Jupiter International Co. Limited (the Issuer )

Transcription

1 Jupiter International Co. Limited (the Issuer ) (incorporated with limited liability in the Cayman Islands) Secured Note Issuance Programme This Issuer Disclosure Annex together with pages 1 to 90 of the Base Prospectus dated 4 July 2005 relating to the Programme and any douments which are deemed to be incorporated by reference herein comprises a base prospectus relating to the Issuer (the Base Prospectus ). This Issuer Disclosure Annex forms part of the Base Prospectus and must be read and construed in conjunction with the rest of the Base Prospectus, and all other documents, if any, which are deemed to be incorporated by reference in the Base Prospectus. This Issuer Disclosure Annex together with the remainder of the Base Prospectus has been prepared for the purposes of providing information on the Issuer and Series of Notes issued under the Programme. Arranger and Dealer Citigroup Global Markets Limited The date of this Issuer Disclosure Annex is 8 July 2005

2 TABLE OF CONTENTS DESCRIPTION OF THE ISSUER...2 Page CAYMAN ISLANDS TAXATION...5 SUBSCRIPTION RESTRICTIONS...6 GENERAL INFORMATION...7

3 DESCRIPTION OF THE ISSUER General The Issuer was registered and incorporated under the name Asian Bond Finance Limited on 3 May 1994 as a limited liability company under the Companies Law (2003 Revision) of the Cayman Islands, registered number The name of the Issuer was changed to Jupiter International Co. Limited by special resolution of the company passed on 18 January 1995, which name was registered in the Cayman Islands on 20 January The Issuer has been incorporated for an indefinite period. The registered office of the Issuer is M&C Corporate Services Limited, P.O. Box 309, Ugland House, Church Street, Grand Cayman, Cayman Islands, British West Indies (Tel: ). The authorised share capital of the Issuer is U.S.$50,000 divided into 50,000 shares of U.S.$1.00 each (the Ordinary Shares ). 1,000 Ordinary Shares are issued and fully paid and are legally owned by Maples Finance Limited (the Share Trustee ) under the terms of a declaration of trust (the Declaration of Trust ) dated 21 February 1995, as amended by a Supplemental Trust Deed dated 13 December 2000, under which the Share Trustee holds all the issued Ordinary Shares of the Issuer on trust for the holders of all bonds and notes issued by the Issuer until all payments due in respect of such bonds and notes have been duly made in accordance with their respective terms and thereafter on trust for a specified charity. Under the terms of the Declaration of Trust, the Share Trustee has, inter alia, covenanted not to dispose of or otherwise deal with the Ordinary Shares whilst any of the Notes remain outstanding, without the approval of the Noteholders. The Share Trustee has no beneficial interest in and derives no benefit other than its fees for acting as Share Trustee from its holding of the Ordinary Shares. Business The principal objects of the Issuer are set forth in Clause 3 of its Memorandum of Association and include carrying on the business of an investment holding company and acquiring, investing and holding by way of investment shares, stocks, debenture stock, bonds and other securities, along with the issuing of bonds and notes and entry into swap agreements, as described below So long as any of the Notes issued by the Issuer remains outstanding, the Issuer shall not, without the consent of the Trustee and any Swap Counterparty, incur any other indebtedness for borrowed moneys or engage in any business (other than acquiring and holding the Mortgaged Property, issuing the Notes, acquiring, benefiting from or entering into any Credit Support Document, entering into any Option Agreement and any Swap Agreement and issuing further Series of Notes and entering into related transactions as provided for in Condition 5), declare any dividends, purchase, own, lease or otherwise acquire any real property (including office premises or like facilities), consolidate or merge with any other person or convey or transfer its properties or assets substantially as an entity to any person (otherwise than as contemplated in the Conditions and the Trust Deed), issue any shares or enter into any securities lending transactions. The Issuer has not engaged, since its incorporation, in any activities other than those incidental to its incorporation, the accession to the Programme, the authorisation and issue of the Notes, the matters referred to or contemplated in the Base Prospectus and the authorisation, execution, delivery and performance of the other documents to which it is or will be a party and matters which are incidental or ancillary to the foregoing. The Issuer will not, inter alia, (a) enter into any business whatsoever, other than acquiring Mortgaged Property, issuing Notes or creating other Obligations or entering into a similar limited recourse transaction, entering into related agreements and transactions and performing any act incidental to or in connection with the foregoing, (b) have any subsidiaries, (c) have any employees or (d) dispose of any Mortgaged Property or any interest therein or create any mortgage, charge or security interest or right of recourse in respect thereof in favour of any person (other than contemplated by the Base Prospectus)

