ASSET BACKED SECURITIES 1,740,000,000

Transcription

1 Prospectus December 2008 IM SABADELL EMPRESAS 3 FONDO DE TITULIZACION DE ACTIVOS ASSET BACKED SECURITIES 1,740,000,000 Moody s Series A: 1,409,400,000 Aaa Series B: 208,800,000 A3 Series C: 121,800,000 Ba2 Backed by Credit Rights sold and serviced by BANCO DE SABADELL, S.A. Lead Manager and Subscriber BANCO DE SABADELL, S.A. Payment Agent BANCO DE SABADELL, S.A. Fondo designed, arranged and managed by This document is a translation of the Spanish Prospectus registered at the CNMV. This document is not a securities offer or other document with any legal effect. No other document but the final Prospectus registered at the CNMV may be considered as having any legal effect.

2 INDEX RISK FACTORS 1 1 RISKS DERIVED FROM THE LEGAL NATURE AND THE ACTIVITY OF THE ISSUER NATURE OF THE FONDO AND LIABILITIES OF THE SOCIEDAD GESTORA (MANAGEMENT COMPANY) FORCED SUBSTITUTION OF THE SOCIEDAD GESTORA LIMITATION OF ACTIONS AGAINST THE SOCIEDAD GESTORA APPLICATION OF THE BANKRUPTCY ACT. 1 2 RISKS DERIVED FROM THE SECURITIES LIQUIDITY YIELD TERM PENALTY INTEREST SUBORDINATION OF THE BONDS. 3 3 RISKS DERIVED FROM THE ASSETS BACKING THE ISSUE RISK LINKED TO THE FIELD OF ACTIVITY RISK OF DEFAULT OF THE CREDIT RIGHTS RISK OF EARLY AMORTISATION OF THE CREDIT RIGHTS LIMITED HEDGING LIMITED RESPONSIBILITY YEAR OF ISSUE CONCENTRATION RISK OF CONCENTRATION BY DEBTOR RISK OF GEOGRAPHICAL CONCENTRATION AMORTISATION OF THE BONDS RESERVE FUND RISK OF PRINCIPAL PAYMENT DELAY. 6 REGISTRATION DOCUMENT FOR SECURITIES (ANNEX VII OF THE CE 809/2004 REGULATIONS) 7 1 INDIVIDUALS RESPONSIBLE INDIVIDUALS RESPONSIBLE FOR THE INFORMATION GIVEN IN THE REGISTRATION DOCUMENT DECLARATION BY THOSE RESPONSIBLE FOR THE REGISTRATION DOCUMENT. 7 2 ACCOUNTING AUDITORS. 7

3 2.1 AUDITORS OF THE FONDO ACCOUNTING CRITERIA USED BY THE FONDO. 7 3 RISK FACTORS. 8 4 INFORMATION ABOUT THE ISSUER DECLARATION OF THE ESTABLISHMENT OF THE ISSUER AS FONDO DE TITULIZACIÓN NAME OF THE ISSUER PLACE OF REGISTRATION OF THE ISSUER AND ITS REGISTRATION NUMBER DATE OF INCORPORATION AND PERIOD OF ACTIVITY OF THE ISSUER ADDRESS, LEGAL TITLE AND LEGISLATION APPLICABLE TO THE ISSUER ISSUER S AUTHORISED AND ISSUED CAPITAL DESCRIPTION OF THE FONDO DE TITULIZACIÓN MAIN ACTIVITY GENERAL DESCRIPTION OF THE PARTICIPANTS IN THE FONDO ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES INCORPORATION AND INSCRIPTION IN THE REGISTRO MERCANTIL (COMPANIES HOUSE) ACCOUNT AUDITING CORPORATE PURPOSE SHARE CAPITAL SHAREHOLDINGS IN OTHER COMPANIES ADMINISTRATIVE, MANAGEMENT AND SUPERVISION BODIES MAIN ACTIVITIES OF THE INDIVIDUALS MENTIONED IN SECTION 6.6, CARRIED OUT OUTSIDE THE SOCIEDAD GESTORA IF RELEVANT TO THE FONDO CREDITORS OF THE SOCIEDAD GESTORA IN MORE THAN 10% LAWSUITS OF THE SOCIEDAD GESTORA SUPERVISORY BODIES MAYOR SHAREHOLDERS DECLARATION REGARDING THE DIRECT OR INDIRECT OWNERSHIP OF THE SOCIEDAD GESTORA OR WHETHER IT IS CONTROLLED FINANCIAL INFORMATION CONCERNING THE ISSUER S ASSETS AND LIABILITIES, FINANCIAL POSITION AND PROFITS AND LOSSES DECLARATION REGARDING THE INITIATION OF TRADING AND FINANCIAL STATEMENTS OF THE ISSUER PRIOR TO THE DATE OF THE REGISTRATION DOCUMENT HISTORICAL FINANCIAL INFORMATION REQUIRED WHEN AN ISSUER HAS INITIATED TRADING AND FINANCIAL STATEMENTS HAVE BEEN GENERATED LEGAL AND ARBITRATION PROCEEDINGS MATERIAL ADVERSE CHANGES IN THE ISSUER S FINANCIAL SITUATION. 20

