Offering Circular. - SFM

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SUMMARY INFORMATION The following information is a summary of the principal features of the issue of the Notes and certain other related transactions. This summary does not purport to be complete and should be read in conjunction with, and is qualified in its entirety by reference to, the more detailed information presented elsewhere in this document. Certain terms used, but not defined, in the summary may be found in other sections of this document. An index of defined terms is contained at the end of this document, commencing on page 157. 1. The Parties Issuer Stichting Farma 1 Stichting Farma 2 Originator Representative of the Noteholders FL Finance S.r.l. (the “Issuer”) is a limited liability company (società a responsabilità limitata) incorporated in the Republic of Italy under article 3 of law No. 130 of 30 April, 1999 (disposizioni sulla cartolarizzazione dei crediti), as amended from time to time (the “Securitisation Law”). The Issuer is registered with the companies register of Brescia under No. 02507350987, with the general register (elenco generale) held by Ufficio Italiano dei Cambi pursuant to article 106 of Italian legislative decree No. 385 of 1 September, 1993 (the “Banking Act”) under No. 35593 and with the special register (elenco speciale) held by the Bank of Italy pursuant to article 107 of the Banking Act under No. 32929.2. The registered office of the Issuer is at via Romanino, 1, Brescia, Italy and its tax identification number (codice fiscale) is 02507350987. 50 per cent. of the issued equity capital of the Issuer is held by Stichting Farma 1 and 50 per cent. is held by Stichting Farma 2. Stichting Farma 1 is a Dutch foundation (stichting) established under the laws of The Netherlands, with its statutory seat at Olympic Plaza, Frederik Roeskestraat 123, 1076 EE Amsterdam, The Netherlands (“Stichting Farma 1”). Stichting Farma 2 is a Dutch foundation (stichting) established under the laws of The Netherlands, with its statutory seat at Olympic Plaza, Frederik Roeskestraat 123, 1076 EE Amsterdam, The Netherlands (“Stichting Farma 2” and, together with Stichting Farma 1, the “Stichtingen”). Farmafactoring S.p.A. (“Farmafactoring”) is a joint stock company (società per azioni) incorporated and organised under the laws of the Republic of Italy, with registered office at via Domenichino, 5, Milan, Italy, registered with the companies register of Milan under No. 07960110158, enrolled under No. 28106 with the general register (elenco generale) held by Ufficio Italiano dei Cambi pursuant to article 106 of the Banking Act and under No. 19120 of the special register (elenco speciale) held by the Bank of Italy pursuant to article 107 of the Banking Act. Farmafactoring sold the Claims to the Issuer pursuant to the terms of: (i) a transfer agreement (the “Transfer Agreement”) dated 22 July, 2004 (the “Initial Execution Date”) and amended on 28 October, 2004 (the “Signing Date”); and (ii) 20 notarial transfer deeds dated the Initial Execution Date (the “Transfer Deeds”) between the Issuer and Farmafactoring. The Bank of New York, London Branch, at its offices at One Canada Square, London E14 5AL, United Kingdom, will act as the representative of the Noteholders (in such capacity, the “Representative of the Noteholders”) pursuant to the Intercreditor Agreement dated the Signing Date. For a description of the Intercreditor Agreement, see “The other Transaction Documents” below. 2
Corporate Services Provider Stichtingen Corporate Services Provider Servicer Account Bank Computation Agent Italian Paying Agent Structured Finance Management Italia S.r.l., a limited liability company (società a responsablità limitata) incorporated and organised under the laws of the Republic of Italy, with registered office at via Romanino, 1, Brescia, Italy, registered with the companies register of Brescia under No. 02508180987, VAT No. 02508180987, is the corporate services provider to the Issuer (the “Corporate Services Provider”). Pursuant to the terms of a corporate services agreement dated the Signing Date between the Corporate Services Provider, the Representative of the Noteholders and the Issuer (the “Corporate Services Agreement”), the Corporate Services Provider has agreed to provide certain administrative and secretarial services to the Issuer. Structured Finance Management (Netherlands) B.V., a company incorporated and organised under the laws of The Netherlands, with its registered office at 1076 EE Amsterdam, Frederik Roeskestraat 123, The Netherlands, and with trade register No. 34173691, is the corporate services provider to the Stichtingen (the “Stichtingen Corporate Services Provider”). Pursuant to the terms of a stichtingen corporate services agreement dated the Signing Date (the “Stichtingen Corporate Services Agreement”), the Stichtingen Corporate Services Provider has agreed to provide certain management, administrative and secretarial services to the Stichtingen. Farmafactoring will act as servicer of the Portfolio (in such capacity, the “Servicer”) pursuant to a servicing agreement between Farmafactoring as Servicer and the Issuer dated the Initial Execution Date (the “Servicing Agreement”) and amended on the Signing Date. For a description of the Servicing Agreement, see “The Servicing Agreement” below. The Bank of New York, London Branch, at its offices at One Canada Square, London E14 5AL, United Kingdom, or any other person for the time being acting as such, is the account bank to the Issuer (in such capacity, the “Account Bank”) pursuant to the terms of an account bank agreement dated the Initial Execution Date and amended on the Signing Date between the Issuer, the Account Bank and the Representative of the Noteholders (the “Account Bank Agreement”). The Account Bank has opened and will maintain certain bank accounts in the name of the Issuer and will operate such accounts in the name and on behalf of the Issuer. See “The Issuer’s Bank Accounts”. For a description of the Account Bank Agreement, see “The Account Bank Agreement”, below. The Bank of New York, London Branch, at its offices at One Canada Square, London E14 5AL, United Kingdom, or any other person for the time being acting as such, is the computation agent to the Issuer (in such capacity, the “Computation Agent”) pursuant to the terms of an agency and account agreement dated the Signing Date between the Paying Agents, the Agent Bank, the Luxembourg Listing Agent (each, as defined below), the Issuer, the Account Bank, the Computation Agent and the Representative of the Noteholders (the “Agency and Account Agreement”). The Computation Agent will provide the Issuer with certain calculation services. For a description of the Agency and Account Agreement, see “The Agency and Account Agreement” below. BNP Paribas Securities Services, a company incorporated under the laws of France, with registered office at 3, Rue D’Antin, 75002 Paris, France, acting through its Milan branch at its offices at via Ansperto, 5, Milan, Italy, or any other person for the time being acting as such, will be the Italian paying agent 3
Page 1 and 2: Pursuant to article 2, paragraph 3
Page 3 and 4: No person has been authorised to gi
Page 5: CONTENTS Summary Information.......
