â¬5,000,000,000 Limited Recourse Secured Note Programme

More documents

Recommendations

Info

In the event that any Notes are treated as equity for U.S. federal income tax purposes, for the current year or future taxable years, United States persons that hold or beneficially own such Notes would be subject to adverse U.S. tax consequences. A PFIC determination must be made annually at the close of each taxable year and is based on, among other things, the composition of the Issuer's income and the value of the Issuer's passive assets, such as cash and cash equivalents (including cash raised in the offering), as well as the level of the Issuer's active assets in that year. See "Taxation – United States Federal Income Taxation – Tax Considerations if Notes are Characterised as Equity for U.S. Federal Income Tax Purposes - Passive Foreign Investment Company Considerations" in the Registration Document. Trading in the clearing systems In relation to any issue of Notes which have a minimum denomination and are tradable in the clearing systems in amounts above such minimum denomination but in multiples that are smaller than the minimum denomination, should definitive Notes be required to be issued, a holder who does not have an integral multiple of the minimum denomination (or its equivalent) in his account with the relevant clearing system at the relevant time may not receive all of his entitlement in the form of definitive Notes unless and until such time as his holding becomes an integral multiple of the minimum denomination. Investment Company Act Sales or transfers of Notes that would cause the Issuer to be required to register as an "investment company" under the Investment Company Act will be void and will not be honoured by the Issuer. If, at any time, a Note is held by or on behalf of a U.S. person (as defined in Regulation S) who is not an Eligible Investor at the time it purchases such Note, the Issuer may, in its discretion, redeem the Notes of any such holder who holds any Note in violation of the applicable transfer restrictions or compel any such holder to transfer the Notes to an Eligible Investor, in each case, at the expense and risk of such holder. Credit Risk A prospective purchaser of the Notes should have such knowledge and experience in financial and business matters and expertise in assessing credit risk that it is capable of evaluating the merits, risks and suitability of investing in the Notes including any credit risk associated with the Issuer, Swap Counterparty (if any), Swap Guarantor (if any), Credit Support Provider (if any) and Issuer Credit Enhancer (if any). Provision of information None of the Issuer, the Trustee, the Dealers or any affiliate makes any representation as to the credit quality of any Swap Counterparty, Swap Guarantor, Issuer Credit Enhancer, Credit Support Provider, Reference Entity or obligor of a Charged Asset or Reference Obligation. Any of such persons may have acquired, or during the term of the Notes may acquire, non-public information with respect to any Swap Counterparty, Swap Guarantor, Issuer Credit Enhancer, Credit Support Provider, Reference Entity or obligor of a Charged Asset or Reference Obligation. None of such persons is under any obligation to make such information directly available to Noteholders. None of such persons is under any obligation to make available any information relating to, or keep under review on the Noteholders' behalf, the business, financial conditions, prospects, creditworthiness or status of affairs of the obligors of the Charged Assets or any Reference Obligations or any Reference Entity, or conduct any investigation or due diligence into the obligors of the Charged Assets or any Reference Obligations or any Reference Entity. Business relationships The Issuer, the Dealers or any affiliate may have existing or future business relationships with any Swap Counterparty, Swap Guarantor, Issuer Credit Enhancer, Credit Support Provider, Reference Entity or obligor of a Charged Asset or Reference Obligation (including, but not limited to, lending, depository, risk management, advisory and banking relationships), and will pursue actions and take steps that they deem or it deems necessary or appropriate to protect their or its interests arising therefrom without regard to the consequences for a Noteholder. In addition, the Issuer, the Dealers or any affiliate may make a market or 8
hold positions in respect of any of the Charged Assets, Reference Entities or Reference Obligations relating to any particular transaction. Payments to third parties by Dealers In the context of an issuance of Notes, a Dealer may make payments of introduction, finding or structuring fees to third parties who may or may not be connected with the investor to whom the relevant Dealer initially sells the Notes. Legality of purchase None of the Issuer, the Trustee, the Dealers or any affiliate has or assumes responsibility for the lawfulness of the acquisition of the Notes by a prospective purchaser of the Notes, whether under the laws of the jurisdiction of its incorporation or the jurisdiction in which it operates (if different), or for compliance by that prospective purchaser with any law, regulation or regulatory policy applicable to it. However, notwithstanding the lawfulness of any acquisition of the Notes, where a Note is held by or on behalf of a U.S. person (as defined in Regulation S) who is not an Eligible Investor at the time it purchases such Note, the Issuer may, in its discretion, redeem the Notes of any such holder who holds any Note in violation of the application transfer restrictions or compel any such holder to transfer the Notes to an Eligible Investor, in each case, at the expense and risk of such holder. Independent review and advice Each prospective purchaser of Notes must determine, based on its own independent review and such professional advice as it deems appropriate under the circumstances, that its acquisition of the Notes (i) is fully consistent with its (or if it is acquiring the Notes in a fiduciary capacity, the beneficiary's) financial needs, objectives and condition, (ii) complies and is fully consistent with all investment policies, guidelines and restrictions applicable to it (whether acquiring the Notes as principal or in a fiduciary capacity) and (iii) is a fit, proper and suitable investment for it (or if it is acquiring the Notes in a fiduciary capacity, for the beneficiary), notwithstanding the clear and substantial risks inherent in investing in or holding the Notes. No reliance A prospective purchaser may not rely on the Issuer, the Trustee, the Dealers or any affiliate in connection with its determination as to the legality of its acquisition of the Notes or as to the other matters referred to above. Enforcement of legal liabilities The Issuer is incorporated under the laws of the Cayman Islands. It may not be possible to enforce, in original actions in courts in the Cayman Islands, liabilities predicated solely on the U.S. federal securities laws. 9
Page 1 and 2: ISSUER ADDENDUM €5,000,000,000 Li
Page 3 and 4: Neither this Issuer Addendum nor ot
Page 5 and 6: Table of Contents Risk Factors.....
Page 7: (iii) (iv) (v) without prejudice to
Page 11 and 12: Rutland Capital Limited General Rut
Page 13 and 14: change. It is not intended as tax a
Page 15 and 16: (v) (vi) when published, any Summar
Page 17: LEGAL ADVISERS To the Dealers and t

â¬5,000,000,000 Limited Recourse Secured Note Programme

You also want an ePaper? Increase the reach of your titles

Delete template?

Save as template?

â¬5,000,000,000 Limited Recourse Secured Note Programme