BACCHUS plc (a public company with limited liability incorporated under the laws of Ireland, with a registered number of )

Transcription

1 BACCHUS plc (a public company with limited liability incorporated under the laws of Ireland, with a registered number of ) 404,000,000 Class A Senior Secured Floating Rate Notes due ,500,000 Class B Subordinated Notes due 2038 The assets securing the Notes will consist primarily of a portfolio of Infrastructure Debt Obligations serviced by IKB Deutsche Industriebank AG, acting as IKB Fund Management through its London Branch (the Collateral Servicer ). The initial price of each Class of Notes will be 100 per cent. Bacchus plc (the Issuer ) will issue 404,000,000 Class A Senior Secured Floating Rate Notes due 2038 (the Class A Senior Notes ) and 49,500,000 Class B Subordinated Notes due 2038 (the Subordinated Notes and together with the Class A Senior Notes, the Notes ). The Notes to be issued will be secured pursuant to a Trust Deed to be dated 3 December 2008 (the Closing Date ) between (amongst others) the Issuer and BNP Paribas Trust Corporation UK Limited as trustee (the Trustee ). The terms and conditions of the Notes (the Conditions ) are set out herein under Conditions of the Notes. It is a Condition of issuance of the Notes that the Notes of each Class be issued concurrently. Interest on the Notes will accrue from the Closing Date and payments on the Notes will be made semi-annually in arrear on 15 January and 15 July (or, if such day is not a Business Day (as defined herein), then on the next succeeding Business Day) in each year, commencing on 15 July 2009 and ending on the Maturity Date (as defined below) in accordance with the Priorities of Payment described herein and subject to the Conditions. See Risk Factors beginning on page 11 for a discussion of certain factors to be considered in connection with an investment in the Notes. This Prospectus has been approved by the Irish Financial Services Regulatory Authority, as competent authority under the Prospectus Directive 2003/71/EC (the Prospectus Directive ). The Irish Financial Services Regulatory Authority only approves this Prospectus as meeting the requirements imposed under Irish and EU law pursuant to the Prospectus Directive. Application has been made to the Irish Stock Exchange Limited (the Irish Stock Exchange ) for the Notes to be admitted to the official list (the Official List ) and trading on its regulated market. References in this Prospectus to Notes being listed (and all related references) shall mean that such Notes have been admitted to the Official List. There can be no assurance that listing will be granted. This Prospectus constitutes a Prospectus ( Prospectus ) for the purpose of the Prospectus Directive. Any investment in 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 the Irish Financial Services Regulatory Authority. The Issuer is not regulated by the Irish Financial Services Regulatory Authority by virtue of the issue of the Notes. The Notes are limited recourse obligations of the Issuer which are payable solely out of amounts received by or on behalf of the Issuer in respect of the Collateral (as defined herein). The net proceeds of the realisation of the security over the Collateral following an Event of Default (as defined herein) may be insufficient to pay all amounts due to the Noteholders (as defined herein) after making payments to other creditors of the Issuer ranking prior thereto or pari passu therewith. In the event of a shortfall in such proceeds, the Issuer will not be obliged to pay, and the other assets (including the Issuer Irish Account (as defined herein)) of the Issuer will not be available for payment of, such shortfall, all claims in respect of which shall be extinguished. See Condition 4 (Security). The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the Securities Act ) and will be offered only outside the United States to non-u.s. Persons in compliance with Regulation S ( Regulation S ) under the Securities Act. The Issuer will not be registered under the United States Investment Company Act of 1940, as amended (the Investment Company Act ). Interests in the Notes will be subject to certain restrictions on transfer, and each purchaser of Notes offered hereby in making its purchase will be deemed to have made certain acknowledgements, representations and agreements. Notes may not be offered, sold or delivered within the United States or to U.S. persons. See Plan of Distribution and Transfer Restrictions. The Class A Senior Notes have been issued with the following rating from Moody s Investors Service, Inc. ( Moody s ): Aa2. The Subordinated Notes being offered hereby are not rated. A security rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the applicable rating agency. The Notes of each Class are represented by a permanent global note in bearer form (each, a Global Note ), for such class of Notes, without interest coupons, which were deposited on the Closing Date with a common safekeeper for Euroclear Bank S.A./N.V. ( Euroclear ) and Clearstream Banking, société anonyme ( Clearstream, Luxembourg ). See Conditions of the Notes Form, Denomination, Title, Transfer and Exchange of the Notes below. The date of this Prospectus is 2 December Arranger J.P. MORGAN

