ALBA 2007 â 1 plc - Irish Stock Exchange

More documents

Recommendations

Info

Holdings is obliged to pay to the Share Trustee (by way of principal and/or interest) on such date in respect of the Capitalisation Loan) (each such payment a "Residual Payment") divided by the number of R Certificates existing on the Calculation Date prior to the relevant Payment Date. Prior to redemption on the Payment Date falling in March 2039 (the "Final Payment Date") the Notes and the Subordinated Notes will be subject to mandatory and/or optional redemption in certain circumstances. The Issuer may not purchase any Notes or Instruments. This document constitutes a prospectus (the "Prospectus") for the purpose of Directive 2003/71/EC. Arranger, Lead Manager and Bookrunner Co-Manager Banco Santander Central Hispano, S.A. The date of this Prospectus is 15 June 2007
As a condition to the issue of the A Notes, the A Notes are anticipated to be rated AAA by Fitch Ratings Ltd. ("Fitch"), Aaa by Moody's Investors Service Limited ("Moody's") and AAA by Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. ("S&P" and, together with Fitch and Moody's, the "Rating Agencies"). The B Notes are anticipated to be rated AAA by Fitch, Aa2 by Moody's and AAA by S&P. The C Notes are anticipated to be rated AA- by Fitch and AA by S&P. The D Notes are anticipated to be rated A- by Fitch and A by S&P. The E Notes are anticipated to be rated BBB by Fitch and BBB by S&P. The F Notes are anticipated to be rated BB by Fitch and Ba2 by Moody's. As a condition to the issue of the MERCs, the MERCs are anticipated to be rated AAA by Fitch, Aaa by Moody's and AAA by S&P. The ratings by Fitch and Moody's on the MERCs address the likelihood of receipt by the MERC Holders of MERC Holder Payments. However, they assume without any independent investigation that (a) the payment of the corresponding Mortgage Early Repayment Charges is legally valid, binding and enforceable against the Borrowers and (b) such Mortgage Early Repayment Charges are actually collected from Borrowers and received by the Issuer. The rating by S&P on the MERCs addresses the likelihood of receipt by the MERC Holders of Mortgage Early Repayment Charges actually received by the Issuer if enforceable. The issue of the Subordinated Notes and the R Certificates is not conditional upon a rating and the Issuer has not requested any rating of the Subordinated Notes or the R Certificates. A security rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by any of the Rating Agencies. Application has been made to the Irish Financial Services Regulatory Authority (the "Financial Regulator"), as competent authority under Directive 2003/71/EC, for this Prospectus to be approved. Application has been made to The Irish Stock Exchange Limited (the "Irish Stock Exchange") for the Notes and the Instruments to be admitted to the official list (the "Official List") and to trading on its regulated market. See "Risk Factors" below for a description of certain factors which should be considered by prospective investors in connection with an investment in the Notes and Instruments. The Notes of each class are sold in reliance on Regulation S ("Regulation S") under the United States Securities Act of 1933, as amended (the "Securities Act") and each class of Notes will be represented initially by a temporary global note in bearer form, without coupons or talons (each a "Temporary Global Note"), which will be deposited with HSBC Bank plc acting through its London office as common depositary (the "Common Depositary") for Clearstream Banking, société anonyme ("Clearstream, Luxembourg") and Euroclear Bank S.A./N.V. as operator of the Euroclear System ("Euroclear ") on or about the Issue Date. Each Temporary Global Note will be exchangeable not earlier than 40 days after the Issue Date (provided that certification of non-U.S. beneficial ownership has been received) for interests in a permanent