IM CERES 1 CAJAMAR FONDO DE TITULIZACION DE ACTIVOS ASSET BACKED SECURITIES 450,500,000

Transcription

1 IM CERES 1 CAJAMAR FONDO DE TITULIZACION DE ACTIVOS ASSET BACKED SECURITIES 450,500,000 A1 Series: 36,000, % A2 Series: 359,800,000 6m-EURIBOR +0.30% B Series: 54,700,000 12m-EURIBOR +1% Backed by Primary Sector Loans granted by Placement Directors CAJAMAR Santander Central Hispano Underwriters CAJAMAR Santander Central Hispano Paying Agent Banco Popular Español, S.A. Fondo designed, arranged and managed by Pza. Pablo Ruiz Picasso, 1.Torre Picasso, pl Madrid Tel Fax

2 This document is an English version of the Spanish Prospectus. No document other than the Spanish Prospectus, which has been registered in the Comisión Nacional del Mercado de Valores, may be considered as having any legal effect whatsoever. 1. THE FONDO PROSPECTUS SUMMARY The name of the Fondo is "IM CERES 1 CAJAMAR, Fondo de Titulización de Activos", hereon IM CERES 1 CAJAMAR or the Fondo. It is established pursuant to the provisions of Royal Decree 926/1998 May 14 th which regulates the "Fondos de Titulización de Activos" and the "sociedades gestoras de Fondos de titulización". The Fondo IM CERES 1 CAJAMAR is regulated in accordance with (i) this Prospectus (ii) the Fondo Regulations, (iii) Royal Decree 926/1998, and subsequent Dispositions that might develop, (iv) Law 19/1992, July 7 th, (Régimen de Sociedades y Fondos de Inversión Inmobiliaria and Fondos de Titulización Hipotecaria), regarding aspects not covered by Royal Decree 926/1998 and whenever applicable, (v) Law 24/1998, July 28 th, (Mercado de Valores), in respect of its supervision, inspection and sanctions, and any other applicable aspect, (vi) Law 44/2002, November 22 nd, (Medidas de Reforma del Sistema Financiero) (hereon, Law 44/2002) and, (vii) the remaining current legal and statutory dispositions that may be applied at any given time. 2. SOCIEDAD GESTORA "IM CERES 1 CAJAMAR, Fondo de Titulización de Activos" Fondo de Titulización de Activos" is arranged by "InterMoney Titulización, Sociedad Gestora de Fondos de Titulización, S.A.". 3. SECURITIES ISSUED SERIES AMOUNT (Euros) % COUPON AMORTIZATION FITCH A1 36,000, % 2.95% PAC AAA A2 359,800, % 6m Euribor % Pass-through AAA B 54,700, % 12m Euribor + 1% Pass-through: beginning end of A BBB CPR 5% TAA 10% TAA 15% TAA A1 Series Average Life Duration A2 Series Average Life Duration B Series Average Life Duration Early Liquidation Call Date 24/09/ /09/ /09/2010 These tables have been established with the hypothesis included in section II.12 of this Prospectus.