2 Payments of principal, interest (if any) or any other amounts on a Global Note will be made through Euroclear and/or Clearstream, Luxembourg without any requirement for certification. Ownership interests in the Global Notes will be shown on, and transfers thereof will only be effected through, records maintained by Clearstream, Luxembourg and Euroclear and their respective participants. The Issuer accepts responsibility for the information contained in this document (save for the information contained in the sections of this document headed Risk Factor Certain Circumstances relating to the Collateral Servicer, Description of the Collateral Servicer and Description of the Collateral Administrator in respect of the information in that section). 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 document (save for the information contained in the sections of this document headed Risk Factor Certain Circumstances relating to the Collateral Servicer, Description of the Collateral Servicer and Description of the Collateral Administrator in respect of the information in that section) is in accordance with the facts and does not omit anything likely to affect the import of such information. IKB Deutsche Industriebank AG, acting as IKB Fund Management through its London Branch, in its capacity as the Collateral Servicer, accepts responsibility for the relevant information contained in the section of this document headed Risk Factor Certain Circumstances relating to the Collateral Servicer and Description of the Collateral Servicer and, to the best of the knowledge and belief of the Collateral Servicer (which has taken all reasonable care to ensure that such is the case), such information is in accordance with the facts and does not omit anything likely to affect the import of such information. The Collateral Servicer does not accept any responsibility for the accuracy and completeness of any other information contained in this Prospectus nor otherwise for the structuring and operation of any arrangements relating to the Notes (save for any such structuring or operational arrangements undertaken in its capacity as Collateral Servicer) referred to herein. BNP Paribas Securities Services, London Branch, in its capacity as the Collateral Administrator, accepts responsibility for the relevant information contained in the section of this document headed Description of the Collateral Administrator and, to the best of the knowledge and belief of the Collateral Administrator (which has taken all reasonable care to ensure that such is the case), such information is in accordance with the facts and does not omit anything likely to affect the import of such information. The Collateral Administrator does not accept any responsibility for the accuracy and completeness of any other information contained in this Prospectus nor otherwise for the structuring and operation of any arrangements relating to the Notes (save for any such operational arrangements undertaken in its capacity as Collateral Administrator) referred to herein. None of J.P. Morgan Securities Ltd., in its capacity as Arranger, the Collateral Servicer (save as described in the second last paragraph above), the Collateral Administrator (save as described in the paragraph immediately above), any Agent, the Liquidity Facility Provider or BNP Paribas Trust Corporation UK Limited in its capacity as Trustee has separately verified the information contained in this Prospectus and accordingly none of the Arranger, the Collateral Servicer (save as described in the second last paragraph above), the Collateral Administrator (save as described in the paragraph immediately above), any Agent, the Liquidity Facility Provider or the Trustee makes any representation, recommendation or warranty, express or implied, regarding the accuracy, adequacy, reasonableness or completeness of the information contained in this Prospectus or in any further notice or other document which may at any time be supplied in connection with the Notes or their distribution or accepts any responsibility or liability therefor. None of the Arranger, the Collateral Servicer, the Collateral Administrator, any Agent, the Liquidity Facility Provider or the Trustee undertakes to review the financial condition or affairs of the Issuer during the life of the arrangements contemplated by this Prospectus nor to advise any investor or potential investor in the Notes of any information coming to the attention of the Arranger, the Trustee, the Collateral Servicer, any Agent, the Liquidity Facility Provider or the Collateral Administrator which is not included in this Prospectus. ii