4 9 INFORMATION ON THIRD PARTIES, DECLARATIONS OF EXPERTS AND OF INTEREST DECLARATION OR REPORTS BY EXPERTS INFORMATION FROM THIRD PARTIES REFERENCE DOCUMENTS. 20 SECURITIES NOTE (ANNEX XII OF THE CE 809/2004 REGULATIONS) 22 1 INDIVIDUALS RESPONSIBLE INDIVIDUALS LIABLE FOR THE INFORMATION GIVEN IN THE SECURITIES NOTE DECLARATION BY THOSE RESPONSIBLE FOR THE SECURITIES NOTE RISK FACTORS KEY INFORMATION INTEREST OF THE INDIVIDUALS AND LEGAL ENTITIES TAKING PART IN THE OFFER. _ DESCRIPTION OF ANY INTEREST, INCLUDING CONFLICTS, THAT MAY BE IMPORTANT TO THE ISSUE AND DETAILS OF THE INDIVIDUALS INVOLVED AND NATURE OF SUCH INTEREST INFORMATION CONCERNING THE SECURITIES TO BE ADMITTED TO TRADING TOTAL VALUE OF THE SECURITIES DESCRIPTION OF THE TYPE AND CLASS OF SECURITIES LEGISLATION GOVERNING THE ISSUE OWNERSHIP AND DESCRIPTION OF THE SECURITIES REGISTRATION CURRENCY OF THE ISSUE RANKING AND SUBORDINATION OF THE SECURITIES DESCRIPTION OF THE RIGHTS LINKED TO THE SECURITIES INTEREST RATE FOR THE BONDS AND INTEREST PAYMENT ARRANGEMENTS MATURITY AND AMORTISATION DATE OF THE SECURITIES INDICATION OF THE RETURN REPRESENTATION OF THE HOLDERS OF THE SECURITIES RESOLUTIONS, AUTHORISATIONS AND APPROVALS FOR THE ISSUE OF SECURITIES. _ DATE OF ISSUE OF THE SECURITIES RESTRICTIONS TO THE FREE TRANSMISSION OF SECURITIES AGREEMENTS FOR THE ADMISSION TO LISTING MARKET IN WHICH THE SECURITIES WILL BE TRADED PAYMENT AGENT EXPENSES OF THE OFFER ADDITIONAL INFORMATION DECLARATION REGARDING THE CAPACITY OF THE ADVISERS MENTIONED IN THE SECURITIES NOTE. 42

5 7.2 OTHER INFORMATION IN THE SECURITIES NOTE AUDITED OR REVISED BY AUDITORS DECLARATION OR REPORT ATTRIBUTED TO AN INDIVIDUAL ACTING AS AN EXPERT INFORMATION ORIGINATING FROM THIRD PARTIES RATING OF THE BONDS. 43 ADDITIONAL BUILDING BLOCK TO THE SECURITIES NOTE (ANNEX VII OF THE CE 809/2004 REGULATIONS, APRIL 29, 2004) 45 1 SECURITIES MINIMUM DENOMINATION OF THE ISSUE CONFIRMATION THAT THE INFORMATION RELATING TO A COMPANY OR DEBTOR TAKING PART IN THE ISSUE HAS BEEN EXACTLY REPRODUCED UNDERLYING ASSETS CONFIRMATION OF THE CAPACITY OF THE SECURITISED ASSETS TO PRODUCE THE CASH-FLOW TO FUND THE SECURITIES ASSETS BACKING THE ISSUE ASSETS ACTIVELY MANAGED WHICH ARE BACKING THE ISSUE DECLARATION IN THE EVENT THAT THE ISSUER INTENDS TO ISSUE NEW SECURITIES BACKED BY THE SAME ASSETS AND DESCRIPTION OF THE METHOD USED TO NOTIFY THE HOLDERS OF THIS CLASS STRUCTURE AND TREASURY DESCRIPTION OF THE STRUCTURE OF THE TRANSACTION DESCRIPTION OF THE ENTITIES PARTICIPATING IN THE ISSUE AND DESCRIPTION OF THE FUNCTIONS TO BE PERFORMED BY THEM DESCRIPTION OF THE SALE PROCEDURE, DATE OF SALE, TRANSFER, NOVATION OR ASSIGNATION FOR THE ASSETS OR ANY OTHER RIGHT AND/OR ASSET OBLIGATION TO THE ISSUER EXPLANATION OF THE FUND FLOWS NAME, ADDRESS AND SIGNIFICANT BUSINESS ACTIVITIES OF THE ORIGINATORS OF THE SECURITISED ASSETS RETURN AND/OR REPAYMENT OF THE SECURITIES RELATED TO OTHER ASSETS THAT ARE NOT ASSETS OF THE ISSUER ADMINISTRATOR, CALCULATION AGENT OR EQUIVALENT NAME, ADDRESS AND BRIEF DESCRIPTION OF ANY COUNTERPARTY IN SWAP, CREDIT, LIQUIDITY OR ACCOUNT OPERATIONS REPORTING NOTIFICATION OF THE AMOUNTS DUE FROM PRINCIPAL AND INTEREST TO BE PAID TO THE BONDHOLDERS PERIODICAL INFORMATION OBLIGATIONS TO NOTIFY RELEVANT FACTS NOTIFICATION TO THE COMISIÓN NACIONAL DEL MERCADO DE VALORES. 116

6 4.5 NOTIFICATION TO THE RATING AGENCY. 116 DEFINITIONS 117 This document constitutes the prospectus of IM SABADELL EMPRESAS 3, FTA, (hereon, the Fondo) approved and registered at the CNMV in accordance with the European Commission s Regulation number 809/2004 and it includes: 1. A description of the main risk factors linked to the issue, the securities and the assets backing such issue (hereon, the Risk Factors). 2. A Registration Document for the securities set out in accordance with the model included in Annex 7 of the Regulations 809/2004 (hereon, the Registration Document). 3. Note regarding the securities, set out in accordance with the model established in Annex 13 of the Regulations 809/2004 (hereon, the Securities Note). 4. Additional Building Block to the Securities Note set out in accordance with Annex 8 of the Regulations 809/2004 (hereon, Additional Building Block). 5. Definitions.

