sou · GSB395d2 · 2005-01-01 00:00:00 — 5.4.1.Name and address of the co-ordinator(s) of the global offer and of single parts of the offer and, to the extend known to the issuer or to the offeror, of the placers in the various countries where the offer takes place. 5.4.2.Name and address of any paying agents and depository agents in each country. 5.4.3.Name and address of the entities agreeing to underwrite the issue on a firm commitment basis, and name and address of the entities agreeing to place the issue without a firm commitment or under best efforts arrangements. Indication of the material features of the agreements, including the quotas. Where not all of the issue is underwritten, a statement of the portion not covered. Indication of the overall amount of the underwriting commission and of the placing commission. 5.4.4.When the underwriting agreement has been or will be reached. 6.ADMISSION TO TRADING AND DEALING ARRANGEMENTS 6.1.An indication as to whether the securities offered are or will be the object of an application for admission to trading, with a view to their distribution in a regulated market or other equivalent markets with indication of the markets in question. This circumstance must be mentioned, without creating the impression that the admission to trading will necessarily be approved. If known, give the earliest dates on which the securities will be admitted to trading. 6.2.All the regulated markets or equivalent markets on which, to the knowledge of the issuer, securities of the same class of the securities to be offered or admitted to trading are already admitted to trading. 6.3.Name and address of the entities which have a firm commitment to act as intermediaries in secondary trading, providing liquidity through bid and offer rates and description of the main terms of their commitment. 7.1.If advisors connected with an issue are mentioned in the Securities Note, a statement of the capacity in which the advisors have acted. 7.2.An indication of other information in the Securities Note which has been audited or reviewed by statutory auditors and where auditors have produced a report. Reproduction of the report or, with permission of the competent authority, a summary of the report. 7.3.Where a statement or report attributed to a person as an expert is included in the Securities Note, provide such persons name, business address, qualifications and material interest if any in the issuer. If the report has been produced at the issuers request a statement to that effect that such statement or report is included, in the form and context in which it is included, with the consent of that person who has authorised the contents of that part of the Securities Note. 7.4.Where information has been sourced from a third party, provide a confirmation that this information has been accurately reproduced and that as far as the issuer is aware and is able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading. In addition, identify the source(s) of the information. 7.5.Credit ratings assigned to an issuer or its debt securities at the request or with the co-operation of the issuer in the rating process. A brief explanation of the meaning of the ratings if this has previously been published by the rating provider. Minimum disclosure requirements for guarantees (Additional block) 1.Nature of the Guarantee A description of any arrangement intended to ensure that any obligation material to the issue will be duly serviced, whether in the form of guarantee, surety, Keep well Agreement, policy or other equivalent commitment (hereafter referred to generically as guarantees and their provider as guarantor for convenience). Without prejudice to the generality of the foregoing, such arrangements encompass commitments to ensure obligations to repay debt securities and/or the payment of interest and the description shall set out how the arrangement is intended to ensure that the guaranteed payments will be duly serviced. 2.Scope of the Guarantee Details shall be disclosed about the terms and conditions and scope of the guarantee. Without prejudice to the generality of the foregoing, these details should cover any conditionality on the application of the guarantee in the event of any default under the terms of the security and the material terms of any mono- line insurance or keep well agreement between the issuer and the guarantor. Details must also be disclosed of any guarantors power of veto in relation to changes to the security holders rights, such as is often found in . 3.Information to be disclosed about the guarantor The guarantor must disclose information about itself as if it were the issuer of that same type of security that is the subject of the guarantee. Indication of the places where the public may have access to the material contracts and other documents relating to the guarantee. Minimum disclosure requirements for asset-backed securities registration document (schedule) 1.1.All persons responsible for the information given in the registration document and, as the case may be, for certain parts of it, with, in the latter case, an indication of such parts. In the case of natural persons including members of the issuers administrative, management or supervisory bodies indicate the name and function of the person; in case of legal persons indicate the name and registered office. 