DEUTSCHE BANK AG, LONDON BRANCH as Arranger

Transcription

1 DATED: 19 JUNE 2007 IXION PLC (incorporated with limited liability in Ireland) (the "Issuer") Supplement to PROSPECTUS dated 15 June 2007 (the Prospectus ) Series 37 Fixed Rate Portfolio Commodity Linked Secured Notes due 2010 (the "Notes") ISIN: XS COMMON CODE: DEUTSCHE BANK AG, LONDON BRANCH as Arranger

2 General This Prospectus Supplement (the "Prospectus Supplement") in respect of the Series 37 Fixed Rate Portfolio Commodity Linked Secured Notes due 2010 (ISIN XS ; Common Code: ) (the Notes ) of Ixion plc. (the Issuer ) constitutes the Prospectus Supplement for the Notes. Terms defined in the Prospectus have the same meanings in this Prospectus Supplement. The Issuer accepts responsibility for the information contained in this Prospectus Supplement. To the best of the knowledge and belief of the Issuer (which has taken all reasonable care to ensure that such is the case), the information contained in this Prospectus Supplement is in accordance with the facts and does not omit anything likely to affect the import of such information. Save as for issues of notes, there has been no significant change in the financial or trading position of the Issuer. There has been no material adverse change in the financial position or prospects of the Issuer since its date of incorporation. Since the date of incorporation, the Issuer has not commenced operations (other than the finalisation of documentation relating to the Programme) and no financial statements of the Issuer have been prepared. The Issuer intends to publish its first financial statements in respect of the period ending on 31 December Application has been made to the Irish Financial Services Regulatory Authority, (the Financial Regulator ), as competent authority under Directive 2003/71/EC, for this Prospectus Supplement to be approved. The Financial Regulator will provide to the competent authorities in Luxembourg, Spain and The Netherlands a certificate of approval attesting that this Prospectus Supplement has been drawn up in accordance with the Prospectus Directive. A copy of this Prospectus Supplement has been delivered for registration to the Registrar of Companies in Ireland and is available for public inspection at the Companies Announcement Office for a period of 14 days from the date of this Prospectus Supplement and for so long as the Notes are listed on the Irish Stock Exchange, at the registered office of the Issuer and the office of the Paying Agent in Ireland (both as specified on the back page of this Prospectus Supplement). Amendment to Prospectus of Series 37 Fixed Rate Portfolio Commodity Linked Secured Notes due 2010 The Prospectus shall be deemed to be amended with effect from 18 June 2007 by: (a) the deletion of the Interest Amounts paragraph contained in the Summary of the Transaction section, and the replacement thereof with: Interest Amounts The Notes will bear interest at a fixed rate within a range of 5 per cent. to 6.40 per cent. per annum calculated on their Aggregate Nominal Amount and payable annually on 20 July each year commencing 20 July 2008 to, and including, the

3 Scheduled Maturity Date. The fixed rate will be determined by the Issuer prior to the Issue Date and notified to Noteholders by way of a Supplement to this Prospectus on or prior to the Issue Date. Interest amounts payable are not linked to the performance of the PCS. (b) the deletion of paragraph 15(v) of the Terms of the Notes, and the replacement thereof with: (v) Fixed Coupon Amount : ixed Coupon Amount will be within a range of EUR 50 to EUR 64 per EUR 1,000 Note and will be determined by the Issuer prior to the Issue Date and notified to Noteholders by way of a Supplement to this Prospectus on or prior to the Issue Date. licable, the Irish Stock Exchange and Noteholders will be notified, in respect of any such amendment to the Fixed Coupon Amount. In all other respects the Prospectus shall remain in full force and effect. The amended and restated Prospectus is attached as an annex hereto

4 REGISTERED OFFICE OF THE ISSUER 5 Harbourmaster Place Dublin 1 Ireland TRUSTEE Deutsche Trustee Company Limited Winchester House 1 Great Winchester Street London EC2N 2DB United Kingdom ISSUING AND PAYING AGENT Deutsche Bank AG, London Branch Winchester House 1 Great Winchester Street London EC2N 2DB United Kingdom PAYING AGENT Deutsche International Corporate Services (Ireland) Limited 5 Harbourmaster Place Dublin 1 Ireland SWAP COUNTERPARTY Deutsche Bank AG, New York Branch 60 Wall Street New York, New York USA to the Arranger and the Trustee as to English law: Linklaters LLP One Silk Street London EC2Y 8HQ United Kingdom to the Issuer as to Irish law: Matheson Ormsby Prentice 30 Herbert Street Dublin 2 Ireland Listing Counsel: Gide Loyrette Nouel MNP CityPoint 1 Ropemaker Street London EC2Y 9HT United Kingdom LISTING AGENT Deutsche Bank AG, London Branch Winchester House 1 Great Winchester Street London EC2N 2DB United Kingdom

5 ANNEX TO PROSPECTUS SUPPLEMENT DATED: 15 JUNE 2007 IXION PLC (incorporated with limited liability in Ireland) (the "Issuer") PROSPECTUS Series 37 Fixed Rate Portfolio Commodity Linked Secured Notes due 2010 (the "Notes") DEUTSCHE BANK AG, LONDON BRANCH as Arranger The attention of investors is drawn to the section headed "Investment Considerations and Risk Factors" on page 3 of this Prospectus