7 RISK FACTORS 1 RISKS DERIVED FROM THE LEGAL NATURE AND THE ACTIVITY OF THE ISSUER. 1.1 Nature of the Fondo and liabilities of the Sociedad Gestora (Management Company). The Fondo constitutes a separate estate lacking legal personality that, in accordance with Real Decreto 926/1998 is managed by a management company or Sociedad Gestora. The Fondo will only be responsible for its obligations to its creditors with its own estate. For the Fondo, the Sociedad Gestora will carry out the duties established in Real Decreto 926/1998 and also, as third party manager, the protection of the interests of the Bondholders in the absence of a Bondholders syndicate. Therefore, the ability to protect the rights of the Bondholders depends on the means Sociedad Gestora. 1.2 Forced substitution of the Sociedad Gestora. In accordance with article 19 of Real Decreto 926/1998 when the Sociedad Gestora enters bankrupt proceedings it will search for its replacement. In the event that four months have elapsed since the event that determined the substitution and no new Sociedad Gestora is willing to undertake the management of the Fondo, the Fondo will be liquidated in advance and the securities it has issued will be amortised in accordance with the Deed of Incorporation and this Prospectus. 1.3 Limitation of actions against the Sociedad Gestora. The Bondholders and other remaining creditors of the Fondo will not enjoy the right to claim against the Sociedad Gestora of the Fondo other than as a result of its breach of duties or its obligations established in the Deed of Incorporation, this Prospectus and current legislation. 1.4 Application of the Bankruptcy Act. The Bankruptcy of Banco de Sabadell as Seller of the Credit Rights and issuer of the Mortgage Transfer Certificates, the goods that belong to the Fondo, with the exception of money -due to its fungible nature-, that exist in the bankrupt estate of Banco Sabadell shall belong to the Fondo and will be handed over to it, in the terms of articles 80 and 81 of Ley 22/2003, 9 de Julio, Concursal, (hereon, Bankruptcy Act). Notwithstanding the above, both the Prospectus and the Deed of Incorporation establish mechanisms to mitigate such effects, in relation to money and its fungible nature. In order to mitigate the consequences of the bankruptcy of the Seller on the rights of the Fondo, and in particular, in accordance with article 1,527 of the Código Civil (Civil Code), point 10 of section of the Additional Building Block establishes that Banco Sabadell s sale of the Credit Rights to the Fondo will not be notified to the Debtors. Nevertheless, in the event of bankruptcy or receivership, or indications of such or administrative or judicial 1

8 intervention of the Seller, of the intervention of the Bank of Spain, of the liquidation or replacement of the Servicer, the Sociedad Gestora may require the Servicer to notify the Debtors, third party guarantors and underwriters of the transfer to the Fondo of the Credit Rights which remain outstanding reimbursement, and that any payments derived from them will only be released if they are made into the Treasury Account opened in the name of the Fondo. In the event of the bankruptcy of the Seller, the sale of the Credit Rights to the Fondo may be redeemed in accordance with the Bankruptcy Act and current legislation applicable to securitisation funds. In accordance with Disposición Adicional Quinta of Ley 3/1994, the sale of Credit Rights to the Fondo will only be cancelled or disputed by the bankruptcy administrator following article 71 of the Bankruptcy Act and Ley 2/1981, who will have to prove the existence of fraud. Despite the above, in the event that the sale agreement meets the conditions included in Disposición Adicional 3ª of Ley 1/1999, the sale of Credit Rights to the Fondo may be cancelled in accordance with the general rules of article 71 of the Bankruptcy Act, that established in section 5 that under no circumstance will regular actions of the business activity of the Seller be cancelled if carried out under normal conditions. In the event of the bankruptcy of Banco de Sabadell, in accordance with the Bankruptcy Act, the Fondo, acting through the Sociedad Gestora, will have a separation right in respect of the Credit Rights. However, this separation right does not necessarily include the sums of cash Banco de Sabadell has received and held on behalf of the Fondo prior to such date, as the Fondo might be affected by the bankruptcy ruling, in accordance with the accepted interpretation of article 80 of the current Bankruptcy Act, as a result of the fungible nature of money. The Sociedad Gestora shall be replaced by another in accordance with article 19 of Real Decreto 926/1998 in the event of bankruptcy. The structure of this operation of asset securitisation does not permit, except when the parties are in breach, the existence of cash that might be added to the mass of the Sociedad Gestora, as the amounts that correspond to the income of the Fondo must be transferred by the Sociedad Gestora, in the terms of this Prospectus, to the accounts opened in the name of the Fondo. The Sociedad Gestora opens these accounts as legal representative of the Fondo and not as just its main operator. As a result of this, the Fondo will enjoy the right of separation, in the terms described in articles 80 and 81 of the Bankruptcy Act. Notwithstanding the above, the bankruptcy of any of the participants (Banco de Sabadell, the Sociedad Gestora or any other counterpart of the Fondo) may affect its contractual relations with the Fondo. 2 RISKS DERIVED FROM THE SECURITIES. 2.1 Liquidity. The Seller, as Subscriber, has undertaken to fully subscribe the Bonds of all Series in order to make available liquid assets to be used as guarantee of credit transactions in the Euro system. Equally, the Seller, as Subscriber, has declared that its subscription of the Bonds of any Series does not signify any limitation to any other use of the Bonds or their eventual sale. 2

9 As the Bonds of all Series are fully subscribed by the Seller and, as a consequence, their price will not be contrasted through market transactions, it is not possible to state that the economic conditions of the Bonds correspond to those current in the secondary market on the Date of Incorporation of the Fondo. This consideration on the value of the Bonds is made in order to notify third parties, specifically investors or bondholders taking such Bonds as guarantees, like the Central European Bank in the Euro system credit transactions. Nevertheless, if through the life of the Fondo the Subscriber decides to sell the Bonds in the market, there is no guarantee that the Bonds will be traded at a certain frequency or at a minimum volume. There is also no guarantee that entity will take part in secondary trading, providing liquidity to the Bonds in exchange for a counterpart. Furthermore, in no circumstance will the Fondo repurchase the Bonds to their Bondholders, although they can be fully amortised in advance in the event of the Early Liquidation of the Fondo, in the terms established in section of the Registration Document. 2.2 Yield. The calculation of the internal rate of return of the Bonds is subject to different assumptions for prepayment rates, arrears and evolution of the interest rates that might not occur. The prepayment rate of the Credit Rights might be affected by a variety of geographical, economic and social factors, like seasonality, market interest rates, the sectorial distribution of the portfolio and, in general, the level of economic activity. 2.3 Term. The calculation of the average life and term of the Bonds of each Series included in section of the Securities Note is subject to the fulfilment of the amortisation tables of the Loans and the Mortgage Loans and the early amortisation rate and arrears assumptions that may not take place. A variety of economic and social factors such as market interest rates, the financial situation of the Debtors and the general level of economic activity affect the fulfilment of said tables. 2.4 Penalty Interest. Delays in the payment of interest or principal to the Bondholders will not accrue penalty interest in their favour. 2.5 Subordination of the Bonds. In accordance with section 4.6 of the Securities Note, the interest of Series B is subordinated to Series A and the interest of Series C is subordinated to Series A and Series B. Despite the rules established in section 4.9 of the Securities Note, the principal of Series B is subordinated to Series A and the interest of Series C is subordinated to Series A and Series B. Nevertheless, there is no guarantee that such subordination protects the Bondholders from the risk of loss. Despite the above paragraph there are exceptional rules of pro rata amortisation of the Bonds, set out in section of the Securities Note, that establish that under certain circumstances Series A, Series B and Series C Bonds would amortised simultaneously. 3