3 PAC and Pass-through are terms generally accepted in the market to indicate that the amortization of the Bonds takes place, in the first case, with an pre-established flow of payments, and in the second case, parallel to the amortization of the assets endorsing the Bonds. In any event, the exact terms of the amortization conditions must be consulted in section II.11. of this Prospectus. Call is a term generally accepted by the market to indicate the date of the early liquidation of the Fondo Amount, price and interest rate of the Bonds 4,505 Bonds will be issued in two Classes, represented as book entries of 100,000 nominal Euros each, and for a total amount of 450,500,000. The issue price of each Bond shall be 100,000 Euros, that is, 100% of its nominal value. Class A shall be made up of 3,958 Bonds, and shall be divided in two Series. A1 Series shall be made up of 360 Bonds, accruing a fixed annual nominal interest, to be paid each semester on each Payment Date, of 2.95%. A1 Series will pay interest every semester. A2 Series shall be integrated by 3,598 Bonds, accruing a variable annual nominal interest, to be paid each semester on each Payment Date, resulting from the sum of (i) 6-month EURIBOR interest rate, determined as is established in section II of the Prospectus, plus (ii) a margin of 0.30%. A2 Series will pay interest every semester. Class B shall be made up of 547 Bonds integrating a single Series, Series B, which will accrue a variable annual nominal interest, to be paid annually on each Payment Date of Bond B, corresponding to September 24 th of each year, from the first Payment Date of the Fondo, resulting from the sum of (i) 1-year EURIBOR interest rate, determined as is established in section II of the Prospectus, plus (ii) a margin of 1%. Series B will pay interest annually. Penalty Interest: Both for interest and principal, unpaid amounts will not accrue penalty interest Amortization of the Bonds. The redemption amount of each Bond shall be 100,000 Euros, equivalent to its nominal value. The amortization of Class A Bonds will be subject to the amortization schedule of the Credit Rights grouped in the portfolio, and this amortization will be transferred each semester, in terms established in section II.11. of this Prospectus. Notwithstanding the above, each Bond from the A1 Series will pay on each Payment Date a fixed amount of 12,500 Euros in accordance with the rules of said section. A2 Series Bonds will amortize on each Payment Date in a variable amount to be determined in said section. The amortization of Class B Bonds will be also subject to the amortization schedule of the Credit Rights grouped in the portfolio, in terms established in section II.11. of this Prospectus, and will begin once the amortization of Class A has taken place; the amortization of this Class will be take place annually Maturity of the Bonds. The Bonds will mature on the Date in which they are fully amortised or on the date of the liquidation of the Fondo. The final date for the regular amortization of the Credit Rights grouped in the portfolio to be securitised is August 1, 2032.

4 4. RATING OF THE BONDS On the Date of Incorporation a preliminary rating of AAA for A1 Bonds, AAA for A2 Bonds and BBB for the B Bonds, have been assigned by Fitch Ratings España S.A. 5. AND STRUCTURE OF THE FONDO Initial Balance of the Fondo ASSETS Credit Rights OF THE FONDO (in origin) LIABILITIES A1 Bonds A2 Bonds B Bonds Initial Expenses Activated Treasury Subordinated Loan for Initial Expenses Subordinated Loan (for Reserve Fund) 1 st Payment Date Resources Subordinated Loan for First Period Interest Structure of the Fondo Agente de Pagos Serie A1 (PAC) Serie A2 Cajamar Principal + Intereses IM CERES 1 Cajamar, FTA Bonos (Pass-through simultáneo) Préstamos Amortización + intereses Serie B Sector Primario Intermoney Titulización S.G.F.T. (Subordinado) 6. CREDIT ENHANCEMENT AFFECTING THE BONDS The following financial enhancement instruments have been established to improve the risk of the Bonds issued by the Fondo: Reserve Fund, described in section V.3.4.: with an initial amount of 30,183,500 Euros.

5 Subordination of the B Bonds, the payment of principal and interest of the B Series of Bonds is subordinated to the payment of principal and interest of the Class A Bonds. Fondo s Account at a guaranteed variable interest rate as described in section V.3.5. of this Prospectus. All amounts collected by the Fondo from the Credit Rights and the rest of its treasury will be deposited in the account opened in the name of the Fondo at the Paying Agent, which has maximum short term rating assiged by the Rating Agency. 7. PRIORITY OF PAYMENTS OF THE FONDO The income of the Fondo, as defined in section V.4.2. of this Prospectus, will be allocated, on each Payment Date, to the following concepts, even in the event of a general lack of resources: (i) Expenses and Taxes of the Fondo. (ii) Payment to the Sociedad Gestora. (iii) Interest Payment of Class A Bonds. (iv) Interest Payment of Class B Bonds on B Bond Payment Dates. In the event that, on a Payment Date, the ratio defined as (i) the Oustanding Nominal Balance of the Credit Rights derived from OFSP which during the life of the Fondo have entered into a situation of non-payment above 90 days, divided by (ii) the Outstanding Nominal Balance of the Credit Rights derived from OFSP on the Closing Date, is above 11.5%, payment of B Bond interest will be postponed to position (vi). (v) Amortization of Class A Bonds. (vi) Payment of B Bond interest in the event of the postposition described in (iv) above. (vii) Amortization of Class B Bonds on B Bond Payment Dates. (viii) Reserve Fund provision. (ix) Interest accrued by the Subordinated Loan for First Period Interest. (x) Interest accrued by the Subordinated Loan for Initial Expenses. (xi) Fixed remuneration of the Participative Loan. (xii) Amortization of the Principal of the Subordinated Loan for First Period Interest. (xiii) Amortization of the Principal of the Subordinated Loan for Initial Expenses. (xiv) Variable remuneration of the Participative Loan, without prejudice to section V.3.3. (xv) Participative Loan amortization. 8. ASSETS OF THE FONDO The assets of IM CERES 1 CAJAMAR comprises Credit Rights derived from loans granted by the Seller to individuals or companies to finance agricultural and farming activities, with or without real guarantee, mortgaged or not, referred to as Primary Sector Loans or OFSP (in the Spanish original). These operations are loans, granted through the official procedures of the Seller, and are administered by said Seller in accordance with its general management procedures, common to this type of transaction. Some of these loans include a mortgage guarantee, sold to the Fondo through Mortgage Transfer Certificates. The assets of the Fondo IM CERES 1 CAJAMAR comprises Credit Rights sold by Cajamar and selected from the 8,951 with a live balance on May 7, 2004, of 468,389, Euros, until the amount of 450,499, Euros is reached. Here follow relevant data of the portfolio, dated May 7, 2004.