6 TABLE OF CONTENTS SUMMARY OF THE TRANSACTION... 3 INVESTMENT CONSIDERATIONS AND RISK FACTORS... 9 GENERAL TERMS AND CONDITIONS OF THE NOTES FURTHER INFORMATION CONCERNING THE ISSUE DEED INFORMATION CONCERNING THE CALCULATION AGENT INFORMATION CONCERNING THE INVESTMENT ADVISER INFORMATION CONCERNING THE SWAP AGREEMENT FURTHER INFORMATION CONCERNING THE DEPOSIT ACCOUNT...50 USE OF PROCEEDS TAX CONSIDERATIONS LEGAL OPINIONS AVAILABILITY OF PROSPECTUS AND OTHER DOCUMENTS PAYING AGENTS AND LISTING AGENTS SELLING RESTRICTIONS ANNEX 1: INFORMATION CONCERNING THE ISSUER...55 ANNEX 2:INFORMATION CONCERNING THE BOND COLLATERAL...57 ANNEX 3: FORM OF PORTFOLIO COMMODITY SWAP...60 ANNEX 4: FORM OF INVESTMENT ADVISORY AGREEMENT

7 SUMMARY OF THE TRANSACTION This Summary is a general overview of the structure underlying the Notes and is qualified in its entirety by the contents of this Prospectus, including the documents incorporated by reference herein. Any decision to invest in the Notes should be based on a consideration of the Prospectus as a whole. No civil liability will attach to the Issuer in any Member State of the European Economic Area in which the relevant provisions of the Prospectus Directive (Directive 2003/71/EC) have been implemented unless this Summary, including any translation thereof, is misleading, inaccurate or inconsistent when read together with the other parts of this Prospectus. Where a claim relating to the information contained in this Prospectus is brought before a court in such a Member State, the plaintiff may, under the national legislation of that Member State, be required to bear the costs of translating the Prospectus before the legal proceedings are initiated. Capitalised terms used in this Summary have the meanings given to them in the remainder of this Prospectus. The Issuer Ixion plc (the Issuer ) is a public limited company incorporated in Ireland under the Companies Acts 1963 to 2005 with registration number Its registered office is at 5 Harbourmaster Place, Dublin 1, Ireland. The Issuer has been established as a special purpose vehicle and its principal activities are the issue of financial instruments, the acquisition of financial assets and the entering into of other legally binding agreements. The Notes The Notes are euro denominated fixed rate portfolio commodity linked secured notes to be issued on 20 July 2007 (the Issue Date ) and are due to mature on 20 July 2010 (the Scheduled Maturity Date ). The denomination of each Note is EUR1,000 and the aggregate nominal amount of Notes to be issued is EUR20,000,000, or such other amount determined by the Issuer prior to the Issue Date and notified to Noteholders by way of a Supplement to this Prospectus on or prior to the Issue Date (the Aggregate Nominal Amount ). The issue price is 100 per cent. of the Aggregate Nominal Amount and the return which will be paid to Noteholders at maturity, or on any early redemption of the Notes, is linked to the performance of a managed pool of reference commodities via a portfolio commodity swap agreement to be entered into on the Issue Date between Deutsche Bank AG, New York Branch (the Swap Counterparty ) and the Issuer (as described below). The Notes are not principal protected. The Notes are secured, limited recourse obligations of the Issuer and will be issued in bearer form represented on issue by a Temporary Global Note exchangeable after 40 days for a Permanent Global Note. The Notes may not be offered or sold within the United States or to U.S. persons except in accordance with Regulation S under the U.S. Securities Act of

8 The obligations of the Issuer under the Notes will be secured, inter alia, over EUR 20,000,000 in principal amount of Fixed Rate Bonds issued by Eurohypo AG due 2010 (ISIN:DE ) (the Securities ) and the Issuer s rights against the Swap Counterparty under the PCS and the Asset Swap (as defined below). Deutsche Bank AG, acting through its London branch (in such capacity, the Purchaser") will agree pursuant to a Purchase Agreement to be entered into between the Purchaser and the Issuer by execution of the Issue Deed to purchase the Notes at the Issue Price on the Issue Date. The Purchaser proposes to sell the Notes to a distributor who shall offer the Notes in a public offering to retail investors in The Netherlands, Spain and Luxembourg. This Prospectus will be passported pursuant to the Prospectus Directive into those jurisdictions. No specific tranche of the Notes is being reserved for any of the countries in which the Notes are being offered (see further "Selling Restrictions"). Interests in the Notes will be credited to each investor s securities account at Euroclear or Clearstream (as the case may be) against payment from such investor s cash account at Euroclear or Clearstream (as the case may be) of the purchase price in respect of the relevant Notes on or about the Issue Date. The Aggregate Nominal Amount of the Notes and certain other Conditions of the Notes indicated in this Prospectus as being subject to final determination prior to the Issue Date will be determined after the marketing period in respect of the Notes has ended, which is expected to be on or around the date falling seven days prior to the Issue Date. Application has been made to the Irish Financial Services Regulatory Authority (the Financial Regulator ), as competent authority under Directive 2003/71/EC (the "Prospectus Directive"), for the Prospectus to be approved. Application has been made to the Irish Stock Exchange Limited (the Irish Stock Exchange ) for the Notes to be admitted to the Official List and trading on its regulated market. The Financial Regulator will provide to the competent authorities in Luxembourg, Spain and The Netherlands a certificate of approval attesting that the Prospectus has been drawn up in accordance with the Prospectus Directive. The Notes are governed by English law. Redemption at Maturity Subject as provided below, the redemption amount per Note payable on the Scheduled Maturity Date will be an amount in EUR equal to such Note s pro rata share of (a) the Aggregate Nominal Amount of the Notes minus (b) any Cash Settlement Amount payable under the PCS. In addition, Noteholders will receive a pro rata share of any Trading Account Balance as at the Scheduled Maturity Date. The Trading Account Balance will represent the aggregate positive and negative adjustment amounts (subject to a minimum of zero) determined in accordance with the Investment Advisory