3 All of the Infrastructure Debt Obligations comprising the Collateral have been or will be transferred to the Issuer by IKB Deutsche Industriebank AG. IKB Deutsche Industriebank AG shall have no liability whatsoever as to the amount or value of, or any decrease in the value of, the Infrastructure Debt Obligations. IKB Deutsche Industriebank AG (the Initial Purchaser ) has under the Note Purchase Agreement agreed to purchase the Class A Senior Notes and the Subordinated Notes. The Issuer offered the Notes to the Initial Purchaser subject to prior sale, withdrawal, cancellation or modification of the offer without notice and subject to approval of certain other matters. The distribution of this Prospectus and the offering of the Notes in certain jurisdictions may be restricted by law and all persons into whose possession this Prospectus comes are required to inform themselves as to any restriction on the delivery and acceptance of this Prospectus in their jurisdiction. In particular, the communication constituted by this Prospectus is directed only at persons who (i) are outside the United Kingdom and are offered and accept this Prospectus in compliance with such restrictions or (ii) are persons falling within Article 49(2)(a) to (d) ( High net worth companies, unincorporated associations etc. ) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 or who otherwise fall within an exemption set out in such Order so that Section 21(1) of the Financial Services and Markets Act 2000 does not apply to the Issuer (all such persons together being referred to as relevant persons ). This communication must not be distributed to, acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only to relevant persons and will be engaged in only with relevant persons. For a description of certain further restrictions on offers and sales of the Notes and the distribution and issue of this Prospectus and other documents, see Plan of Distribution, Transfer Restrictions and Conditions of the Notes Form, Denomination, Title, Transfer and Exchange of the Notes below. In connection with the issue and sale of the Notes, no person is authorised to give any information or to make any representation not contained in this Prospectus and, if given or made, such information or representation must not be relied upon as having been authorised by or on behalf of the Issuer. The publication and/or delivery of this Prospectus at any time does not imply that the information contained in it is correct as at any time subsequent to its date. IRISH REGULATORY POSITION The Issuer is not and will not be regulated by the Irish Financial Services Regulatory Authority (the Financial Regulator ) by virtue of the issue of the Notes. 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 the Financial Regulator. In connection with the issue and sale of the Notes, no person is authorised to give any information or to make any representation not contained in this Prospectus and, if given or made, such information or representation must not be relied upon as having been authorised by or on behalf of the Issuer, the Arranger, the Trustee, the Collateral Servicer or the Collateral Administrator. The delivery of this Prospectus at any time does not imply that the information contained in it is correct as at any time subsequent to its date. The language of the Prospectus is English. Certain legislative references and technical terms have been cited in their original language in order that the correct technical meaning may be ascribed to them under applicable law. Unless otherwise specified or the context requires, references to Euro and are to the single currency of participating member states of the European Union, as contemplated by the treaty establishing the European Community, as amended, references to Pounds Sterling, Sterling and GBP are to the lawful currency of the United Kingdom and references to U.S.$, U.S. Dollars and United States Dollars are to the lawful currency of the United States. iii