Page 9 and 10: 2. Summary of the Notes Issue of th
Page 11 and 12: of Undertaking and the Shareholders
Page 13 and 14: “Collection Period” means each
Page 15 and 16: credit of the Expenses Reserve Acco
Page 17 and 18: fourth Business Day before the imme
Page 19 and 20: case, only if and to the extent tha
Page 21 and 22: of the Notes until the end of such
Page 23 and 24: Fitch, and permit daily or weekly l
Page 25 and 26: Agreement”, below. There can be n
Page 27 and 28: estrictions on the activities which
Page 29 and 30: Projections, forecasts and estimate
Page 31 and 32: eproduced herein was prepared in ac
Page 33 and 34: Withholding tax under the Notes Any
Page 35 and 36: purchased with funds standing to th
Page 37 and 38: If the Swap Transaction is terminat
Page 39 and 40: immovable asset formerly belonging
Page 41 and 42: (iii) Azienda Unità Sanitaria Loca
Page 43 and 44: metropolitan and municipal bodies,
Page 45 and 46: investment programmes, for determin
Page 47 and 48: e-organised its regional healthcare
Page 49 and 50: GDP of the Region (1) Year Ended 31
Page 51 and 52: Service Sector The service sector a
Page 53 and 54: Agriculture in the Region can be br
Page 55 and 56: FINANCIAL INFORMATION OF THE REGION
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The Region’s repayment obligation
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In order to fund Expected Healthcar
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1998 1999 2000 2001 2002 2003 Curre
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Year Ended 31 December 1998 1999 20
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The following table sets forth for
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As of 31 December 2003, 45 per cent
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THE ORIGINATOR AND SERVICER Introdu
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THE ISSUER’S BANK ACCOUNTS Pursua
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TERMS AND CONDITIONS OF THE NOTES T
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“CONSOB” means the Commissione
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opinion of the Representative of th
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“Joint Lead Managers” means Mer
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“Scheduled Repayment Amount” me
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(d) Holder Absolute Owner The Issue
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Expenses Reserve Account are insuff
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over all of the Issuer’s property
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(B) (C) (D) (E) the Issuer confirms
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at the relevant time listed and (if
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and (b) any additional taxes payabl
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(b) (c) (d) Payments subject to tax
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(B) in each case, the Representativ
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(b) (c) (d) Waiver In addition, the
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The Issuer shall also ensure that n
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SCHEDULE - RULES OF THE ORGANISATIO
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Article 5 Issue of Voting Certifica
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hands a resolution has been passed,
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(b) (c) (d) the Representative of t
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(v) any accounts, books, records or
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No provision of these rules, the No
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(f) to distribute the monies from t
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THE ISSUER Introduction FL Finance
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The company’s sole corporate obje
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120. Quota capital At the balance s
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(2) Warranty and Indemnity Agreemen
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THE SWAP GUARANTOR AND SWAP COUNTER
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THE ACCOUNT BANK AGREEMENT The desc
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(iii) (starting from the Collection
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THE TRANSFER AGREEMENT AND THE TRAN
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The Transfer Agreement provides tha
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(l) maintain and implement administ
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The Issuer may appoint a substitute
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(c) (d) (e) (f) (g) (h) Each Contra
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(q) (r) (s) (t) (u) (v) (w) (x) (y)
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(ss) Each Delegation of Payment (de
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and all damages, losses, claims, li
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the Noteholders as their agent with
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THE INTERIM DOCUMENTS The Security
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THE EXPECTED MATURITY AND AVERAGE L
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Where an Italian resident Noteholde
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the computation of the annual incre
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SUBSCRIPTION AND SALE Merrill Lynch
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GENERAL INFORMATION Authorisation T
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INDEX OF DEFINED TERMS h ..........
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Initial Swap Agreement.............
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Specified Offices..................
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