10 3 RISKS DERIVED FROM THE ASSETS BACKING THE ISSUE. As is established in section 4.5 of the Registration Document, the Fondo is a separate estate without legal personality therefore the specific risks of the Fondo are those of the Assets backing the issue and are (i) risks linked to the field of activity in which the Assets that make up the Fondo have been generated and/or (ii) risks linked to the Assets themselves. 3.1 Risk linked to the field of activity. The fields with greater relevance in the portfolio to be securitised on 28 November 2008 are the field of Real Estate activities with 30.60% of the portfolio (959 loans with a current balance of 585,925, Euros) and the Catering field with 16.68% of the Eligible Portfolio (366 loans with a current balance of 319,323, Euros), in accordance with the table in section b) of the Additional Building Block. Further, 5.57% of the current balance of the Eligible Portfolio on the same date corresponds to the Construction field. The fields of Real Estate activities and Construction comprise jointly 36.17% of the total Eligible Portfolio. Nevertheless, the fields of activity of the Debtors are diverse so it can be stated that the risk of default of the Assets is not exclusively linked to the situation of a specific field of activity but, rather, to the evolution of the Spanish economy. As a result of the levels of sectorial concentration described in this section and in section b) of the Additional Building Block, any situation that has a substantial negative effect on the real estate and construction activities could affect the payment of the Loans and Mortgage Loans backing the Bond issue. 3.2 Risk of default of the Credit Rights. The holders of the Bonds issued by the Fondo will bear the risk of default of the Credit Rights grouped therein, always taking into consideration the credit enhancement instruments provided and described in section of the Additional Building Block. Banco de Sabadell, as Seller, does not assume any responsibility for the Debtors delinquency of the Credit Rights, either for their principal and interest or any other amount owed from the Loans. Banco de Sabadell, in accordance with article 348 of the Código de Comercio (Commercial Code), is liable to the Fondo exclusively for the existence and title of the Credit Rights and of the title under which it carries out the sale. Banco de Sabadell will not assume, in any other form, responsibility in guaranteeing directly or indirectly the success of the transaction, nor will it grant guarantees or enter into agreements to repurchase the Credit Rights, except in the events described in sections and of the Additional Building Block and related to the replacement of the Credit Rights that do not meet the declarations included in section of the Additional Building Block. The Bonds issued by the Fondo do not constitute an obligation on the part of Banco de Sabadell or the Sociedad Gestora. There are no other guarantees granted by public or private entity, including Banco de Sabadell, the Sociedad Gestora and any other company affiliated to or participated by any of the above. 4

11 3.3 Risk of early amortisation of the Credit Rights. The Credit Rights grouped in the Fondo will be prepaid when the Debtors reimburse the portion of outstanding principal of such Rights. The risk of prepayment will be transferred quarterly, on each Payment Date, to the Bondholders through their amortisation in accordance with the rules of Distribution of the Available Resources set out in section of the Securities Note of the Prospectus. 3.4 Limited Hedging. In the event that the defaults reach an elevated level they might reduce, or eliminate, the protection against loss in the Credit Right portfolio enjoyed by the Bonds provided by the credit enhancement instruments described in section of the Additional Building Block. The arrears rate of Banco de Sabadell on 30 September 2008, as described in the financial information included in section 3.5 of the Additional Building Block, is 1.59%. The degree of subordination in the payment of interest and reimbursement of principal of the Bonds of all Series and that derives from the Priority Order of Payments and the Priority Order of Payments for Liquidation constitutes a protection mechanism different for each Series. 3.5 Limited Responsibility. Bonds issued by the Fondo do not represent an obligation of the Sociedad Gestora or the Seller. The flow of resources used to attend the obligations derived from the Bonds is ensured or guaranteed only in the specific circumstances of application of the credit enhancement mechanisms and with the limitations set out in this Prospectus, the Deed of Incorporation and the rest of the contracts related to the incorporation of the Fondo. With the exception of these guarantees, there are no others granted by public or private institutions, including the Seller, the Sociedad Gestora and any other entity affiliated or participated by any of the above. The Credit Rights are the main source of income of the Fondo and, therefore, of payments to the holders of its liabilities. 3.6 Year of issue concentration. As detailed in section of the Additional Building Block, in relation with the year of issue of the loans selected, there is a great concentration according to the percentage of outstanding principal to be collected from the loans granted in 2007 and 2008 (until 30 September), 59.37% of the total Eligible Portfolio. Including the loans issued during 2006, the total is 79.07% of the total Eligible Portfolio. 3.7 Risk of concentration by Debtor. As detailed in section of the Additional Building Block, the Debtor with a higher amount is 8.50% of the Eligible Portfolio on 28 November The group of the ten Debtors with higher amounts is 521,040, Euros, 27.21% of the total Eligible Portfolio and 29.94% of the total amount of the issue. As a result of this level of concentration, any situation that has a substantial negative effect on these ten Debtors could affect the payment of the Assets backing the Bond issue as, in accordance with section , the size of the Reserve Fund will fall between 7.50% and 15.00% of the total amount of the Bond issue. 5