global note in bearer form, without coupons or talons, for the relevant class (each, a "Permanent Global Note") and, together with each Temporary Global Note, the "Global Notes"). The Permanent Global Notes will also be deposited with the Common Depositary. The Instruments of each class are sold in reliance on Regulation S and each class of Instruments will be represented on issue by a global instrument in registered form (each a "Global Instrument"). The Registrar will on behalf of the Issuer maintain a register in which it will register in the name of HSBC Issuer Services Common Depositary Nominee (UK) Limited as nominee of the Common Depositary for Euroclear and for Clearstream, Luxembourg, as owner of the Global Instruments. Transfers of the
Page 1: ALBA 2007 - 1 plc (Incorporated in
Page 5 and 6: PLC (in its capacity as account ban
Page 7 and 8: In connection with the issue and di
Page 9 and 10: SUMMARY INFORMATION This summary mu
Page 11 and 12: (a) (b) (c) the Completion Mortgage
Page 13 and 14: A2 Notes will rank in priority to t
Page 15 and 16: Noteholders and (iii) limiting the
Page 17 and 18: Principal Amount Outstanding togeth
Page 19 and 20: applicable, subject to the payment
Page 21 and 22: Agreement, the Cash Management, Mas
Page 23 and 24: Loans to the extent they accrue a f
Page 25 and 26: RISK FACTORS The following is a sum
Page 27 and 28: described in the previous sentence
Page 29 and 30: the Mortgage Rate for each of which
Page 31 and 32: Payments. The actual lives of the M
Page 33 and 34: status, repayment ability, debt-to
Page 35 and 36: There are concentrations of Propert
Page 37 and 38: and the right of the relevant Borro
Page 39 and 40: contracts) has to be issued or appr
Page 41 and 42: No assurance can be given that chan
Page 43 and 44: introduce alternative penalties for
Page 45 and 46: unforeseen taxable profits in the I
Page 47 and 48: company which is a party to an arra
Page 49 and 50: CREDIT STRUCTURE General The follow
Page 51 and 52: thereon) other than, following any
Page 53 and 54:
Available Redemption Funds On any P
Page 55 and 56:
(c) the Liquidity Facility is not r
Page 57 and 58:
(d) (e) (f) the aggregate balance o
Page 59 and 60:
(d) fourth, to the C Principal Defi
Page 61 and 62:
In the event that the long-term, un
Page 63 and 64:
the calculation period applicable t
Page 65 and 66:
Assets except to the extent of any
Page 67 and 68:
(B) (C) the special servicing fee d
Page 69 and 70:
(xii) (xiii) (xiv) (xv) (xvi) (xvii
Page 71 and 72:
(vii) (viii) (ix) seventh, pari pas
Page 73 and 74:
credit of the Reserve Ledger to the
Page 75 and 76:
elated rights and powers, and other
Page 77 and 78:
CAPITALISATION STATEMENT The follow
Page 79 and 80:
THE SERVICER Homeloan Management Li
Page 81 and 82:
THE ACCOUNT BANK AND THE GIC PROVID
Page 83 and 84:
THE INTEREST RATE SWAP COUNTERPARTY
Page 85 and 86:
THIRD PARTY INFORMATION The informa
Page 87 and 88:
insurance or endowment policy or ot
Page 89 and 90:
Approximately 49.74 per cent. by lo
Page 91 and 92:
• Investment properties (resident
Page 93 and 94:
• Reference from current landlord
Page 95 and 96:
• Properties under 10 years old w
Page 97 and 98:
(a) (b) CCJs/Defaults will only be
Page 99 and 100:
CHARACTERISTICS OF THE PRELIMINARY
Page 101 and 102:
Distribution by Current Loan to Val
Page 103 and 104:
Distribution by Property Type Curre
Page 105 and 106:
19. Distribution by Current Margin
Page 107 and 108:
Distribution by Discount over Rever
Page 109 and 110:
Distribution of Early Redemption Ch
Page 111 and 112:
Distribution by Original Loan to Cu
Page 113 and 114:
9. Shared Ownership Status Shared O
Page 115 and 116:
17. Distribution by Arrears Multipl
Page 117 and 118:
24. Distribution by Interest Rate f
Page 119 and 120:
Section C: Non-Conforming Mortgage
Page 121 and 122:
Distribution by Total Number of Cou
Page 123 and 124:
Distribution by Region Current Bala
Page 125 and 126:
20. Distribution by Stabilised Marg
Page 127 and 128:
27. Distribution of Early Redemptio
Page 129 and 130:
companies and the Seller (or GMAC-R
Page 131 and 132:
1. Lending Criteria Subject to GMAC
Page 133 and 134:
SERVICING AND SPECIAL SERVICING OF
Page 135 and 136:
The Servicer is, under the Servicin
Page 137 and 138:
(m) (n) (o) (p) (q) (r) (s) (t) (u)
Page 139 and 140:
(k) (l) (m) (n) the total balance o
Page 141 and 142:
(o) (p) (q) the balance of the Port
Page 143 and 144:
Any credit agreement intended to be
Page 145 and 146:
Arrears must be dealt with sympathe
Page 147 and 148:
(p) (q) (r) (s) interest on the Not
Page 149 and 150:
Weighted Average Life of D Notes in
Page 151 and 152:
SUMMARY OF PROVISIONS RELATING TO T
Page 153 and 154:
TERMS AND CONDITIONS OF THE NOTES T
Page 155 and 156:
In accordance with this Condition 2
Page 157 and 158:
(g) (h) (i) (j) (k) (l) (m) (n) (o)
Page 159 and 160:
(A) (B) (C) (D) (E) other than in r
Page 161 and 162:
(xxi) (xxii) twenty-first, to pay a
Page 163 and 164:
E = the aggregate Principal Amount
Page 165 and 166:
Contract and the Corporate Services
Page 167 and 168:
(a) (b) amounts (other than in resp
Page 169 and 170:
The Trustee shall not be responsibl
Page 171 and 172:
(e) the Rate of Interest for any In
Page 173 and 174:
(i) (ii) in the event that the aggr
Page 175 and 176:
amount of any Note Principal Paymen
Page 177 and 178:
All of the B Noteholders and/or the
Page 179 and 180:
Condition 8: Taxation All payments
Page 181 and 182:
of such Noteholders of the relevant
Page 183 and 184:
authorisation of any breach or prop
Page 185 and 186:
No rights are conferred on any thir
Page 187 and 188:
TERMS AND CONDITIONS OF THE MERCs T
Page 189 and 190:
(i) (ii) (iii) a first fixed charge
Page 191 and 192:
provided by the Cross Currency Swap
Page 193 and 194:
to do so by the holders of at least
Page 195 and 196:
Sunday on which banks are open for
Page 197 and 198:
such MERCs, the alteration of the m
Page 199 and 200:
tax) which would not be suffered we
Page 201 and 202:
TERMS AND CONDITIONS OF THE SUBORDI
Page 203 and 204:
Subordinated Notes scheduled to the
Page 205 and 206:
and/or the Issuer Security Deed tog
Page 207 and 208:
(vii) (viii) (ix) (x) (xi) (xii) (x
Page 209 and 210:
Agreements, the Paying Agents, the
Page 211 and 212:
(xii) (xiii) twelfth, to pay pari p
Page 213 and 214:
In giving any consent to the forego
Page 215 and 216:
LIBOR in effect for the Interest Pe
Page 217 and 218:
(a) Final Redemption of the Subordi
Page 219 and 220:
close of business on the sixth Busi
Page 221 and 222:
indemnified and/or secured to its s
Page 223 and 224:
Trustee will not be responsible for
Page 225 and 226:
(b) Notwithstanding the other provi
Page 227 and 228:
TERMS AND CONDITIONS OF THE R CERTI
Page 229 and 230:
As security for the payment of all
Page 231 and 232:
(B) (C) (D) amounts due and payable
Page 233 and 234:
Mortgage Loans at the end of the pr
Page 235 and 236:
(vii) seventh, to pay pro rata and
Page 237 and 238:
(b) Restrictions on Activities (i)
Page 239 and 240:
(c) Determination and Calculation b
Page 241 and 242:
adjourned meeting, two or more pers
Page 243 and 244:
If Definitive R Certificates are is
Page 245 and 246:
UNITED KINGDOM TAXATION The followi
Page 247 and 248:
EU DIRECTIVE ON THE TAXATION OF SAV
Page 249 and 250:
or other person to which it sells t
Page 251 and 252:
GENERAL INFORMATION 1. The issue of
Page 253 and 254:
GLOSSARY £ .......................
Page 255 and 256:
Cap Provider and Liquidity Facility
Page 257 and 258:
E Principal Deficiency.............
Page 259 and 260:
Interest Only Mortgage Loan........
Page 261 and 262:
Noteholders .......................
Page 263 and 264:
Receiptholders ....................
Page 265 and 266:
Subordinated Noteholders ..........
show all

ALBA 2007 â 1 plc - Irish Stock Exchange

Create successful ePaper yourself

Delete template?

Save as template?

ALBA 2007 â 1 plc - Irish Stock Exchange