ALBA 2007 â 1 plc - Irish Stock Exchange
ALBA 2007 â 1 plc - Irish Stock Exchange
ALBA 2007 â 1 plc - Irish Stock Exchange
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As a condition to the issue of the A Notes, the A Notes are anticipated to be rated AAA by Fitch<br />
Ratings Ltd. ("Fitch"), Aaa by Moody's Investors Service Limited ("Moody's") and AAA by Standard<br />
& Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. ("S&P" and, together with<br />
Fitch and Moody's, the "Rating Agencies"). The B Notes are anticipated to be rated AAA by Fitch,<br />
Aa2 by Moody's and AAA by S&P. The C Notes are anticipated to be rated AA- by Fitch and AA by<br />
S&P. The D Notes are anticipated to be rated A- by Fitch and A by S&P. The E Notes are anticipated<br />
to be rated BBB by Fitch and BBB by S&P. The F Notes are anticipated to be rated BB by Fitch and<br />
Ba2 by Moody's.<br />
As a condition to the issue of the MERCs, the MERCs are anticipated to be rated AAA by Fitch, Aaa<br />
by Moody's and AAA by S&P. The ratings by Fitch and Moody's on the MERCs address the<br />
likelihood of receipt by the MERC Holders of MERC Holder Payments. However, they assume<br />
without any independent investigation that (a) the payment of the corresponding Mortgage Early<br />
Repayment Charges is legally valid, binding and enforceable against the Borrowers and (b) such<br />
Mortgage Early Repayment Charges are actually collected from Borrowers and received by the Issuer.<br />
The rating by S&P on the MERCs addresses the likelihood of receipt by the MERC Holders of<br />
Mortgage Early Repayment Charges actually received by the Issuer if enforceable. The issue of the<br />
Subordinated Notes and the R Certificates is not conditional upon a rating and the Issuer has not<br />
requested any rating of the Subordinated Notes or the R Certificates.<br />
A 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 any of the Rating Agencies.<br />
Application has been made to the <strong>Irish</strong> Financial Services Regulatory Authority (the "Financial<br />
Regulator"), as competent authority under Directive 2003/71/EC, for this Prospectus to be approved.<br />
Application has been made to The <strong>Irish</strong> <strong>Stock</strong> <strong>Exchange</strong> Limited (the "<strong>Irish</strong> <strong>Stock</strong> <strong>Exchange</strong>") for the<br />
Notes and the Instruments to be admitted to the official list (the "Official List") and to trading on its<br />
regulated market.<br />
See "Risk Factors" below for a description of certain factors which should be considered by prospective<br />
investors in connection with an investment in the Notes and Instruments.<br />
The Notes of each class are sold in reliance on Regulation S ("Regulation S") under the United States<br />
Securities Act of 1933, as amended (the "Securities Act") and each class of Notes will be represented<br />
initially by a temporary global note in bearer form, without coupons or talons (each a "Temporary<br />
Global Note"), which will be deposited with HSBC Bank <strong>plc</strong> acting through its London office as<br />
common depositary (the "Common Depositary") for Clearstream Banking, société anonyme<br />
("Clearstream, Luxembourg") and Euroclear Bank S.A./N.V. as operator of the Euroclear System<br />
("Euroclear ") on or about the Issue Date. Each Temporary Global Note will be exchangeable not<br />
earlier than 40 days after the Issue Date (provided that certification of non-U.S. beneficial ownership<br />
has been received) for interests in a permanent global note in bearer form, without coupons or talons,<br />
for the relevant class (each, a "Permanent Global Note") and, together with each Temporary Global<br />
Note, the "Global Notes"). The Permanent Global Notes will also be deposited with the Common<br />
Depositary.<br />
The Instruments of each class are sold in reliance on Regulation S and each class of Instruments will be<br />
represented on issue by a global instrument in registered form (each a "Global Instrument"). The<br />
Registrar will on behalf of the Issuer maintain a register in which it will register in the name of HSBC<br />
Issuer Services Common Depositary Nominee (UK) Limited as nominee of the Common Depositary for<br />
Euroclear and for Clearstream, Luxembourg, as owner of the Global Instruments. Transfers of the