12 Notwithstanding the above, the reduction of the Reserve Fund depends, as established in section of the Additional Building Block, on the percentage of Non Defaulted Credit Rights with arrears equal to or higher than 90 days. There is a possibility that such reduction may not take place if such percentage is higher than 1%. 3.8 Risk of Geographical concentration. As detailed in section of the Additional Building Block, the Autonomous Regions with a greater concentration of Credit Right debtors selected for their sale to the Fondo on the Date of Incorporation are Catalonia (39.98%), Madrid (13.57%) and Comunidad Valenciana (10.25%). 3.9 Amortisation of the Bonds. This Prospectus expects, in section of the Securities Note, conditions in which the amortisation of the Bonds would take place pro rata among the different Series. It should be highlighted that if a situation occurs in which the sum of the Outstanding Live Balance of the Non Defaulted Credit Rights with payment of due amounts in arrears above 90 days exceeds 1.25% for Series B and 1.00% with Series C, of the Outstanding Live Balance of the Non Defaulted Credit Rights, the amortisation of the Bonds will take place in sequence between the different Series; therefore, the rules of pro rata amortisation will not be applied. The arrears rate assumption used to produce the information provided in section and of the Securities Note is 1.32%, and is, therefore, higher than the percentages mentioned in order to allow the pro rata amortisation between the different Series Reserve Fund. This Prospectus expects, in section of the Additional Building Block, conditions under which the initial Reserve Fund may be reduced to reach the Minimum Level of the Reserve Fund. If the Outstanding Live Balance of the Non Defaulted Credit Rights with arrears equal to or higher than 90 days is higher than 1.00% of the Outstanding Live Balance of the Non Defaulted Credit Rights, such reduction will not take place; therefore the initial level of protection of the Fondo would be maintained. The arrears rate assumption used to produce the information provided in section and of the Securities Note is 1.32%, and is, therefore, higher than 1%, above which the Reserve Fund may not be reduced Risk of Principal payment delay. As detailed in section of the Additional Building Block, 8.82% of the Outstanding Live Balance Not Due corresponds to Loans and/or Mortgage Loans with an initial period of principal payment delay, with a maximum limit set in The balance of the bullet loans on 28 November 2008 is 6.85% of the Eligible Portfolio. 6

13 REGISTRATION DOCUMENT FOR SECURITIES (ANNEX VII OF THE CE 809/2004 REGULATIONS) 1 INDIVIDUALS RESPONSIBLE. 1.1 Individuals responsible for the information given in the Registration Document. José Antonio Trujillo del Valle, in the name and on behalf of INTERMONEY TITULIZACIÓN, SGFT, S.A. (hereon, the Sociedad Gestora), entity promoting IM SABADELL EMPRESAS 3, FONDO DE TITULIZACIÓN DE ACTIVOS (the Fondo), assumes responsibility for the contents of this Registration Document. José Antonio Trujillo del Valle, Chairman of INTERMONEY TITULIZACIÓN, SGFT, S.A., in virtue of the agreement of the Board of Directors of the Sociedad Gestora in its meeting held on 10 November Declaration by those responsible for the Registration Document. José Antonio Trujillo del Valle, Sociedad Gestora representative, declares that, following due diligence to guarantee the information included in this Registration Document, to his knowledge, it is in accordance to fact and does not incur in any omission that may affect its content. 2 ACCOUNTING AUDITORS. 2.1 Auditors of the Fondo. In accordance with section of this Registration Document, there is no historical financial information on the Fondo. The Board of Directors of the Sociedad Gestora, in its meeting of 10 November 2008, has designated Ernst & Young (Official Register for Account Auditors or R.O.A.C. number S0530, located at Plaza Pablo Ruiz Picasso 2, Madrid and Tax Code B ) as auditors of the Fondo, without specifying the accounting terms for which they are appointed. The Board of Directors of the Sociedad Gestora will inform the Comisión Nacional del Mercado de Valores (hereon, the CNMV) of any change which may occur in respect of the designation of the auditors. The annual audited accounts of the Fondo and the audit report will be deposited annually at the CNMV and the Registro Mercantil (Companies House). 2.2 Accounting criteria used by the Fondo. The income and expenses will be recognised by the Fondo following the accrual principle, that is, in the time in which such income and expenses occur, irrespective of the date in which they are collected and paid. 7

14 The accounting periods of the Fondo will coincide with the natural calendar. Nevertheless and by exception, the first accounting period will begin on the Date of the Incorporation of the Fondo, and the last will end on the date of the extinction of the Fondo. 3 RISK FACTORS. Risk factors derived from the Issuer s legal nature and activity are described in section 1 of this Prospectus, Risk Factors. 4 INFORMATION ABOUT THE ISSUER. 4.1 Declaration of the establishment of the Issuer as Fondo de Titulización. IM SABADELL EMPRESAS 3, FONDO DE TITULIZACIÓN DE ACTIVOS is the issuer of the securities mentioned in the Securities Note, and will be incorporated in accordance with current Spanish legislation that regulates such Fondos de Titulización de Activos. The purpose is to issue the securities described in the Securities Note and the purchase of the Credit Rights. 4.2 Name of the issuer. The name of the Fondo is IM SABADELL EMPRESAS 3, FONDO DE TITULIZACIÓN DE ACTIVOS. 4.3 Place of registration of the Issuer and its registration number. This incorporation of the Fondo and the issue of the Bonds must be registered in the Official Registers of the CNMV prior to its official date of issue, in accordance with article 26 and following of Ley 24/1988 (Securities Market Act). This Prospectus has been inscribed in such registers on December It is hereby stated that neither the incorporation of the Fondo or the Bonds issued from its assets will be inscribed in the Registro Mercantil (Companies House), as a result of the faculty power included in article 5.4 of Real Decreto 926/ Date of Incorporation and period of activity of the Issuer Date of Incorporation of the Fondo. Once this Prospectus has been registered by the CNMV, the Sociedad Gestora, together with the Seller, will grant the Deed of Incorporation of the Fondo before the start of the Date of Subscription. This will take place on the Date of the Incorporation of the Fondo, 19 December The Sociedad Gestora declares that the content of such Deed of Incorporation will coincide with the Deed of Incorporation s draft project deposited at the CNMV, and that, under no circumstances will the terms of the Deed of Incorporation contradict, modify, alter or invalidate this Prospectus. The Deed of Incorporation can only be modified under exceptional circumstances and when in accordance with current legislation. In any event, such actions will require the 8