4 See Index of Defined Terms for details of the pages on which capitalised terms used herein are defined. iv

5 THIS DOCUMENT MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER, AND IN PARTICULAR, MAY NOT BE TRANSMITTED INTO OR DISTRIBUTED WITHIN THE UNITED STATES. The Issuer has not been registered under the United States Investment Company Act of 1940, as amended. The purchaser of any Note, by such purchase, agrees that such Note is being acquired for its own account and not with a view to distribution and may be resold, pledged or otherwise transferred only (i) to the Issuer (upon redemption thereof or otherwise) or (ii) outside the United States to a non-u.s. Person in an offshore transaction in reliance on Regulation S under the Securities Act, in each case, in compliance with the Trust Deed and all applicable securities laws of any state of the United States or any other jurisdiction. See Transfer Restrictions. In making an investment decision, investors must rely on their own examination of the Issuer and the terms of the Notes and the offering thereof described herein, including the merits and risks involved. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH, OR APPROVED BY, ANY UNITED STATES FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE. This Prospectus has been prepared by the Issuer solely for use in connection with the offering of the Notes described herein (the Offering ). The Issuer reserves the right to reject any offer to purchase Notes in whole or in part for any reason, or to sell less than the stated initial principal amount of any Class of Notes offered hereby. This Prospectus is personal to each offeree to whom it has been delivered by the Issuer, the Arranger or any affiliate thereof and does not constitute an offer to any other person or to the public generally to subscribe for or otherwise acquire the Notes. Distribution of this Prospectus to any persons other than the offeree and those persons, if any, retained to advise such offeree with respect thereto is unauthorised and any disclosure of any of its contents, without the prior written consent of the Issuer, is prohibited. The Class A Senior Notes are intended to be held in a manner which will allow Eurosystem eligibility. This only means that the Class A Senior Notes are intended upon issue to be deposited with one of the international central securities depositories ( ICSDs ) as common safekeeper and does not necessarily mean that the Class A Senior Notes will be recognised as eligible collateral for Eurosystem monetary policy and intra-day credit operations by the Eurosystem, either upon issue, or at any or all times during their life. Such recognition will depend upon satisfaction of the Eurosystem eligibility criteria as specified by the European Central Bank. The Subordinated Notes are not intended to be recognised as eligible collateral for Eurosystem monetary policy and intra-day credit operations by the Eurosystem. See further the section entitled Form of the Notes, Book Entry Clearance Procedures and Transfer Restrictions below. Internal Revenue Service Circular 230 Disclosure PURSUANT TO INTERNAL REVENUE SERVICE CIRCULAR 230, WE HEREBY INFORM YOU THAT THE DESCRIPTION SET OUT HEREIN WITH RESPECT TO U.S. FEDERAL TAX ISSUES WAS NOT INTENDED OR WRITTEN TO BE USED, AND SUCH DESCRIPTION CANNOT BE USED BY ANY TAXPAYER FOR THE PURPOSE OF AVOIDING ANY PENALTIES THAT MAY BE IMPOSED ON THE TAXPAYER UNDER THE U.S. INTERNAL REVENUE CODE. SUCH DESCRIPTION WAS WRITTEN TO SUPPORT THE MARKETING OF THE NOTES. THIS DESCRIPTION IS LIMITED TO THE U.S. FEDERAL TAX ISSUES DESCRIBED HEREIN. IT IS POSSIBLE THAT ADDITIONAL ISSUES MAY EXIST THAT COULD AFFECT THE U.S. FEDERAL TAX v

6 TREATMENT OF AN INVESTMENT IN THE NOTES, OR THE MATTER THAT IS THE SUBJECT OF THE DESCRIPTION NOTED HEREIN, AND THIS DESCRIPTION DOES NOT CONSIDER OR PROVIDE ANY CONCLUSIONS WITH RESPECT TO ANY SUCH ADDITIONAL ISSUES. TAXPAYERS SHOULD SEEK ADVICE BASED ON THE TAXPAYER S PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR. NOTWITHSTANDING ANYTHING IN THIS PROSPECTUS TO THE CONTRARY, EACH PROSPECTIVE INVESTOR (AND EACH EMPLOYEE, REPRESENTATIVE OR OTHER AGENT OF EACH PROSPECTIVE INVESTOR) MAY DISCLOSE TO ANY AND ALL PERSONS, WITHOUT LIMITATION OF ANY KIND, THE TAX TREATMENT AND TAX STRUCTURE OF AN INVESTMENT IN THE NOTES AND ALL MATERIALS OF ANY KIND (INCLUDING OPINIONS OR OTHER TAX ANALYSES) THAT ARE PROVIDED TO THE PROSPECTIVE INVESTOR RELATING TO SUCH TAX TREATMENT AND TAX STRUCTURE, EXCEPT TO THE EXTENT THAT SUCH DISCLOSURE IS SUBJECT TO RESTRICTIONS REASONABLY NECESSARY TO COMPLY WITH SECURITIES LAWS. FOR THESE PURPOSES, THE TAX TREATMENT OF AN INVESTMENT IN THE NOTES MEANS THE PURPORTED OR CLAIMED U.S. FEDERAL, STATE AND LOCAL INCOME TAX TREATMENT OF AN INVESTMENT IN THE NOTES. MOREOVER, THE TAX STRUCTURE OF AN INVESTMENT IN THE NOTES INCLUDES ANY FACT THAT MAY BE RELEVANT TO UNDERSTANDING THE PURPORTED OR CLAIMED U.S. FEDERAL, STATE, AND LOCAL INCOME TAX TREATMENT OF AN INVESTMENT IN THE NOTES. vi