4 The Issuer has, and will have, no assets other than the sum of U.S.$1,000 representing the issued and paid-up share capital, such fees (as agreed) per issue payable to it in connection with the issue of Notes or the purchase, sale or incurring of other obligations and any Mortgaged Property and any other assets on which the Notes or other obligations are secured. The Issuer does not have any subsidiaries. The Notes are obligations of the Issuer alone and not of the Share Trustee or the Trustee. Furthermore, they are not obligations of, or guaranteed in any way by, Citigroup Global Markets Limited (formerly known as Salomon Brothers International Limited) or any Swap Counterparty or Option Counterparty. The Collateral will be held in the name of or under the control of or in such other manner as is approved by the Custodian. The Custodian will be responsible under the Agency Agreement for receiving payments on the Collateral and remitting them to the relevant Swap Counterparty or the Issuing and Paying Agent, as the case may be. Save in respect of the fees generated in connection with the issue of each Series, any related profits and the proceeds of any deposits and investments made from such fees or from amounts representing the Issuer issued and paid-up share capital, the Issuer will not accumulate any surpluses. Fees payable by the Issuer to its administrator, the Trustee, the Custodian and the Paying and Transfer Agents in respect of each issue of Notes will be paid by the relevant Dealer or lead manager, as the case may be, and none of the Trustee, the Paying Agents, the Custodian, the Registrar, the Transfer Agents or the Calculation Agent(s) may have recourse to assets of the Issuer which are held as security for issues other than the issue in respect of which the claims arise. Additionally, the Paying Agents, the Custodian, the Registrar, the Transfer Agents and the Calculation Agent(s) have agreed that the payments of outstanding fees (if any) shall be limited to amounts available, following application in accordance with the terms of the Trust Deed, to discharge such liabilities. Authorised and Issued Share Capital The following table sets forth the authorised and issued share capital of the Issuer as at the date of the Base Prospectus: Shareholders Funds U.S.$ Share Capital Authorised:... 50,000 Issued:... 1,000 As applicable, notes included in the above table have been converted into U.S. dollars at the rates of = U.S.$1. Directors The Directors of the Issuer are as follows: Name Function Other Activities Helen Allen Director Senior Vice President, Maples Finance Limited Mora Goddard Director Vice President, Maples Finance Limited Phillip Hinds Director Senior Vice President, Maples Finance Limited - 3 -

5 The business address of the Directors is c/o Maples Finance Limited, Queensgate House, PO Box 1093 GT, George Town, Grand Cayman, Cayman Islands. Maples Finance Limited of Queensgate House, PO Box 1093 GT, George Town, Grand Cayman, Cayman Islands is the administrator of the Issuer. Its duties include the provision of certain management, administrative and related services. The appointment of the administrator may be terminated and the administrator may retire upon three months notice subject to the appointment of an alternative administrator on similar terms to the existing administrator. The significant business activity of Maples Finance Limited is operating as a management company. Financial Statements Since the date of incorporation, no financial statements of the Issuer have been prepared. The Issuer is not required by the Cayman Islands law to, and does not intend to, publish financial statements. The Issuer is required to and will provide the Trustee with written confirmation, on an annual basis, that no Event of Default or other matter which is required to be brought to the Trustee s attention has occurred

