PROMISE-A-2000-1 plc - KfW

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with respect to the Reference Portfolio as at the Cut-off Date since the date thereof or, as the case may be, the date upon which this Offering Circular has been most recently amended or supplemented or the balance sheet date of the most recent financial statements which are deemed to be incorporated into this Offering Circular by reference or that any other information supplied in connection with the issue of the Notes is correct at any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same. The distribution of this Offering Circular (or of any part hereof) and the offering of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Offering Circular (or any part hereof) comes are required by the Issuer and the Manager to inform themselves about and to observe any such restrictions. This Offering Circular does not constitute, and may not be used for, or in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation. For a further description of certain restrictions on offerings and sales of the Notes and distribution of this Offering Circular (or any part hereof), see "SUBSCRIPTION AND SALE" . In this Offering Circular, references to "EUR" or "€" are to the single currency which was introduced in the Republic of Ireland (" Ireland") and the Federal Republic of Germany (" Germany") as of January 1, 1999. References to "Irish punt" or "IEP" are to the former national currency unit of Ireland, which continues to be legal tender therein but as a non-decimal sub-unit of the euro, references to "Deutsche Mark", "DM" or "DEM" are to the former national currency unit of Germany, which continues to be legal tender therein but as a non-decimal sub-unit of the euro. See "EXCHANGE RATE AND CURRENCY INFORMATION". Each person receiving this Offering Circular shall be deemed to acknowledge that (a) such person has been afforded an opportunity to request from the Issuer, and to review, and has received, all additional information which it considers to be necessary to verify the accuracy and completeness of the information herein, (b) such person has not relied on the Manager or any person affiliated with the Manager in connection with its investigation of the accuracy of such information or its investment decision, and (c) except as provided pursuant to paragraph (a) above, no person has been authorised to give any information or to make any representation concerning the Notes offered hereby except as contained in this Offering Circular, and, if given or made, such other information or representation should not be relied upon as having been authorised by the Issuer or the Manager. IN CONNECTION WITH THE ISSUE OF THE NOTES, BAYERISCHE HYPO- UND VEREINSBANK AG MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILISE OR MAINTAIN THE MARKET PRICE OF THE NOTES AT A LEVEL WHICH MIGHT NOT OTHERWISE PREVAIL. SUCH STABILISING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. This Offering Circular contains summaries believed to be accurate with respect to certain terms of certain documents, and such summaries are qualified in their entirety by reference to such documents. The contents of this Offering Circular are not to be construed as legal, business or tax advice. (vi)
Info-Memo_HVB.<strong>2000</strong>.doc TABLE OF CONTENTS 1. TRANSACTION DIAGRAM .................................................................................................................... 1 2. DOCUMENTS INCORPORATED BY REFERENCE......................................................................... 2 3. EXCHANGE RATE AND CURRENCY INFORMATION................................................................. 3 4. SUMMARY.................................................................................................................................................... 4 5. RISK FACTORS......................................................................................................................................... 20 6. USE OF PROCEEDS ................................................................................................................................. 27 7. TERMS AND CONDITIONS OF THE NOTES .................................................................................. 28 8. THE TRUST AGREEMENT.................................................................................................................... 55 9. THE COLLATERAL................................................................................................................................. 90 10. MAIN PROVISIONS OF THE CREDIT SWAP AGREEMENT..................................................... 93 11. DESCRIPTION OF THE REFERENCE PORTFOLIO....................................................................... 99 12. REFERENCE PORTFOLIO SERVICING...........................................................................................111 13. THE ISSUER.............................................................................................................................................116 14. BAYERISCHE HYPO- UND VEREINSBANK AG AND THE HVB GROUP..........................125 15. KREDITANSTALT FÜR WIEDERAUFBAU...................................................................................165 16. THE TRUSTEE.........................................................................................................................................166 17. RATING......................................................................................................................................................167 18. TAXATION...............................................................................................................................................168 19. SUBSCRIPTION AND SALE................................................................................................................174 20. GENERAL INFORMATION.................................................................................................................178
Page 1 and 2: PROMISE-A-2000-1 plc (a company inc
Page 3 and 4: to, and including, the Final Maturi
Page 5: PROGRAMME BANK OR THE CREDIT SWAP C
Page 9 and 10: 2. DOCUMENTS INCORPORATED BY REFERE
Page 11 and 12: 4. SUMMARY The following summary is
Page 13 and 14: Sources of Interest Payments Condit
Page 15 and 16: Collateral As security for the obli
Page 17 and 18: Issuer shall not be liable for any
Page 19 and 20: Outstanding Principal Amount will i
Page 21 and 22: action if, in its reasonable opinio
Page 23 and 24: Application of Cash Proceeds period