1.2.A declaration by those responsible for the registration document that, having taken all reasonable care to ensure that such is the case, the information given in the registration document is, to the best of their knowledge, in accordance with the facts and does not omit anything likely to affect its import. As the case may be, declaration by those responsible for certain parts of the registration document that having taken all reasonable care to ensure that such is the case, the information contained in that part of the registration document for which they are responsible is, to the best of their knowledge, in accordance with the facts and contains no omission likely to affect its import. Names and addresses of the issuers auditors for the period covered by the historical financial information (together with any membership of any relevant professional body). The document must prominently disclose risk factors in a section headed Risk Factors that are specific to the issuer and its industry. INFORMATION ABOUT THE ISSUER: 4.1.A statement whether the issuer has been established as a special purpose vehicle or entity for the purpose of issuing asset backed securities; 4.2.The legal and commercial name of the issuer; 4.3.The place of registration of the issuer and its registration number; 4.4.The date of incorporation and the length of life of the issuer, except where indefinite; 4.5.The domicile and legal form of the issuer, the legislation under which the issuer operates its country of incorporation and the address and telephone number of its registered office (or principal place of business if different from its registered office). 4.6.Description of the amount of the issuers authorised and issued capital and the amount of any capital agreed to be issued, the number and of the securities of which it is composed. 5.1.A brief description of the issuers principal activities. 5.2.A global overview of the parties to the securitisation program including information on the direct or indirect ownership or control between those parties. 6.ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES 6.1.Names, business addresses and functions in the issuer of the following persons, and an indication of the principal activities performed by them outside the issuer where these are significant with respect to that issuer: (a)members of the administrative, management or supervisory bodies; (b)partners with unlimited liability, in the case of a limited partnership with a share capital. 7.1.To the extent known to the issuer, state whether the issuer is directly or indirectly owned or controlled and by whom, and describe the nature of such control and describe the measures in place to ensure that such control is not abused. 8.FINANCIAL INFORMATION CONCERNING THE ISSUERS ASSETS AND LIABILITIES, FINANCIAL POSITION, AND PROFITS AND LOSSES 8.1.Where, since the date of incorporation or , an issuer has not commenced operations and no financial statements have been made up as at the date of the registration document, a statement to that effect shall be provided in the registration document. Where, since the date of incorporation or , an issuer has commenced operations and financial statements have been made up, the registration document must contain audited historical financial information covering the latest 2 financial years (or shorter period that the issuer has been in operation) and the audit report in respect of each year. Such financial information must be prepared according to Regulation (EC) No 1606/2002, or if not applicable to a national accounting standards for issuers from the Community. For third country issuers, such financial information must be prepared according to the international accounting standards adopted pursuant to the procedure of Article 3 of Regulation (EC) No 1606/2002 or to a third countrys national accounting standards equivalent to these standards. If such financial information is not equivalent to these standards, it must be presented in the form of restated financial statements. The most recent years historical financial information must be presented and prepared in a form consistent with that which will be adopted in the issuers next annual published financial statements having regard to accounting standards and policies and legislation applicable to such annual financial statements. If the issuer has been operating in its current sphere of economic activity for less than one year, the audited historical financial information covering that period must be prepared in accordance with the standards applicable to annual financial statements under Regulation (EC) No 1606/2002, or if not applicable to a Member States national accounting standards where the issuer is from the Community. For third country issuers, the historical financial information must be prepared according to the international accounting standards adopted pursuant to the procedure of Article 3 of Regulation (EC) No 1606/2002 or to a third countrys national accounting standards equivalent to these standards. This historical financial information must be audited. If the audited financial information is prepared according to national accounting standards, the financial information required under this heading must include at least the following: (a)the balance sheet; (b)the income statement; (c)the accounting policies and explanatory notes. The historical annual financial information must be independently audited or reported on as to whether or not, for the purposes of the registration document, it gives a true and fair view, in accordance with auditing standards applicable in a or an equivalent standard 8.2a This paragraph may be used only for issues of asset backed securities having a denomination per unit of at least 000. Where, since the date of incorporation or , an issuer has commenced operations and financial statements have been made up, the registration document must contain audited historical financial information covering the latest 2 financial years (or shorter period that the issuer has been in operation) and the audit report in respect of each year. Such financial information must be prepared according to Regulation (EC) No 1606/2002 or, if not applicable, to a national accounting standards for issuers from the Community. For third country issuers, such financial information must be prepared according to the international accounting