SUPPLEMENTAL INFORMATION MEMORANDUM XENON ...

RISK FACTORS
The purchase of the Securities may involve substantial risks and is suitable only for
sophisticated investors who have the knowledge and experience in financial and business
matters necessary to enable them to evaluate the risks and the merits of an investment in the
Securities. Unless otherwise specified in the relevant Issue Terms, the Securities are not
principal protected and purchasers of the Securities are exposed to full loss of principal.
The Issuer believes that the following factors may affect its ability to fulfil its obligations
under Securities issued under the Programme. Some of these factors are contingencies
which may or may not occur and the Issuer is not in a position to express a view on the
likelihood of any such contingency occurring.
The Issuer believes that the factors described below represent the principal risks inherent in
investing in Securities issued under the Programme, but the inability of the Issuer to pay
interest, principal or other amounts on or in connection with any Securities may occur for
other reasons and the Issuer does not represent that the statements below regarding the risks
of holding any Securities are exhaustive. Prospective investors should also read the detailed
information set out elsewhere in this Information Memorandum and, in the light of their own
financial circumstances and investment objectives, reach their own views prior to making any
investment decision.
Investor suitability
Investment in the Securities may only be suitable for investors who:
(i)
(ii)
(iii)
(iv)
have the requisite knowledge and experience in financial and business matters to
evaluate the merits and risks of an investment in the Securities and the rights attaching
to the Securities;
are capable of bearing the economic risk of an investment in the Securities for an
indefinite period of time;
are acquiring the Securities for their own account for investment, not with a view to
resale, distribution or other disposition of the Securities (subject to any applicable law
requiring that the disposition of the investor's property be within its control); and
recognise that it may not be possible to make any transfer of the Securities for a
substantial period of time, if at all.
Credit risk
The ability of the Issuer to meet its obligations under the Securities will be dependent, where
applicable, upon the payment of principal and interest due on the Charged Assets, the payment
of all sums due from the relevant Counterparty or any Swap Guarantor under the Charged
Agreements, upon the Principal Paying Agent and the Custodian making the relevant payments
when received and upon all parties to the Transaction Documents (other than the Issuer)
performing their respective obligations thereunder. Moreover, in certain cases, the security for
the Securities will be limited to the claims of the Issuer against the Counterparty and any Swap
Guarantor under the Charged Agreements. Accordingly, Securityholders are exposed, among
other things, to the creditworthiness of the obligor(s) in respect of the Charged Assets, the
Counterparty, the Swap Guarantor, the Principal Paying Agent, the other Paying Agents the
Custodian and any Reference Entities.
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