Page 25 and 26: (a) shall remove any Obligation fro
Page 27 and 28: 5. RISK FACTORS The following is a
Page 29 and 30: Obligations and to Settlement Amoun
Page 31 and 32: HVB may hold and/or service claims
Page 33 and 34: agent who collects interest, discou
Page 35 and 36: 7. TERMS AND CONDITIONS OF THE NOTE
Page 37 and 38: Pursuant to the Trust Agreement, th
Page 39 and 40: 2.4 Limited Recourse The Notes are
Page 41 and 42: are then subject to the pledge over
Page 43 and 44: Agent on the second TARGET Day befo
Page 45 and 46: (f) sixth, in or towards payment of
Page 47 and 48: law affecting creditors’ rights,
Page 49 and 50: "Failure to Pay" means, with respec
Page 51 and 52: (b) the Bundesland in which the Ref
Page 53 and 54: the manner in which the Basel Accor
Page 55 and 56: (a) first, in or towards payment of
Page 57 and 58:
(p) sixteenth, in or towards paymen
Page 59 and 60:
prior to the date of the redemption
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Note being damaged, such Global Not
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principal amount of €11,000,000 (
Page 65 and 66:
Agreement and/or the other Transact
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Upon such replacement, the parties
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9.4 At any time before any Collater
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The Servicer covenants with the Iss
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Agreement and KfW shall, at the req
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(d) fourth, in or towards payment p
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16.2 The Servicer shall, subject to
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Primary Credit Swaps Counterparty a
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20.5 Each of the Issuer, the Admini
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24. COVENANTS OF THE ISSUER AND THE
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deduction or withholding compelled
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(o) subject as provided herein or i
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31.2 The Trustee may rely on such i
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34.5 The costs incurred in connecti
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Munich Germany Fax No.: + 49 89 378
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41.4 No person shall have any recou
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9. THE COLLATERAL The following des
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If the Pledgee directly receives an
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"Initial Reference Portfolio Notion
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"Credit Event" means each of (a) Ba
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Swap Counterparty to the Issuer, up
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espect of which no Bankruptcy (as d
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(j) the weighted average life shall
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(e) has a resolution passed for its
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Collateral, relative to the amount
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Geographic Distribution Percent Ref
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Fitch Industry Description Percent
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e, exceeds such approval limits, ap
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HVB continuously updates and refine
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13. THE ISSUER Introduction PROMISE
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Board of Directors The Directors of
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Such financial statements are the r
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Administrator Deutsche Internationa
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made by the Issuer pursuant to the
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• Focused universal bank. HVB is
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HVB believes the merger offers sign
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Until September 1999, HVB was organ
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cooperation with Vorsorge Lebensver
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Girozentralen), and co-operative ba
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The International Markets division
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Bayerische Kapitalanlagegesellschaf
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corporations doing business in seve
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General Information HVB's Internal
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customers are reviewed once a year
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oth market risk and credit risk. Th
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Euro On January 1, 1999, the Euro w
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conversion ratio applied in the mer
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Hanns-Peter Kreuser, HVB Employee,
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(1) (2) (3) Difference between hold
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ordinary and preferred shares outst
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158 Nine Months Ended Year Ended Se
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The redenomination of the share cap
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Horst Becker, Rosengarten Chairman
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audited by KPMG Deutsche Treuhand-G
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16. THE TRUSTEE The Trustee, KPMG D
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18. TAXATION The information contai
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(b) is quoted on a recognised stock
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allowed to tax the capital gains, a
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19. SUBSCRIPTION AND SALE Bayerisch
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except in either case in accordance
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20. GENERAL INFORMATION Authorisati
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The Notes will bear a legend to the
Page 189:
LEGAL ADVISORS TO THE MANAGER as to
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