9 Agreement in relation to Substitutions made to the Portfolio prior to the Scheduled Maturity Date. If the Termination Date of the PCS falls after the Scheduled Termination Date, the Maturity Date of the Notes will be postponed to the fifth Business Day following the Termination Date of the PCS and no interest will accrue on the Notes in respect of any period between the Scheduled Maturity Date and the Maturity Date. If the redemption amount of each Note would otherwise be less than the Denomination of such Note, Noteholders will receive on the Maturity Date a pro rate share of the Makewhole Amount, which will be an amount in EUR equal to any shortfall, subject to a maximum amount of the Performance Linked Advisory Fee that would otherwise be payable to the Investment Adviser. Early Redemption The Notes may be redeemed prior to the Scheduled Maturity Date in certain limited circumstances in accordance with the Conditions, including where either Swap Agreement is terminated in accordance with its terms, upon certain tax events in relation to the Notes or upon the occurrence of certain Events of Default. Subject as provided below, the Early Redemption Amount payable in respect of each Note on the Early Redemption Date shall be an amount in EUR equal to such Note s pro rata share of (i) the proceeds of enforcement of the security over the Mortgaged Property minus (ii) all sums secured on the Mortgaged Property in priority to the claims of Noteholders, including any sums payable to the Trustee, any Termination Payments due to the Swap Counterparty under the Swap Agreements and any Early Redemption Unwind Costs. The Notes may be redeemed at the option of Noteholders pursuant to an Extraordinary Resolution if the Swap Counterparty, the Custodian or the Issuing and Paying Agent has failed to take the prescribed action following a Swap Counterparty Rating Downgrade, a Custodian Rating Downgrade, an Agent Rating Downgrade or a Deposit Bank Rating Downgrade, as applicable and as more particularly described herein. In such circumstances, the Issuer shall redeem each Note at its pro rata share of the sum of (i)(a) the Aggregate Nominal Amount of the Notes minus (b) any Cash Settlement Amount payable under the PCS, (ii) the Trading Account Balance (if any) on such date and (iii) the Makewhole Amount, together with interest accrued to the date fixed in the Redemption Notice for redemption. Interest Amounts The Notes will bear interest at a fixed rate within a range of 5 per cent. to 6.40 per cent. per annum calculated on their Aggregate Nominal Amount and payable annually on 20 July each year commencing 20 July 2008 to, and including, the Scheduled Maturity Date. The fixed rate will be determined by the Issuer prior to the Issue Date and notified to Noteholders by way of a Supplement to this Prospectus on or prior to the Issue Date. Interest amounts payable are not linked to the performance of the PCS

10 Use of Proceeds The Issuer will use the proceeds from the issue of Notes to purchase the Securities on the Issue Date. Swap Agreements, Portfolio and Investment Advisory Agreement The Issuer and the Swap Counterparty will enter into a portfolio commodity swap transaction (the PCS ) on or around the Issue Date, pursuant to which the Swap Counterparty will purchase exposure to a portfolio of notional long commodity trigger swaps (each a Long Notional CTS ) and sell exposure to a portfolio of notional short commodity trigger swaps (each a Short Notional CTS and, together with a Long Notional CTS, each a Notional CTS ) (the Portfolio ), all more particularly described in the PC Swap. The initial Portfolio will be determined on or prior to the Issue Date in accordance with the terms of the PCS and Noteholders will be notified of the initial Portfolio pursuant to a Supplement to this Prospectus to be dated on or before the Issue Date. Subsequent to the Issue Date the Portfolio may be adjusted from time to time by the Swap Counterparty. The Swap Counterparty will appoint Deutsche Asset Management International GMBH (the Investment Adviser ) to advise it in relation to any Substitutions pursuant to an investment advisory agreement (the Investment Advisory Agreement ) entered into on or around the Issue Date between the Investment Adviser, the Swap Counterparty and Deutsche Bank AG, acting through its London branch. A Trigger Event will occur in relation to a Notional CTS if the average price determined in respect of such Notional CTS for the 10 Business Days immediately prior to the Scheduled Maturity Date of the Notes (as determined in accordance with the PCS) is less than the Trigger Amount specified in relation to such Notional CTS, all as more specifically described in the form of PCS set out in the Prospectus. Following the occurrence of a Trigger Event in the final 10 Business Days prior to the Scheduled Termination Date in relation to any Notional CTS, a Notional CTS Cash Settlement Amount will fall to be determined in accordance with the terms of such Notional CTS, as described in the PCS. On the Termination Date of the PCS, the Calculation Agent will determine any Loss Determination Amount thereunder as an amount equal to (a) the aggregate of all Notional CTS Cash Settlement Amounts in respect of all Long Notional CTS in the Portfolio as at such date minus (b) the aggregate of all Notional CTS Cash Settlement Amounts in respect of all Short Notional CTS in the Portfolio as at such date, subject to a minimum of zero. The Calculation Agent will then determine the Cash Settlement Amount (if any) as being an amount equal to such Loss Determination Amount minus the Portfolio Threshold Amount, all as determined in accordance with the terms of the PCS. The Threshold Amount represents the amount of losses that will be absorbed by the Swap Counterparty before Noteholders receive a reduced redemption amount in respect of the Notes and will be an amount in EUR determined prior to the Issue Date and notified to Noteholders pursuant to a Supplement to this Prospectus to