6 The OFSP distribution by date of origination is as follows: DATE TOTAL % , , , , ,870, ,944, ,958, ,061, ,415, , ,931, , ,428, ,586, TOTAL ,389, ISSUE DATE Current Balance (%) ,62% ,76% 5,14% ,75% ,70% ,14% ,40% ,15% ,03% ,24%

7 The OFSP distribution according to outstanding balance is as follows: TOTAL % 0-25,000 5,370 58,610, ,000-50,000 1,358 47,298, ,000-75, ,208, , , ,963, , , ,537, , , ,082, , , ,508, ,000-1,000, ,943, ,000,000-1,500, ,715, ,500,000-2,000, ,502, ,000,000-3,000, ,017, TOTAL 8, ,389, % 18% 16% 14% 12% 10% 8% 6% 4% 2% 0% The OFSP distribution according to the class of interest rate is as follows: CLASS OF INTEREST RATE TOTAL (EUROS) % Fixed 2,703 36,412, Variable 6, ,976, TOTALS 8, ,389, CLASS OF INTEREST RATE (Current Balance %) Variable 92,23% Fixed 7,77%

8 The OFSP distribution according to the reference interest rate is as follows: REFERENCE INTEREST RATE TOTAL % WEIGHED MARGIN RATE CECA 2 97, EUR , EUR , EUR ,987, IRPHB ,667, IRPHC 2, ,366, IRPHCE 1 21, EURH 3, ,054, MIBH ,628, MIB , TOTAL 6, ,976, REFERENCE INTEREST RATE Current Balance (%) EUR6 0,05% CECA 0,02% IRPHB 3,40% IRPHC 35,27% IRPHCE 0,00% EUR12 2,08% EUR3 0,19% MIB12 0,03% MIBH 5,93% EURH 53,03% The OFSP distribution according to residual maturity is as follows: RESIDUAL MATURITY Months TOTAL % ,249 14,055, ,345 70,242, ,304 92,921, ,017, ,751, ,272, ,882, > ,245, TOTAL 8, ,389, % 15% 10% 5% Residual Maturity in Months Current Balance (%) 0% >

