination under the terms of the Notes.<br />

Limited liquidity of the Notes<br />

There is not at present an active and liquid secondary market for the Notes. There can be no<br />

<strong>as</strong>surance that a secondary market for any of the Notes will develop, or, if a secondary market does<br />

develop, that it will provide the holders of the Notes with liquidity or that it will continue for the<br />

entire life of the Notes. This may leave Noteholders with an illiquid investment. Illiquidity means<br />

that a Noteholder may not be able to realise its anticipated yield. Illiquidity can obviously have an<br />

adverse effect on the market value of the Notes. Consequently, any purch<strong>as</strong>er of Notes must be<br />

prepared to hold such Notes until final redemption or maturity of the Notes.<br />

Independent Rating and Mitigation Risk<br />

Noteholders should be aware that credit ratings do not constitute a guarantee of the quality of the<br />

Notes or the Reference Obligations. The rating <strong>as</strong>signed to the Notes by a rating agency reflects only<br />

the rating agency’s opinions. A rating agency does not evaluate the risks of fluctuation in market<br />

value but attempts to <strong>as</strong>sess the likelihood of principal and/or interest payments being made. A<br />

security rating is not a recommendation to buy, sell or hold securities and may be subject to revision,<br />

suspension or withdrawal at any time by the <strong>as</strong>signing agency.<br />

The Noteholders are informed that the rating of the Notes by Moody’s takes into account the financial<br />

capacity of the issuer of the Securities, the Counterparty of the Deposit Agreement, and the Swap<br />

Counterparties to meet their respective payment obligations under the Securities, Deposit Agreement<br />

and Swap Agreements (whether on their due date for payment or upon acceleration).<br />

Non-reliance<br />

The Noteholders who purch<strong>as</strong>e the Notes will be deemed to have represented and agreed that they (i)<br />

have the knowledge and sophistication independently to appraise and understand the financial and<br />

legal terms and conditions of the Notes and to <strong>as</strong>sume the economic consequences and risks thereof;<br />

(ii) to the extent necessary, have consulted with their own independent financial, legal or other<br />

advisers and have made their own investment, hedging and trading decisions in connection with the

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