15 Sociedad Gestora s notification to the CNMV or appropriate body and will request prior authorisation from them if necessary, and will notify the Rating Agency. These actions will not negatively affect the ratings assigned to the Bonds. The Deed of Incorporation may also be amended by request from the CNMV. The Deed of Incorporation, in accordance with Ley 19/1992 will follow article 6 of Ley 24/1988 and will be, therefore, the deed of the issue of the Bonds and the deed stating the representation of the Bonds as book entries Period of Activity of the Fondo. The activity of the Fondo will begin on the day of the granting of the Deed of Incorporation. The term of the Fondo will extend until the Final Date, except in the event of the prior Early Liquidation of the Fondo as covered in section of the Registration Document or in the event of any of the events covered in section of the Registration Document. The Final Date shall be 17 October 2044, the Payment Date immediately following the 42 months elapsed since the Maximum Date of Maturity of the Credit Rights Early Liquidation of the Fondo. The Sociedad Gestora, prior notification to the CNMV, is entitled to proceed to liquidate the Fondo in advance (hereon, the Early Liquidation of the Fondo) and to amortise the Bonds in advance (hereon, the Early Amortisation of the Bonds), and to extinguish the Fondo on a Payment Date (hereon, the Date of the Early Liquidation) in any of the following situations (hereon, the Early Liquidation Events): (i) (ii) When the Outstanding Live Balance of the Non-Defaulted Credit Rights is lower than 10% of the Initial Balance of the Credit Rights on the Date of Incorporation (in accordance with article 5.3 of Ley 19/1992), and whenever the proceeds from the sale of the Credit Rights pending amortisation, together with the balance of the Treasury Account, and if applicable the Principal Account, permit the total cancellation of the outstanding payment obligations of the Fondo, and observing prior payments with preferential rank in the Priority of Payments, and once all the necessary authorisations from the relevant authorities have been obtained. When, as a result of any event or circumstance related or not to the operation of the Fondo, a substantial alteration occurs or the financial balance of the Fondo is permanently altered in accordance with section 5.6 of Ley 19/1992. This includes the existence of a change in the Law or complementary Acts, the establishment of withholding obligations or other situations that may affect the financial balance of the Fondo. In this event, the Sociedad Gestora, following notification to the CNMV will proceed to the liquidation of the Fondo in accordance with the rules established in the Deed of Incorporation and this Registration Document. (iii) Mandatory, in the event that the Sociedad Gestora is declared bankrupt, and following the lapse of the legally established term, or by default four months, 9

16 no replacement management company has accepted the designation in accordance with section of the Additional Building Block. (iv) In the event of a default indicative of a serious and permanent unbalance of any of the Bonds issued takes place or is expected to happen. (v) 18 months after the date of the last maturity of the Credit Rights, even if there are outstanding payments to be collected. Nevertheless, the Final Date of the Fondo shall be the Payment Date immediately following the 42 months lapsed since the Maximum Date of Maturity of the Credit Rights. (vi) When the Sociedad Gestora has the authorisation from all the Bondholders of all Series and all those holding valid contracts with the Fondo, either for payment of amounts derived from the Early Liquidation or in relation to the procedure to be carried out. In relation to this section, payment obligations derived from the Bonds on the Date of the Early Liquidation will be understood as the Outstanding Principal Balance of the Bonds on such date, plus the interest accrued and not paid to date, minus, if applicable, tax withholding and all amounts considered due and liable on that date. Requirements to proceed to the Early Liquidation of the Fondo: (i) (ii) To obtain, if applicable, all the necessary authorisations by the relevant authorities or administrative bodies. That the Bondholders are notified, following the procedure established in this section and with a 15-Business Day notice, of the agreement of the Sociedad Gestora to proceed to the Early Liquidation of the Fondo. This notification, previously notified to the CNMV, -publishing the appropriate relevant fact in accordance with article 82 of the Securities Market Act-, and to the Rating Agency, will also be published in the Boletín de Cotización Diario (Daily Exchange Rate Bulletin) of the Mercado AIAF or through any other means of diffusion generally accepted by the market and that guarantees the adequate diffusion of information, in time and content. This notification will contain the description of (i) the assumption(s) forcing the Early Liquidation of the Fondo, (ii) the procedure followed, and (iii) the method elected to attend and cancel the payment obligations derived from the Bonds in accordance with the Priority of Payments of section of the Additional Building Block. In order for the Fondo, through its Sociedad Gestora, to carry out the Early Liquidation of the Fondo and the Early Amortisation of the Bond Issue, the Sociedad Gestora, in the name and on behalf of the Fondo, will: (i) (ii) Sell the Credit Rights for an amount that will not be less than the sum of the value of the principal plus interest accrued and not collected from the Credit Rights that remain to be amortised. Cancel all Agreements that are not necessary for the liquidation procedure. In the event that, the above measures are insufficient or Credit Rights or other assets remain in the Fondo, the Sociedad Gestora will proceed to sell them. In order to do so it shall request offers from, at least, five institutions among those most active in the 10

17 market of these assets that, in its opinion, can offer market value. The Sociedad Gestora must accept the best offer that, in its opinion, covers the market value of the assets. In order to establish market value, the Sociedad Gestora may request the valuation reports it considers necessary. The Seller will enjoy a pre-emption right before third parties to repurchase the Credit Rights or other goods derived from them that remain in the assets of the Fondo (Derecho de Tanteo). To this end the Sociedad Gestora will provide the Seller with a list of the assets and the bid offers received from third parties. This right of repurchase can be exercised in the 10 Business Days following the reception of such list and as long as the offer of the Seller equals, at least, the best of the offers received from third parties. This right does not imply, under any circumstance, the Seller s pact or declaration to repurchase the Credit Rights. The Sociedad Gestora, once a reserve for extinction expenses is made, will apply all amounts received from the sale of the Credit Rights of the Fondo to pay the different outstanding items, according to the Priority of Payments for Liquidation, in accordance with section of the Additional Building Block Termination of the Fondo. The Fondo will be terminated as a result of the following circumstances: (i) (ii) When the Credit Rights are fully amortised. When the payment obligations of the Fondo are fully paid. (iii) Following the end of the Early Liquidation of the Fondo procedure described in section of this Registration Document. (iv) In any event, on the Payment Date immediately following the date of the 24- month anniversary since the date of the last maturity of the Credit Rights, even if there are amounts due that have not been collected. In any event, the extinction of the Fondo will take place no later than the Final Date of the Fondo, 17 October 2044 or the following Business Day. (v) In the absence of confirmation as final, prior to the opening of the Subscription Date of the Bonds, of the provisional rating assigned to the Bonds by the Rating Agency, (or if prior to the Date of Subscription an unforeseen or unforeseeable event takes place, and in accordance with article 1,105 of the Código Civil (Civil Code) and the Management and Subscription Agreement for the Bond issue). In this situation, the Sociedad Gestora will cancel the incorporation of the Fondo, the subscription of the Credit Rights, the issue of the Bonds and the remaining contracts of the Fondo. The CNMV will be notified as soon as the extinction is confirmed and will be made public using the procedure described in section 4.3 of the Additional Building Block. In the maximum term of one month from the event forcing the resolution, the Sociedad Gestora will issue a Notary Deed declaring that the payment obligations of the Fondo have been cleared and paid and that it is extinct. 11