standards adopted pursuant to the procedure of Article 3 of Regulation (EC) No 1606/2002 or to a third countrys national accounting standards equivalent to these standards. Otherwise, the following information must be included in the registration document: ( a)a prominent statement that the financial information included in the registration document has not been prepared in accordance with the international accounting standards adopted pursuant to the procedure of Article 3 of Regulation (EC) No 1606/2002 and that there may be material differences in the financial information had Regulation (EC) No 1606/2002 been applied to the historical financial information; (b)immediately following the historical financial information a narrative description of the differences between the international accounting standards adopted pursuant to the procedure of Article 3 of Regulation (EC) No 1606/2002 and the accounting principles adopted by the issuer in preparing its annual financial statements. The most recent years historical financial information must be presented and prepared in a form consistent with that which will be adopted in the issuers next annual financial statements having regard to accounting standards and policies and legislation applicable to such annual financial statements. If the audited financial information is prepared according to national accounting standards, the financial information required under this heading must include at least the following: (a)the balance sheet; (b)the income statement; (c)the accounting policies and explanatory notes. The historical annual financial information must be independently audited or reported on as to whether or not, for the purposes of the registration document, it gives a true and fair view, in accordance with auditing standards applicable in a or an equivalent standard. Otherwise, the following information must be included in the registration document: (a) a prominent statement disclosing which auditing standards have been applied; (b) an explanation of any significant departures from International Standards on Auditing. 8.3.Legal and arbitration proceedings Information on any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the company is aware), during a period covering at least the previous 12 months, which may have, or have had in the recent past, significant effects on the issuer and/or groups financial position or profitability, or provide an appropriate negative statement. 8.4.Material adverse change in the issuers financial position Where an issuer has prepared financial statements, include a statement that there has been no material adverse change in the financial position or of the issuer since the date of its last published audited financial statements. Where a material adverse change has occurred, this must be disclosed in the registration document. 9.THIRD PARTY INFORMATION AND STATEMENT BY EXPERTS AND DECLARATIONS OF 9.1.Where a statement or report attributed to a person as an expert is included in the registration document, provide such persons name, business address, qualifications and material interest if any in the issuer. If the report has been produced at the issuers request a statement to that effect that such statement or report is included, in the form and context in which it is included, with the consent of that person who has authorised the contents of that part of the registration document. 9.2.Where information has been sourced from a third party, provide a confirmation that this information has been accurately reproduced and that as far as the issuer is aware and is able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading In addition, the issuer shall identify the source(s) of the information. 10.1.A statement that for the life of the registration document the following documents (or copies thereof), where applicable, may be inspected: (a)the memorandum and articles of association of the issuer; (b)all reports, letters, and other documents, historical financial information, valuations and statements prepared by any expert at the issuers request any part of which is included or referred to in the registration document; (c)the historical financial information of the issuer or, in the case of a group, the historical financial information of the issuer and its subsidiary undertakings for each of the two financial years preceding the publication of the registration document. An indication of where the documents on display may be inspected, by physical or electronic means. Minimum disclosure requirements for the asset-backed securities additional block 1.1.The minimum denomination of an issue. 1.2.Where information is disclosed about an undertaking/obligor which is not involved in the issue, provide a confirmation that the information relating to the undertaking/obligor has been accurately reproduced from information published by the undertaking/obligor. So far as the issuer is aware and is able to ascertain from information published by the undertaking/obligor no facts have been omitted which would render the reproduced information misleading. In addition, identify the source(s) of information in the Securities Note that has been reproduced from information published by an undertaking/obligor. 2.1.Confirmation that the securitised assets backing the issue have characteristics that demonstrate capacity to produce funds to service any payments due and payable on the securities. 2.2.In respect of a pool of discrete assets backing the issue: 2.2.1.The legal jurisdiction by which the pool of assets is governed (a) In the case of a small number of easily identifiable obligors, a general description of each obligor. (b) In all other cases, a description of: the general characteristics of the obligors; and the economic environment, as well as global statistical data referred to the securitised assets. 