11 be dated on or before the Issue Date. The redemption amount of each Note shall be reduced by a pro rata share of such Cash Settlement Amount. The Issuer and the Swap Counterparty will enter into an asset swap transaction (the Asset Swap ) on or around the Issue Date. The Issuer will on the Issue Date pay to the Swap Counterparty an amount equal to the Aggregate Notional Amount of the Notes and the Swap Counterparty will deliver the Securities to the Custodian for the account of the Issuer. The Swap Counterparty will pay to the Issuer sums equal to the Interest Amounts payable by the Issuer on the Notes and the Issuer will pay to the Swap Counterparty sums equal to interest payable in respect of the Securities. On the Maturity Date, the Issuer will pay to the Swap Counterparty, unless the Asset Swap has been terminated at such time, the net proceeds of redemption of the Securities. In exchange, the Swap Counterparty will pay to the Issuer an amount in EUR equal to (i) the Aggregate Nominal Amount of the Notes plus (ii) the Trading Account Balance (if any) on such date plus (iii) any Makewhole Amount. If the Notes become subject to early redemption, the Asset Swap will be terminated in accordance with its terms and a termination payment may be payable (other than following termination of the Asset Swap and/or the PCS following an Event of Default or a Termination Event following a Tax Event Upon Merger on the part of the Swap Counterparty) by one party to the other reflecting the total losses and costs (or gain, in which case expressed as a negative number) of the other party in connection with the Asset Swap. Risk Factors Investment in the Notes is only suitable for investors who have the requisite knowledge and experience in financial and business matters to evaluate the merits and risks of such an investment. Each investor must determine, based on its own independent review and such professional advice as it deems appropriate, that its acquisition of the Notes (i) is fully consistent with its financial needs, objectives and condition, (ii) complies and is consistent with all investment policies, guidelines and restrictions applicable to it and (iii) is a fit, proper and suitable investment for it, notwithstanding the clear and substantial risks inherent in investing in or holding the Notes. Investors should obtain all required independent professional advice before purchasing the Notes. The Notes are direct, secured, limited recourse obligations of the Issuer payable solely out of the assets. If the proceeds of realisation of the Securities prove insufficient to make payments on the Notes, no other assets will be available for payment of the shortfall, and, following distribution of the proceeds of realisation, the Issuer will have no further obligation to pay any amounts in respect of such shortfall. The Issuer is an Irish company and as such is subject to Irish insolvency and examinership laws. Any investment in the Notes does not have the status of a bank deposit and is not within the scope of any deposit protection scheme

12 Each Noteholder will be solely responsible for any taxes of any jurisdiction or governmental or regulatory authority. In the event that any withholding tax or deduction for tax is imposed on the Notes, Noteholders will not be entitled to receive grossed-up amounts to compensate for such withholding tax and no Event of Default shall occur as a result of any such withholding or deduction. The Issuer may for specified tax or legal reasons or a payment default or early redemption in respect of the Securities redeem all Notes early in accordance with the Conditions. The amount payable to Noteholders in such circumstances may be less than the then Aggregate Nominal Amount of the Notes. The Issuer is exposed to the ability of the Swap Counterparty to perform its obligations in respect of the Swap Agreements and the ability of the Securities issuer to perform its payment obligations. The Notes are not principal protected. Amounts due in respect of principal on the Notes will be affected by the amounts due and payable by the Issuer under the PCS and the Asset Swap. The Notes differ from ordinary debt securities in that the occurrence of Trigger Events in relation to Long Notional CTSs may result in a reduction in the redemption amount paid to Noteholders. The Portfolio may be adjusted from time to time by Swap Counterparty, which will effect Substitutions on the advice of the Investment Adviser pursuant to the Investment Advisory Agreement. Substitutions may be made to the Portfolio in a way that is detrimental to Noteholders, although all Substitutions must comply with the relevant criteria set out in the Investment Advisory Agreement. The Issuer is not a party to the Investment Advisory Agreement and no rights or interests of any other party under the Investment Advisory Agreement have been secured in favour of Noteholders. The Notes may have no established trading market when issued, and one may never develop. If a market does develop, it may not be liquid. THE CONSIDERATIONS SET OUT ABOVE ARE A SUMMARY OF THE INVESTMENT CONSIDERATIONS AND RISK FACTORS CONTAINED IN THE PROSPECTUS AND ARE NOT INTENDED TO BE A COMPREHENSIVE LIST OF ALL CONSIDERATIONS RELEVANT TO A DECISION TO PURCHASE OR HOLD ANY NOTES