18 In the event that, following the liquidation of the Fondo and the payment owed to the different creditors via the distribution of the Available Resources for Liquidation of the Fondo, in accordance with the Priority of Payments for Liquidation established in section of the Additional Building Block, amounts remain they will belong to the Seller under the conditions established by the Sociedad Gestora. In any event, the Sociedad Gestora, acting on behalf and in representation of the Fondo, will not extinguish the Fondo and cancel its inscription in the appropriate administrative registers until all the remaining assets of the Fondo have been liquidated and Available Resources for Liquidation are distributed in accordance with the Priority of Payments for Liquidation, in accordance with section of the Additional Building Block, except the reserve set aside to pay for the fiscal, administrative and publicity final extinction expenses. In the event of the liquidation of the Fondo as a result of section (i) through (iv) above and following a term of 6 months since the liquidation of the remaining assets of the Fondo and the distribution of the Available Resources, the Seller will issue a Notary Deed declaring (i) the extinction of the Fondo and the causes forcing it, (ii) the procedure followed to notify the Bondholders and the CNMV, and (iii) the distribution of Amounts Available for Liquidation, following the Priority of Payments for Liquidation, and will comply with the remaining necessary administrative procedures. The Sociedad Gestora will forward this deed to the CNMV. In the event of the liquidation of the Fondo as a result of section (v) above, and therefore, all the contracts of the Fondo have been cancelled, the Seller will pay all the initial expenses derived from the incorporation of the Fondo up to the maximum amount determined in the Subordinated Loan Agreement for Initial Expenses. 4.5 Address, legal title and legislation applicable to the Issuer. In accordance with article 1 of Real Decreto 926/1998, the Fondo will have a separate net estate, with no legal personality in its own right, and will closed in both assets and liabilities, in accordance with article 3 of Real Decreto 926/1998. InterMoney Titulización, S.G.F.T., S.A., constituted as Sociedad Gestora and empowered to such effect, will be in charge of the legal representation and administration of the Fondo, in accordance with Real Decreto 926/1998. The Fondo will have its registered address at the address of the Sociedad Gestora, Floor 22, Torre Picasso, Plaza Pablo Ruiz Picasso s/n, Madrid (Spain). The Sociedad Gestora s telephone number is Further contact details of the Sociedad Gestora and the Fondo can be found at The Fondo is governed by (i) this Prospectus, (ii) the Deed of Incorporation of the Fondo, (iii) Real Decreto 926/1998 and subsequent developments, (iv) Ley 19/1992 for aspects not covered by Real Decreto 926/1998, and when applicable, (v) Disposición Adicional Quinta of Ley 3/1994, (vi) Real Decreto 1310/2005, (vii) Ley 24/1988 (Securities Market Act) in its current version, (viii) Orden EHA/3537/2005, that develops article 27.4 of Ley 24/1988, and (ix) any further legal resolutions that are current and that are applicable at any given time. The Prospectus is produced in accordance with the templates established in the CE Rule 809/2004 of the, regarding the application of Directive 2003/71/CE of the European 12

19 Parliament and Council in respect of the information contained in prospectuses, and also the format, references, publication of such prospectuses and publicity. Equally, any dispute related to the Fondo that may arise during its operation or liquidation, either between the Bondholders or the Bondholders and the Sociedad Gestora will be subject to the Courts and Tribunals of Madrid, waiving any other forum that might be applicable Taxation regime of the Fondo. In accordance with article 1.2 of Real Decreto 926/1998; article 5.10 of the Ley 19/1992; article 7.1.h) of Real Decreto Legislativo 4/2004 (the New Text of the Corporate Tax Act); article of the Ley 37/1992 (Value Added Tax Act); article 59.k) of Real Decreto 1777/2004, Corporate Tax Regulations; article 45.I.B).15 of Real Decreto 1/1993 (the New Text of the Stamp Tax Act), and the Disposición Adicional Quinta of the Ley 3/1994 and Ley 35/2006 (Personal Tax Act and modifications to Corporate Tax, Tax for Non Residents), the specific characteristics of the current taxation regime for the Fondo are as follows: a) The incorporation of the Fondo is exempt from the Stamp Tax heading corporate operations. b) The issue, subscription, sale and amortisation of the Bonds are subject and exempt from Value Added Tax and from Stamp Tax. c) El Fondo is subject to Corporate Tax, at the general rate currently fixed at 30% for periods beginning 1 January 2008, and subject to standard rules for quota deductions, compensation for loss and other basic elements making up the tax. d) The services of management and custody of the Fondo carried out by the Sociedad Gestora are subject and exempt from VAT. e) In relation to the returns from the Credit Rights that constitute income of the Fondo, there will be no obligation to withhold or to pay in the Corporate Tax. f) The sale to the Fondo of the Mortgage Transfer Certificates is a transaction subject and exempt from VAT and Stamp Tax. g) The Fondo is subject to general notification obligations and those included in Real Decreto 1065/ Issuer s Authorised and issued capital. Not applicable. 5 DESCRIPTION OF THE FONDO DE TITULIZACIÓN. 5.1 Main activity. The sole purpose of the Fondo shall be the transformation of the grouped assets into homogeneous and standardised fixed income securities and capable, therefore, of being traded in organised securities markets. 13

