Offering Circular. - SFM

Listing of the Notes
Selling restrictions
Application has been made for the listing of the Notes on the Luxembourg
Stock Exchange.
There are restrictions on the sale of the Notes and on the distribution of
information in respect thereof. See “Subscription and Sale”, below.
3. The Portfolio, administration of the Portfolio and calculations in respect thereof
Transfer of the Claims Pursuant to the Transfer Agreement and the Transfer Deeds the Issuer
purchased without recourse (pro soluto) from Farmafactoring a portfolio of
monetary claims (the “Claims” or the “Portfolio”) arising from: (i)
delegations of payment (the “Delegations of Payment”) issued by various
aziende sanitarie locali, aziende ospedaliere and istituti fisioterapici
ospitalieri (collectively, the “Health Authorities”) to the Region of Lazio (the
“Region”) pursuant to article 1268 of the Italian civil code; (ii) settlement
agreements (the “Settlement Agreements”) entered into between the Health
Authorities, Farmafactoring and the Region; and (iii) the sale and supply of
pharmaceutical products and services by certain pharmaceutical companies to
the Health Authorities (the “Contracts”) in accordance with the
Securitisation Law and articles 69 and 70 of Italian royal decree No. 2440 of
18 November, 1923 (“Decree 2440”). Such acquisition was financed through
the Bridge Loan granted by the Bridge Loan Lender to the Issuer. For a
description of the Transfer Agreement, the Transfer Deeds and of the Portfolio
see “The Portfolio”, “The Transfer Agreement and the Transfer Deeds” and
“The Servicing Agreement” below.
Warranties in relation
to the Portfolio
Servicing and
collection procedures
On the Initial Execution Date, the Issuer and Farmafactoring entered into a
warranty and indemnity agreement (the “Warranty and Indemnity
Agreement”), pursuant to which Farmafactoring has given certain
representations and warranties in favour of the Issuer in relation to, inter alia,
the Portfolio and the Claims. See “The Warranty and Indemnity Agreement
and the Put Option Agreement”, below.
On the Initial Execution Date, the Issuer and Farmafactoring entered into a put
option agreement (the “Put Option Agreement”), pursuant to which the
Issuer may, in specific limited circumstances relating to a breach of
representations in relation to the Portfolio, require Farmafactoring to
repurchase certain Claims. See “The Warranty and Indemnity Agreement and
the Put Option Agreement”, below.
Pursuant to a servicing agreement dated the Initial Execution Date (the
“Servicing Agreement”) and amended on the Signing Date between the
Issuer and Farmafactoring (in such capacity, the “Servicer”), the Servicer is
responsible for the management of the Portfolio, the Claims and the collection
of any sums under the Delegations of Payment, the Settlement Agreements
and the Contracts.
Any monies paid by the Region under the Delegations of Payment will be
credited directly into the Collection Account. Pursuant to the Servicing
Agreement, Farmafactoring will ensure that the amounts due by the Region
under the Delegations of Payment, and/or by the Health Authorities pursuant
to the Settlement Agreements and/or the Contracts, are timely credited on the
Collection Account.
The monies collectively received under or in respect of the Portfolio and the
Claims (the “Collections”) will be calculated by reference to successive
Collection Periods.
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