13 INVESTMENT CONSIDERATIONS AND RISK FACTORS The purchase of Notes may involve substantial risks and is suitable only for sophisticated investors who have the knowledge and experience in financial and business matters necessary to enable them to evaluate the risks and the merits of an investment in the Notes. Before making an investment decision, prospective purchasers of Notes should consider carefully, in the light of their own financial circumstances and investment objectives, all the information set forth in the Base Prospectus and, in particular, the considerations set forth below and in this Prospectus. The Issuer does not represent that the statements below regarding the risks of holding the Notes are exhaustive and the Issuer may be unable to pay interest, principal or other amounts on or in connection with the Notes for reasons other than those described below. This Prospectus identifies in general terms certain information that a prospective investor should consider prior to making an investment in the Notes. Purchasers of Notes should conduct such independent investigation and analysis regarding the Issuer, the Commodities, the Securities and the obligors in respect thereof, the Notes, the Swap Counterparty, the Investment Adviser (each of the terms as defined herein) and all other relevant persons and market and economic factors as they deem appropriate to evaluate the merits and risks of an investment in the Notes. The Issuer and the Arranger disclaim any responsibility to advise purchasers of Notes of the risks and investment considerations associated with the purchase of the Notes as they may exist at the date hereof or from time to time thereafter. However, as part of such independent investigation and analysis, prospective purchasers of Notes should consider all the information set forth in the Base Prospectus and this Prospectus, including the considerations set forth below. (A) (B) (C) All payments to be made by the Issuer in respect of the Notes and the Swap Agreement related thereto will be made only from and to the extent of the sums received or recovered from time to time by or on behalf of the Issuer or the Trustee in respect of the Mortgaged Property (as defined in Condition 4(a)) in respect of such Notes; To the extent that such sums are less than the amount which the holders of the Notes and the Swap Counterparty may have expected to receive if paragraph (A) above did not apply (the difference being referred to herein as a "shortfall"), such shortfall will be borne by such holders and by the Swap Counterparty in accordance with the Terms and Conditions of the Notes and the order of priorities specified in this Prospectus; and Each holder of the Notes, by subscribing for or purchasing the Notes, will be deemed to accept and acknowledge that it is fully aware that: (i) the holders of the Notes and the Swap Counterparty shall look solely to the sums referred to in paragraph (A), as applied in accordance with paragraph (B) above (the "Relevant Sums") for payments to be made by the Issuer in respect of the Notes and the Swap Agreement related thereto;

14 (ii) (iii) (iv) the obligations of the Issuer to make payments in respect of the Notes and the Swap Agreement related thereto will be limited to the Relevant Sums and the holders of the Notes and the Swap Counterparty shall have no further recourse to the Issuer in respect of the Notes or the Swap Agreement related thereto; without prejudice to the foregoing, any right of the holders of the Notes and the Swap Counterparty to claim payment of any amount exceeding the Relevant Sums shall be automatically extinguished; and the holders of the Notes shall not be able to petition for the winding up of the Issuer or the appointment of an examiner in respect of the Issuer as a consequence of any such shortfall. Investment in the Notes is only suitable for investors who: (1) have the requisite knowledge and experience in financial and business matters, and access to, and knowledge of, appropriate analytical resources, to evaluate the information contained in the Base Prospectus and this Prospectus and the merits and risks of an investment in the Issuer in the context of such investors financial position and circumstances; (2) are capable of bearing the economic risk of an investment in the Issuer for an indefinite period of time; (3) are acquiring the Notes for their own account for investment, not with a view to resale, distribution or other disposition of the Notes (subject to any applicable law requiring that the disposition of the investor s property be within its control); and (4) recognise that it may not be possible to make any transfer of the Notes for a substantial period of time, if at all. Further, each prospective purchaser of Notes must determine, based on its own independent review and such professional advice as it deems appropriate under the circumstances, that its acquisition of the Notes (i) is fully consistent with its (or if it is acquiring the Notes in a fiduciary capacity, the beneficiary s) financial needs, objectives and condition, (ii) complies and is fully consistent with all investment policies, guidelines and restrictions applicable to it (whether acquiring the Notes as principal or in a fiduciary capacity) and (iii) is a fit, proper and suitable investment for it (or if it is acquiring the Notes in a fiduciary capacity, for the beneficiary), notwithstanding the clear and substantial risks inherent in investing in or holding the Notes. None of the Issuer, the Arranger, the Swap Counterparty or any other person has or will make any representation or statement as to the suitability of the Notes for investors. Investors should obtain all required independent professional advice before purchasing the Notes. FACTORS THAT MAY AFFECT THE ISSUER'S ABILITY TO FULFIL ITS OBLIGATIONS UNDER THE NOTES The Issuer is a special purpose vehicle The Issuer s sole business is the raising of money by issuing notes or other obligations for the purposes of purchasing assets and entering into related derivatives and other

15 contracts. The Issuer has covenanted not to have any subsidiaries or employees, or to consolidate or merge with any other person or to issue any shares (other than such shares as were in issue on the date of its incorporation). As such, the Issuer has, and will have, no assets other than its issued and paid-up share capital, such fees (as agreed) payable to it in connection with the issue of the Notes or entry into other obligations from time to time and any Mortgaged Property and any other assets on which Notes or other obligations are secured. There is no day to day management of the business of the Issuer. Regulation of the Issuer by any regulatory authority Any investment in the Notes does not have the status of a bank deposit in Ireland and is not within the scope of the deposit protection scheme operated by IFSRA. The Issuer is not regulated by IFSRA by virtue of the issue of the Notes. The Issuer is not required to be licensed, registered or authorised under any current securities, commodities or banking laws of its jurisdiction of incorporation and will operate without supervision by any authority in any jurisdiction. There is no assurance, however, that regulatory authorities in one or more jurisdictions would not take a contrary view regarding the applicability of any such laws to the Issuer. The taking of a contrary view by such regulatory authority could have an adverse impact on the Issuer or the holders of the Notes. Any investment in the Notes does not have the status of a bank deposit and is not within the scope of any deposit protection scheme. Preferred creditors under Irish law The Issuer is an Irish company. Since the Notes and all other obligations of the Issuer are limited recourse obligations, it is unlikely that the Issuer will become subject to insolvency proceedings. However, under Irish law, upon an insolvency of an Irish company, when applying the proceeds of assets subject to fixed security which may have been realised in the course of a liquidation or receivership, the claims of a limited category of preferential creditors will take priority over the claims of creditors holding the relevant fixed security. These preferred claims include the remuneration, costs and expenses properly incurred by any examiner of the company (which may include any borrowings made by an examiner to fund the company s requirements for the duration of his appointment) which have been approved by the Irish courts (see Examinership below). In relation to the disposal of assets of any Irish tax resident company which are subject to security, a person entitled to the benefit of the security may be liable for tax in relation to any capital gains made by the company on a disposal of those assets on exercise of the security. Examinership Examinership is a court procedure available under the Irish Companies (Amendment) Act 1990, as amended to facilitate the survival of Irish companies in financial difficulties. The Issuer, the directors of the Issuer, a contingent, prospective or actual creditor of the Issuer, or shareholders of the Issuer holding, at the date of presentation of the petition,