9 The OFSP distribution according to their type of guarantee is as follows: TYPE OF GUARANTEE TOTAL % Mortgage 2, ,935, Second lien mortgage ,747, First lien mortgage 1, ,188, Personal 6, ,453, TOTAL 8, ,389, GUARANTEE (Current Balance %) Personal 34,26% With prior penalties 15,32% Without prior penalties 50,42% The OFSP distribution according to the destination of the investment is as follows: PURPOSE OF THE OFSP TOTAL % GARDEN CULTIVATION 5, ,838, SERVICES RELATED TO AGRICULTURE 1,226 78,277, GARDEN, HORTICULTURAL SPECIALITIES AND GREEN HOUSE CULTIVATION ,085, CULTIVATION OF CEREAL AND OTHERS 392 9,012, CITRUS FRUITS CULTIVATION 133 7,271, CULTIVATION OF OTHER FRUITS, NUT FRUITS, SPICES AND BEVERAGE CULTIVATION 257 7,054, INTENSIVE PIG FARMING 91 5,279, SHEEP AND GOAT FARMING 163 4,196, OLIVE TREE CULTIVATION 161 2,853, FLOWER AND ORNAMENTAL PLANT CULTIVATION 78 2,111, VINE CULTIVATION 92 2,039, AGRICULTURE AND STOCK BREEDING COMBINED 39 1,832, AGRICULTURAL PRODUCTION 21 1,773, POULTRY FARMING 27 1,232, SHEEP FARMING AND RAW MILK PRODUCTION , HORSE BREEDING 3 673, EXTENSIVE PIG FARMING , STOCK BREEDING 4 584, OTHER CATTLE FARMING , CULTIVATION OF FRUIT, DRIED FRUIT, SPICES AND BEVERAGE CULTIVATION , SERVICES RELATED TO STOCK BREEDING, EXCEPT VETERINARY AND GARDEN MAINTENANCE 1 74, SERVICE ACTIVITIES RELATED WITH AGRICULTURE AND STOCK BREEDING, EXCEPT VETERINARY ACTIVITIES; GARDEN MAINTENANCE 7 69, SHEEP, GOAT AND HORSE FARMING 3 35, PIG FARMING 3 49, TOTAL 8, ,389,

10 The OFSP distribution according to the geographical distribution is as follows: PROVINCE EUROS % Almeria 6, ,352, Murcia 1,728 58,876, Malaga ,437, Other 73 3,722, TOTAL 8, ,389, ,00 PROVINCE (Current Balance %) Almería 83,98% Others 0,79% Málaga 2,66% Murcia 12,57% Further information on the Credit Right portfolio can be found in Chapter IV of the Prospectus. 9. PAYMENT DATES AND NOTIFICATIONS Payment Dates to the Bondholders: for Class A Bonds, March and September 24 th of each year during the life of the Fondo. Payment Date of the B Bond is September 24 th of each year. Once Class A is fully amortized, Payment Dates of the Fondo will be B Bond Payment Dates. If such dates are not a Business Day, the immediately following Business Day. The first Payment Date of the Fondo and of all the Bonds of both Classes shall be September 24 th, Notification Dates of the amounts corresponding to the maturity of the principal of the Bonds corresponding to the Payment Date: February 24 th and September 5 th of each year for Class A Bonds and September 5 th for B Bonds. If such date is not a Business Day, the inmediatelly following Business Day. 10. EARLY LIQUIDATION (CALL)AND EXTINCTION OF THE FONDO Early Liquidation of the Fondo The Sociedad Gestora is empowered to proceed to the early liquidation of the Fondo IM CERES 1 CAJAMAR when the Outstanding Nominal Balance of the OFSP is below 10% of the initial balance, provided the amount received from the sale of the Credit Rights and the existing balance of the Fondo s Account, any other account opened at the Financial Agent, and in its case the Reinvestment Account, is sufficient to amortize the outstanding obligations with the Bond holders, and in accordance with the Priority Order of Payments established in section V.4 of this Prospectus, and that, if necessary, the appropiate authorizations have been obtained from the relevant authorities. As the A Bonds have a semi-annual frequency and the B Bonds annual, this early liquidation will only take place on a B Bond Payment Date.