2.2.3.the legal nature of the assets; 2.2.4.the expiry or maturity date(s) of the assets; 2.2.5.the amount of the assets; 2.2.6.loan to value ratio or level of collateralisation; 2.2.7.the method of origination or creation of the assets, and for loans and credit agreements, the principal lending criteria and an indication of any loans which do not meet these criteria and any rights or obligations to make further advances; 2.2.8.an indication of significant representations and collaterals given to the issuer relating to the assets; 2.2.9.any rights to substitute the assets and a description of the in which and the type of assets which may be so substituted; if there is any capacity to substitute assets with a different class or quality of assets a statement to that effect together with a description of the impact of such substitution; 2.2.10.a description of any relevant insurance policies relating to the assets. concentration with one insurer must be disclosed if it is material to the transaction. 2.2.11.Where the assets comprise obligations of 5 or fewer obligors which are legal persons or where an obligor accounts for or more of the assets, or where an obligor accounts for a material portion of the assets, so far as the issuer is aware and/or is able to ascertain from information published by the obligor(s) indicate either of the following: (a)information relating to each obligor as if it were an issuer drafting a registration document for debt and derivative securities with an individual denomination of at least 000; (b)if an obligor or guarantor has securities already admitted to trading on a regulated or equivalent market or the obligations are guaranteed by an entity admitted to trading on a regulated or equivalent market, the name, address, country of incorporation, nature of business and name of the market in which its securities are admitted. 2.2.12.If a relationship exists that is material to the issue, between the issuer, guarantor and obligor, details of the principal terms of that relationship. 2.2.13.Where the assets comprise obligations that are not traded on a regulated or equivalent market, a description of the principal terms and conditions of the obligations. 2.2.14.Where the assets comprise equity securities that are admitted to trading on a regulated or equivalent market indicate the following: (a)a description of the securities; (b)a description of the market on which they are traded including its date of , how price information is published, an indication of daily trading volumes, information as to the standing of the market in the country and the name of the markets regulatory authority; (c)the frequency with which prices of the relevant securities, are published. 2.2.15.Where more than ten (10) per cent of the assets comprise equity securities that are not traded on a regulated or equivalent market, a description of those equity securities and equivalent information to that contained in the schedule for share registration document in respect of each issuer of those securities. 2.2.16.Where a material portion of the assets are secured on or backed by real property, a valuation report relating to the property setting out both the valuation of the property and cash flow/income streams. Compliance with this disclosure is not required if the issue is of securities backed by mortgage loans with property as security, where there has been no revaluation of the properties for the purpose of the issue, and it is clearly stated that the valuations quoted are as at the date of the original initial mortgage loan origination. 2.3.In respect of an actively managed pool of assets backing the issue: 2.3.1.equivalent information to that contained in items 2.1 and 2.2 to allow an assessment of the type, quality, sufficiency and liquidity of the asset types in the portfolio which will secure the issue; 2.3.2.the parameters within which investments can be made, the name and description of the entity responsible for such management including a description of that entitys expertise and experience, a summary of the provisions relating to the termination of the appointment of such entity and the appointment of an alternative management entity, and a description of that entitys relationship with any other parties to the issue. 2.4.Where an issuer proposes to issue further securities backed by the same assets, a prominent statement to that effect and unless those further securities are fungible with or are subordinated to those of existing debt, a description of how the holders of that class will be informed. 3.STRUCTURE AND CASH FLOW 3.1.Description of the structure of the transaction, including, if necessary, a structure diagram. 3.2.Description of the entities participating in the issue and description of the functions to be performed by them. 3.3.Description of the method and date of the sale, transfer, novation or assignment of the assets or of any rights and/or obligations in the assets to the issuer or, where applicable, the and time period in which the proceeds from the issue will be fully invested by the issuer. 3.4.An explanation of the flow of funds including: 3.4.1.how the cash flow from the assets will meet the issuers obligations to holders of the securities, including, if necessary, a financial service table and a description of the assumptions used in developing the table; 3.4.2.information on any credit enhancements, an indication of where material potential liquidity shortfalls may occur and the availability of any liquidity supports and indication of provisions designed to cover interest/principal shortfall risks; 3.4.3.without prejudice to item 3.4.2, details of any subordinated debt finance; 3.4.4.an indication of any investment parameters for the investment of temporary liquidity surpluses and description of the parties responsible for such investment; 3.4.5.how payments are collected in respect of the assets;