16 not less than one-tenth of the voting share capital of the Issuer are each entitled to petition the court for the appointment of an examiner. The examiner, once appointed, has the power to set aside contracts and arrangements entered into by the company after his appointment and, in certain circumstances, can avoid a negative pledge given by the company prior to his appointment. Furthermore, he may sell assets the subject of a fixed charge. However, if such power is exercised he must account to the holders of the fixed charge for the amount realised and discharge the amount due to them out of the proceeds of sale. During the period of protection, the examiner will compile proposals for a compromise or scheme of arrangement to assist the survival of the company or the whole or any part of its undertaking as a going concern. A scheme of arrangement may be approved by the Irish High Court when at least one class of creditors has voted in favour of the proposals and the Irish High Court is satisfied that such proposals are fair and equitable in relation to any class of members or creditors who have not accepted the proposals and whose interests would be impaired by implementation of the scheme of arrangement. In considering proposals by the examiner, it is likely that secured and unsecured creditors would form separate classes of creditors. In the case of the Issuer, if the Trustee represented the majority in number and value of claims within the secured creditor class (which would be likely given the restrictions agreed to by the Issuer in the Conditions), the Trustee would be in a position to reject any proposal not in favour of the Noteholders. The Trustee would also be entitled to argue at the Irish High Court hearing at which the proposed scheme of arrangement is considered that the proposals are unfair and inequitable in relation to the Noteholders, especially if such proposals included a writing down of the value of amounts due by the Issuer to the Noteholders. The primary risks to the holders of Notes if an examiner were to be appointed to the Issuer are as follows: (i) (ii) (iii) the potential for a scheme of arrangement to be approved involving the writing down of the debt owed by the Issuer to the Noteholders as secured by the Trust Deed; the potential for the examiner to seek to set aside any negative pledge in the Notes prohibiting the creation of security or the incurring of borrowings by the Issuer to enable the examiner to borrow to fund the Issuer during the protection period; and in the event that a scheme of arrangement is not approved and the Issuer subsequently goes into liquidation, the examiner s remuneration and expenses (including certain borrowings incurred by the examiner on behalf of the Issuer and approved by the Irish High Court) will take priority over the monies and liabilities which from time to time are or may become due, owing or payable by the Issuer to the Noteholders. RISKS RELATING TO THE NOTES GENERALLY Set out below is a brief description of certain risks relating to the Notes generally:

17 Limited recourse obligations The Notes are direct, secured, limited recourse obligations of the Issuer payable solely out of the assets charged by the Issuer in favour of the Trustee on behalf of the Noteholders and the other secured parties (including without limitation, the Swap Counterparty). The Issuer will have no other assets or sources of revenue available for payment of any of its obligations under the Notes. The Noteholders will have no right to take title to, or possession of, the charged assets unless the Trustee, having become bound to do so, fails or neglects to take action against the Issuer and such failure or neglect is continuing. No assurance can be made that the proceeds available for and allocated to the repayment of the Notes at any particular time will be sufficient to cover all amounts that would otherwise be due and payable in respect of the Notes. If the proceeds of the realisation of the charged assets received by the Trustee for the benefit of the Noteholders prove insufficient to make payments on the Notes, no other assets will be available for payment of the shortfall, and, following distribution of the proceeds of such realisation, the Issuer will have no further obligation to pay any amounts in respect of such shortfall and accordingly no debt will be owed by the Issuer in respect of any such shortfall. No person other than the Issuer will be obliged to make payments on the Notes. Taxation, no gross up of interest Each Noteholder will assume and be solely responsible for any and all taxes of any jurisdiction or governmental or regulatory authority, including, without limitation, any state or local taxes or other like assessments or charges that may be applicable to any payment to it in respect of the Notes. In the event that any withholding tax or deduction for tax is imposed on payments of interest or principal on the Notes, the Noteholders will not be entitled to receive grossed-up amounts to compensate for such withholding tax and no Event of Default shall occur as a result of any such withholding or deduction. Modification, waivers and substitution The conditions of the Notes contain provisions for calling meetings of Noteholders to consider matters affecting their interests generally. These provisions permit defined majorities to bind all Noteholders including Noteholders who did not attend and vote at the relevant meeting and Noteholders who voted in a manner contrary to the majority. The Trustee may, in certain circumstances, without the consent of Noteholders, (i) agree to any modification of, or the waiver or authorisation of any breach or proposed breach of, any of the provisions of the Notes or (ii) determine without the consent of the Noteholders that any Event of Default or potential Event of Default shall not be treated as such or (iii) agree to the substitution of another company as principal debtor under the Notes in place of the Issuer. Early Redemption for tax or legal reasons The Issuer may for specified tax or legal reasons, as detailed in Condition 7(c), upon giving notice to Noteholders, redeem all Notes earlier than the Maturity Date in accordance with the Conditions of the Notes. The Early Redemption Amount payable to