20 The activity of the Fondo consists of the acquisition of a group of Credit Rights granted by the Seller to non-financial companies (companies or individual business persons), described in section of the Additional Building Block, and in the issue of securitised bonds destined to finance the purchase of such Credit Rights. Banco de Sabadell will subscribe all the Bonds of all Series. Income from interest and reimbursement of principal received from the Credit Rights acquired by the Fondo will be applied, quarterly, on each Payment Date to make payments due by the Fondo, in accordance with the Priority of Payments established in section of the Additional Building Block. Income from regular and default interest, and from the reimbursement of principal from the Credit Rights received by the Fondo will be used quarterly, on each Payment Date, to pay any of the Fondo s mandatory items, in accordance with the Priority Order of Payment established in section of the Additional Building Block. Furthermore, the Fondo will arrange, through the Sociedad Gestora, financial operations and agreement services to consolidate the financial structure of the Fondo, to increase its security and the regularity of the Bond payments, to cover temporary deficits between the principal and interest flows from the Credit Rights and the Bonds and, in general, to facilitate the financial transformation taking place in the Fondo s estate between the financial characteristics of the Credit Rights and those of the Series of Bonds. The Sociedad Gestora, in the name of the Fondo, declares that the descriptions of all the agreements (Treasury Account, Principal Account, Payment Agency, Management and Subscription, Initial Expenses Loan, First Period Interest Loan, Management, Reserve Fund Loan and Swap) included in the appropriate sections of this Prospectus, to be subscribed by the Fondo, include the most relevant information of each agreement, reflect their content and do not omit any information that may affect the contents of the Prospectus. 5.2 General description of the participants in the Fondo. - The Sociedad Gestora of the Fondo shall be InterMoney Titulización S.G.F.T., S.A. and will arrange, service and legally represent the Fondo. InterMoney Titulización has also carried out the financial design of the operation and the Bond issue. Intermoney Titulización is a management company of securitisation funds incorporated in Spain and registered at the Madrid Companies House (Registro Mercantil de Madrid), Volume 19, 277, Book 0, Sheet 127, Section 8, Page M , Inscription 1, on 21 October 2003, and also at the Registro Especial de Sociedades Gestoras de Fondos de Titulización of the Comisión Nacional del Mercado de Valores as number 10. Registered address: 22 nd Floor, Torre Picasso, Plaza Pablo Ruiz Picasso s/n, Madrid (Spain). Tax Code (CIF): A Economic Activity Code (CNAE): 67 - Banco de Sabadell acts as Seller of the Credit Rights, Payment Agent and counterparty of the Fondo in the Payment Agent Agreement. Banco de Sabadell will also act as Lead Manager and Subscriber of all the Series, undertaking the roles included in article 35.1 of Real Decreto 1310/2005. Banco de Sabadell also acts as counterparty of the agreements 14

21 for the Treasury Account, Principal Account, Initial Expenses Loan, First Period Interest Loan, Management, Reserve Fund Loan and the Swap. Banco de Sabadell is a bank incorporated in Spain and registered in the Registro Especial de Bancos y Banqueros del Banco de España (Bank of Spain s Special Register for Banks and Bankers) with number It has been registered in the Registro Mercantil (Companies House) of Barcelona, Volume 20,093, Sheet 1, Page B-1561, Inscription 580. Operative headquarters: Plaça Catalunya 1, Sabadell (Spain), and Polígono Can Sant Joan, Sena 12, Sant Cugat del Vallés (Spain) Tax Code (CIF): A Unsubordinated and unsecured short and long-term debt ratings assigned by the Rating Agencies: RATINGS Fitch Moody s S&P Short-term F1 P-1 A1 Long-term A+ Aa3 A+ Outlook Stable Stable Negative These ratings were assigned in April 1993 (Fitch), August 1993 (Moody s) and November 1993 (S&P) and have been confirmed on 30 July 2008 (Fitch), 27 August 2008 (Moody s) and 28 October 2008 (S&P). - Cuatrecasas Abogados, S.R.L. has provided the legal advice for the operation. Registered address: Paseo de Gracia, 111, Barcelona (Spain). Tax Code (CIF): B Cuatrecasas Abogados is registered in the Barcelona Companies House in Volume 37,673, Sheet 30, Section 8, Page 23, Ernst & Young, S.L. acts as auditor of the Fondo and of the attributes of the Initial Credit Right portfolio. Ernst & Young is registered at the R.O.A.C. with number S0530. Registered address: Plaza Pablo Ruiz Picasso, Madrid. Tax Code (CIF): A Ernst & Young is registered in the Madrid Companies House in Volume 19073, Sheet 156, Section 8, Page Moody s Investor Service España, S.A. acts as Rating Agency for the Bonds. Registered address: Calle Bárbara de Braganza 2, Madrid (Spain). Tax Code (CIF): A

22 The Sociedad Gestora belongs to the group of companies Corretaje e Información Monetaria y de Divisas, S.A. that holds 70% of its shares. There is no information on the existence of any other type of direct or indirect property or control between the participants of the securitisation transactions. 6 ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES. The management and legal representation of the Fondo will correspond to the Sociedad Gestora, InterMoney Titulización, in the terms established by Real Decreto 926/1998, Ley 19/1992 (for aspects not covered by the former, when applicable) and other applicable legislation, the terms of the Deed of Incorporation. 6.1 Incorporation and inscription in the Registro Mercantil (Companies House). InterMoney Titulización was incorporated through a public deed executed on 16 October 2003, in the presence of the Madrid Notary Public Antonio Huerta Trolez, protocol number 2572, and with prior authorisation from the Ministerio de Economía y Hacienda on 6 October It is registered in the Registro Mercantil de Madrid in Volume 19,277, Book 0, Sheet 127, Section 8, Page M , Inscription 1, on 21 October 2003, and in the Registro Especial de Sociedades Gestoras de Fondos de Titulización (Special Register for Management Companies for Fondos de Titulización) at the CNMV with number 10. The Sociedad Gestora has perpetual existence, with the exception of the occurrence of any of the causes for dissolution established by legal and statutory regulations. 6.2 Account auditing. The annual accounts of InterMoney Titulización for the years ending on December 31, 2005, 2006 and 2007 have been audited by Price Waterhouse Coopers S.L., with its registered address in Madrid and ROAC (Official Register for Account Auditors) number S0242. The audit reports for the annual accounts for the years 2005, 2006 and 2007 do not present exceptions and have been deposited at the CNMV. 6.3 Corporate purpose. In accordance with legal requirements, Article 2 of its Statutes states that: the Company has the sole purpose of incorporating, managing and legally representing both Fondo de Titulización de Activos and Fondos de Titulización Hipotecaria. Furthermore, and in accordance with current applicable legislation, it will be responsible, as manager of third party business, for the representation and defence of the interests of the holders of the securities issued by the Fondos it manages and of all the other ordinary creditors of the Fondo. Main activities InterMoney Titulización, on 17 December 2008, manages the following securitisation funds: 16

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