11 Liquidation of the Fondo The Fondo will be extinguished, when appropriate, in the following situations, following notification to the CNMV and the Rating Agency section III.10 of this Prospectus contains the regulation of these assumptions-: (i) When the Credit Rights are fully amortised. In the event that all the Credit Rights have matured and there remain outstanding amounts to be collected and paid to the Bondholders, the Fondo will be extinguished on the Payment Date which follows the two years following the maturity of the last Credit Right, September 25, (ii) When the Bonds issued are fully amortized. (iii) When, in the opinion of the Sociedad Gestora, exceptional circumstances render impossible, or extremely difficult, the financial equilibrium of the Fondo. (iv) In the assumption established in Article 19 of Royal Decree 926/1998, which establishes the obligation to liquidate the Fondo in advance, when four months have elapsed since the occurrence of an event of substitution of the Sociedad Gestora (because of its bankruptcy) and no other Sociedad Gestora has been found to manage the Fondo. (v) When a default takes place in respect of any of the securities issued by the Fondo indicating a serious and permanent unbalance or is expected to happen. (vi) If provisional ratings granted by the Rating Agency are not confirmed as final ratings, prior to the beginning of the Subscription Period of the Bonds, the incorporation of the Fondo will be dissolved. 11. LISTING OF THE BONDS The listing of this issue in the AIAF Market will be requested. 12. ACCOUNTING REGISTER OF BOOK ENTRIES The entity in charge of the accounting registry of the Bonds shall be Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A. (hereon, IBERCLEAR ). 13. PAYING AGENT The financial service of the Bonds will be attended through Banco Popular Español S.A. (hereon, Banco Popular). 14. ADDITIONAL INFORMATION Illustrative nature of the information Information included in the Prospectus tables, regarding interest payments, amortisation of principal, average life and return, and specially, information provided in the Financial Service Table of the Fondo, is provided on an illustrative basis only, and does not represent specific payment obligations to third parties on behalf of the Fondo on the dates and periods to which they refer. The Data have been calculated under assumptions of interest rate, default rates, and

12 prepayment rates of the Credit Rights subject to continuous change, therefore, any investor interested in knowing the expected payment scheduled on any particular date should request the information to those institutions authorised to distribute it which are identified in this Prospectus,. Risk of default of the Credit Rights The Bondholders will bear the risk of default of the OFSP grouped in the Fondo, always taking into account the protection afforded by the credit enhancement mechanisms. The Seller, in accordance with article 348 of the Código de Comercio, is responsible to the Fondo exclusively for the existence and legitimacy of the OFSP in the terms and conditions established in the Fondo Regulations and which are included in Chapter IV of this Prospectus, together with the legal entity under which the Seller acts, but does not assume any responsibility for the default of the Debtors, both for principal (hereon, Principal of the Credit Rights) and interest (hereon, Interest of the Credit Rights) or of any other amount owed from the OFSP. Neither will the assume, in any other form, responsibility in guaranteeing directly or indirectly the success of the transaction, nor will it grant guarantees or warranties, neither by virtue of the Fondo Regulations or any other agreement or contract. Prepayment Risk of the Credit Rights The Credit Rights grouped in the Fondo are subject to prepayment when the borrowers prepay the outstanding capital. Hence, amortisation of the Bonds may vary in respect of the amounts initially expected for each Payment Date. Recourse in the event of default of the Credit Rights In the event of default of any amount due to the holders of the Bonds, these will only have recourse against the Sociedad Gestora when it is in breach of its obligations under the Fondo Regulations and this Prospectus. The Sociedad Gestora is the only authorised representative of the Fondo against third parties and in any legal procedure, in accordance with the law. The obligations of the Seller and the other entities in any way taking part in this transaction are limited by those included in the contracts related to the Fondo IM CERES 1 CAJAMAR, the most relevant of which are described in this Prospectus. Nature of the Prospectus: a prerequisite for this bond issue is its registration at the Official Register of the C.N.M.V., which has taken place on June 3, The Sociedad Gestora is responsible to the Bondholders for the information included in this Prospectus. This Prospectus does not constitute an offer nor a request to subscribe, sell or purchase the securities in the jurisdictions in which said offer does not adjust to the law nor to those individuals whose personal law does not authorise to make such an offer. 15. PARTICIPANTS Seller Sociedad Gestora Paying Agent Placement Directors and Underwriters Design and structure of the operation Legal advise Auditors Caja Rural Intermediterránea, Sociedad Cooperativa de Crédito (Cajamar). InterMoney Titulización, SGFT, S.A. Banco Popular Español, S.A. Caja Rural Intermediterránea, Sociedad Cooperativa de Crédito (Cajamar) and Banco Santander Central Hispano, S.A. InterMoney Titulización, SGFT, S.A. J&A Garrigues, S.L. Ernst & Young