18 Noteholders in such circumstances may be less than the then Outstanding Principal Amount of the Notes. Priority of claims The relative claims of, inter alios, the Swap Counterparty (subject to certain exceptions set out in the Conditions) over the Mortgaged Property rank prior to claims of the Noteholders. The claims of the Trustee for its fees, expenses and/or any other amounts owing to it pursuant to an indemnity or otherwise rank senior to the claims of the Noteholders. Change of law The Conditions of the Notes are governed by English law in effect as at the Issue Date. No assurance can be given as to the impact of any possible judicial decision or change to English law or administrative practice after the Issue Date. Provision of information None of the Issuer, the Trustee, the Arranger, the Investment Adviser or any affiliate of such persons makes any representation as to the credit quality of the Swap Counterparty or Securities Issuer. Any of such persons may have acquired, or during the term of the Notes may acquire, non-public information with respect to the Swap Counterparty or Securities Issuer. None of such persons is under any obligation to make such information directly available to Noteholders. None of such persons is under any obligation to make available any information relating to, or keep under review on the Noteholders behalf, the business, financial conditions, prospects, creditworthiness or state of affairs of the Securities Issuer or conduct any investigation or due diligence into the Securities Issuer. RISKS RELATING TO THE SECURITIES No investigations No investigations, searches or other enquiries have been made by or on behalf of the Issuer, the Swap Counterparty, the Arranger, the Investment Adviser or the Trustee in respect of the Securities and no representations or warranties, express or implied, have been given by the Issuer, the Swap Counterparty, the Arranger, the Investment Adviser or the Trustee any other person on their behalf in respect of the Securities. Early Redemption for Securities default If, in respect of the Notes, the Securities become repayable prior to their stated date of maturity or (unless the Trustee otherwise agrees) there is a payment default in respect of the Securities, the Issuer may be required to redeem the Notes in whole or in part on the basis set out in Condition 7(b). The Notes are not principal protected in such circumstances and the amount payable to Noteholders will be calculated in accordance with the Conditions including the order of priorities set out in this Prospectus

19 RISKS RELATING TO THE COUNTERPARTIES Reliance on creditworthiness of other parties The ability of the Issuer to meet its obligations under the Notes will depend, inter alia, on the receipt by it of payments under the Swap Agreement. Consequently, the Issuer is exposed to the ability of the Swap Counterparty to perform its obligations in respect of the Swap Agreement. The receipt by the Issuer of payments under the Swap Agreement will also be dependent on the timely payment by the Issuer of its obligations under the Asset Swap. The ability of the Issuer to make timely payment of its obligations under the Asset Swap will depend on receipt by it of the scheduled payments under the Securities. Consequently, the Issuer will also be exposed to the ability of the issuer of the Securities to perform its payment obligations. The Securities will be held in accounts with the Custodian. The Custodian will be responsible under the Agency Agreement for receiving payments on the Securities and remitting them as required in the context of the relevant Notes. Trustee conflicts of interest In connection with the exercise of its functions, the Trustee shall have regard to the interests of the secured parties including, without limitation, the Noteholders as a class and shall not have regard to the consequences of such exercise for individual Noteholders and the Trustee shall not be entitled to require, nor shall any Noteholder be entitled to claim, from the Issuer any indemnification or payment in respect of any tax consequence of any such exercise upon individual Noteholders. In acting as Trustee under the Trust Deed, the Trustee shall not, in respect of the Notes, assume any duty or responsibility to the Swap Counterparty (other than to pay to the Swap Counterparty any moneys received and payable to it and to act in accordance with the Conditions and shall have regard solely to the interests of the Noteholders and the other secured parties (including without limitation, the Swap Counterparty). Business relationships and capacity of the Arranger The Issuer, the Arranger and any of their affiliates may have existing or future business relationships with the Swap Counterparty, Securities Issuer and/or Investment Adviser (including, but not limited to, lending, depository, risk management, advisory and banking relationships), and will pursue actions and take steps that they deem or it deems necessary or appropriate to protect their or its interests arising therefrom without regard to the consequences for a Noteholder. In addition, the Issuer, the Arranger and any of their affiliates may make a market or hold positions in respect of any of the Securities relating to any particular transaction. From time to time, the Arranger and its affiliates may own significant amounts of Notes. The Arranger and its affiliates may act in a number of capacities in respect of the Notes including, without limitation, Dealer, Investment Adviser, Calculation Agent, Swap Counterparty and Disposal Agent. The Arranger and its affiliates acting in such capacities in connection with the Notes shall have only the duties and responsibilities expressly agreed to by such entities in the relevant capacity and shall not, by virtue of acting in any