6 CAYMAN ISLANDS TAXATION The following is a summary based on the laws and practices currently in force in the Cayman Islands regarding the tax position of investors beneficially owning their Notes and should be treated with appropriate caution. Particular rules may apply to certain classes of taxpayers holding Notes. The summary does not constitute tax or legal advice and the comments below are of a general nature only. Prospective investors in the Notes should consult their professional advisers on the tax implications of the purchase, holding, redemption or sale of the Notes and the receipt of interest thereon under the laws of their country of residence, citizenship or domicile. Under existing Cayman Islands laws: (i) (ii) (iii) payments in respect of the Notes, Coupons or Receipts will not be subject to taxation in the Cayman Islands (the Islands ) and no withholding will be required on such payments to any holder of a Note, Coupon or Receipt and gains derived from the sale of Notes will not be subject to income or corporation tax in the Islands. The Islands currently have no income, corporation or capital gains tax and no estate duty, inheritance tax or gift tax; the holder of any Bearer Note, Coupon or Receipt (or the legal personal representative of such holder) whose Bearer Note, Coupon or Receipt is brought into the Islands may in certain circumstances be liable to pay stamp duty imposed under the laws of the Islands in respect of such Bearer Note, Coupon or Receipt; and Registered Notes evidencing a Note to which title is not transferable by delivery will not attract Island stamp duties. However, an instrument transferring title to a Registered Note, if brought into or executed in the Islands, would be subject to Islands stamp duty. The Issuer has been incorporated under the laws of the Islands as an exempted company and, as such, has obtained an undertaking from the Governor In Council of the Islands in substantially the following form: The Tax Concessions Law (Revised) Undertaking as to Tax Concessions In accordance with the provisions of Section 6 of the Tax Concessions Law (Revised), the following undertaking is hereby given to Jupiter International Co. Limited being a company certified by the Registrar of Companies to be a company registered as an exempted company under section 182 of The Companies Law (Revised): (i) that no Law which is hereafter enacted in the Islands imposing any tax to be levied on profits or income or gains or appreciation shall apply to the aforesaid exempted company or its operations; and that the aforesaid tax or any tax in the nature of estate duty or inheritance tax shall not be payable on the shares, debentures or other obligations of the aforesaid company. This undertaking shall be for a period of 20 years from 17 May Governor In Council - 5 -

7 SUBSCRIPTION RESTRICTIONS Each Dealer has agreed that the public in the Cayman Islands may not be invited to subscribe for the Notes of any Series unless, at the time of such invitation, the Issuer is listed on the Cayman Islands Stock Exchange

8 GENERAL INFORMATION 1 The Programme has been authorised pursuant to a resolution of the board of directors of the Issuer passed on 1 July There has been no material adverse change in the financial position or prospects of the Issuer, since 3 May 1994 (such date being its date of incorporation), which is material or significant in the context of the issue of the Notes. 3 Each Bearer Note, Receipt, Coupon and Talon will bear the following legend: Any United States person who holds this obligation will be subject to limitations under the United States income tax laws, including the limitations provided in Sections 165(j) and 1287(a) of the Internal Revenue Code. 4 The Issuer has not published any financial statements since the date of its incorporation. 5 The Issuer has obtained or will obtain all necessary consents, approvals and authorisations in connection with the issue and performance of the Notes issued by it. 6 The Issuer has not been involved in any litigation, arbitration or governmental proceedings (including such proceedings which are pending or threatened or of which the Issuer is aware during the 12 months preceding the date of the Base Prospectus) which may have or have had in the recent past, significant effects, in the context of the issue of Notes, on the financial position or profitability of the Issuer

9 ARRANGER AND DEALER Citigroup Global Markets Limited Citigroup Centre Canada Square Canary Wharf London E14 5LB TRUSTEE Citicorp Trustee Company Limited Citigroup Centre 14 th Floor Canada Square Canary Wharf London E14 5LB DISPOSAL AGENT Citigroup Global Markets Limited Citigroup Centre Canada Square Canary Wharf London E14 5LB ISSUING AND PAYING AGENT, REGISTRAR, TRANSFER AGENT AND CUSTODIAN Citibank, N.A. 5 Carmelite Street London EC4Y 0PA IRISH PAYING AND TRANSFER AGENT IRISH LISTING AGENT to the Issuer Citibank International Plc 1 North Wall Quay Dublin 1 Arthur Cox Listing Services Limited Earlsfort Centre Earlsfort Terrace Dublin 2 LEGAL ADVISERS to the Dealers and the Trustee as to English law to the Issuer as to Cayman Islands law Linklaters One Silk Street London EC2Y 8HQ Maples and Calder Ugland House PO Box 309GT South Church Street George Town Grand Cayman Cayman Islands - 8 -