20 other capacity, be deemed to have other duties or responsibilities or be deemed to hold a standard of care other than as expressly provided with respect to each such capacity. The Arranger and its affiliates in their various capacities in connection with the Notes may enter into business dealings, from which they may derive revenues and profits in addition to any fees, without any duty to account therefor. Legality of purchase None of the Issuer, the Trustee, the Arranger, the Investment Adviser nor any affiliate of such persons has or assumes responsibility for the lawfulness of the acquisition of the Notes by a prospective purchaser of the Notes (whether for its own account or for the account of any third party), whether under the laws of the jurisdiction of its incorporation or the jurisdiction in which it operates (if different), or for compliance by that prospective purchaser (or any such third party) with any law, regulation or regulatory policy applicable to it. RISKS RELATED TO COMMODITY LINKED NOTES Occurrence of Trigger Events The Notes are commodity linked notes linked to the performance of the Portfolio of Notional CTSs and the Commodity Reference Price in relation to each of the Commodities referenced by Notional CTSs in the Portfolio. None of the Issuer, the Arranger, the Trustee or any person on their behalf makes any representation or warranty, express or implied, as to the quality of any Commodity or the performance of any Notional CTS or of the Portfolio Commodity Swap. Investors in the Notes shall be deemed to have fully understood the provisions of the Portfolio Commodity Swap (including each Notional CTS included in the Portfolio) and the Asset Swap related thereto and, in particular, the fact that amounts due in respect of principal on the Notes will be affected by the amounts due and payable by the Issuer under such Portfolio Commodity Swap and the Asset Swap. The Notes are not principally protected. The Notes differ from ordinary debt securities in that the occurrence of Trigger Events in relation to Long Notional CTSs may result in a reduction in the Redemption Amount paid to Noteholders. On the Termination Date of the Portfolio Commodity Swap, the Calculation Agent will determine any Loss Determination Amount under the Portfolio Commodity Swap as an amount equal to (a) the aggregate of all Notional CTS Cash Settlement Amounts in respect of all Long Notional CTS in the Portfolio as at such date minus (b) the aggregate of all Notional CTS Cash Settlement Amounts in respect of all Short Notional CTS in the Portfolio as at such date, subject to a minimum of zero. The Calculation Agent will then determine the Cash Settlement Amount (if any) as being an amount equal to such Loss Determination Amount minus the sum of (a) the Threshold Amount and (b) the Tranche Restoration Amount, all as determined in accordance with the terms of the Portfolio Commodity Swap. The Redemption Amount of each Note shall be reduced by a pro rata share of such Cash Settlement Amount. The Portfolio The Initial Portfolio will be determined on or prior to the Issue Date in accordance with the terms of the Portfolio Commodity Swap and Noteholders will be notified of the Initial

21 Portfolio in accordance with the Conditions. Subsequent to the Issue Date the Portfolio may be adjusted from time to time by the Swap Counterparty, which will effect Substitutions on the advice of the Investment Adviser pursuant to the Investment Advisory Agreement. The Investment Adviser has been appointed by the Swap Counterparty, amongst other things, to monitor the performance of the Portfolio on an ongoing basis and to recommend Substitutions with the objective to preserve the expected payments of principal under the Notes. All Substitutions proposed by the Investment Adviser which meet the relevant criteria set out in the Investment Advisory Agreement will be made to the Portfolio and no other party will have any discretion to approve or reject any such Substitution. Notwithstanding the fact that the Investment Adviser has the objective of preserving the expected payments of principal under the Notes, Substitutions may be made to the Portfolio in a way that is detrimental to Noteholders. In acting under the Investment Advisory Agreement, the Investment Adviser will act solely as adviser to the Swap Counterparty and will not assume any obligations towards or relationship of agency or trust for or with the Issuer or Noteholders. The Issuer is not a party to the Investment Advisory Agreement and no rights or interests of any party under the Investment Advisory Agreement have been secured to the Trustee in favour of Noteholders. Pursuant to the Investment Advisory Agreement, the Investment Adviser disclaims any responsibility under the Investment Advisory Agreement other than to render the services required to be rendered by the Investment Adviser thereunder and subject to the standard of care described therein. The Investment Adviser shall not assume any fiduciary duty or responsibility with regard to the Swap Counterparty, the Calculation Agent, the Investment Administrator, the Issuer or Noteholders or any other person nor give any warranty as to the performance or profitability of the Portfolio and/or the payments to be made under the Notes. The Investment Adviser shall not incur any liability in acting upon any publicly available information published or provided to it in relation to the Portfolio, save for manifest errors. The Investment Adviser shall not incur any liability to anyone in acting upon any signature, instrument, settlement, notice, resolution, request, direction, consent, order, certificate, report, opinion, or other document or paper reasonably believed by it to be genuine and properly authorised, executed or signed by the proper party or parties, save for manifest errors. The Investment Adviser, or its respective directors, members, officers, shareholders, partners, agents and employees, shall not be liable (whether directly or indirectly, in contract, in tort or otherwise) to the Swap Counterparty, the Calculation Agent, the Investment Administrator, the Issuer, Noteholders or any other person for losses, claims, damages, judgements, interests on judgements, assessments costs, fees, charges amounts paid in settlement or other liabilities (collectively Liabilities ) incurred by such person that arise out of or in connection with the performance by the Investment Adviser of its duties or functions under the Investment Advisory Agreement, provided that nothing shall relieve the Investment Adviser from Liabilities it may have (a) by reason of acts or omissions constituting bad faith, fraud, wilful misconduct or negligence of the Investment Adviser or any of its directors, employees or agents in the performance of the obligations of the Investment Adviser thereunder; or (b) by reason of any material breach by the Investment Adviser of the Investment Advisory Agreement which is not already covered by (a)