7 TABLE OF CONTENTS GENERAL DESCRIPTION OF THE NOTES...1 RISK FACTORS...11 CONDITIONS OF THE NOTES...56 USE OF PROCEEDS FORM OF THE NOTES BOOK-ENTRY CLEARANCE PROCEDURES RATING OF THE CLASS A SENIOR NOTES DESCRIPTION OF THE ISSUER DESCRIPTION OF THE COLLATERAL ADMINISTRATOR DESCRIPTION OF THE COLLATERAL SERVICER PORTFOLIO SERVICING DESCRIPTION OF THE PORTFOLIO DESCRIPTION OF THE COLLATERAL SERVICING AGREEMENT DESCRIPTION OF THE LIQUIDITY FACILITY AGREEMENT DESCRIPTION OF THE REPORTS TAX CONSIDERATIONS PLAN OF DISTRIBUTION TRANSFER RESTRICTIONS GENERAL INFORMATION INDEX OF DEFINED TERMS Page vii

8 GENERAL DESCRIPTION OF THE NOTES The following is a transaction overview only. It is important that all investors and potential investors in the Notes recognise and understand that the following information is not complete, cannot be read in isolation and is qualified in its entirety by the detailed information appearing elsewhere in this Prospectus and the other documents referred to therein. Potential purchasers of Notes should also ensure that they read and consider the risk factors related to an investment in the Notes set out under Risk Factors in this Prospectus before investing therein. Capitalised terms not specifically defined in this General Description of the Notes have the meanings set out in Condition 1 (Definitions) under Conditions of the Notes below or as defined elsewhere in this Prospectus. An Index of Defined Terms appears at the back of this Prospectus. References to a Condition or Conditions are to the specified Condition or Conditions in the Conditions of the Notes below. Issuer: Bacchus plc, a public company with limited liability incorporated under the laws of Ireland, with a registered number of Collateral Servicer: IKB Deutsche Industriebank AG, acting as IKB Fund Management through its London Branch. Notes: Class of Notes Principal Amount Stated Interest Rate Moody s Rating 1 Maturity Date Initial Offer Price Class A 404,000,000 6 month EURIBOR % at least Aa2 15 January % Class B 49,500,000 N/A N/A 15 January % 1 A security rating is not a recommendation to buy, sell or hold the Notes and may be subject to revision, suspension or withdrawal at any time by the Rating Agency. Trustee: Collateral Administrator: Custodian: Principal Paying Agent: Account Bank: Arranger Listing Agent: Liquidity Facility Provider: BNP Paribas Trust Corporation UK Limited. BNP Paribas Securities Services, London Branch. BNP Paribas Securities Services, Luxembourg Branch. BNP Paribas Securities Services, Luxembourg Branch. BNP Paribas Securities Services, London Branch. J.P. Morgan Securities Ltd. BNP Paribas Securities Services, Luxembourg Branch. JPMorgan Chase Bank, N.A., London Branch. Payments on the Notes Payment Dates: 15 January and 15 July in each year commencing 15 July 2009, the Maturity Date and any Redemption Date (subject to adjustment for non-business Days). Note Interest: Interest in respect of the Notes of each Class is payable semi-annually in arrear on each Payment Date (in the case of the Subordinated Notes, subject to available Interest Proceeds). 1

9 Status: The Notes are secured limited recourse obligations of the Issuer and are payable solely from amounts received in respect of the Infrastructure Debt Obligations, Swap Agreements and the other Collateral. Save to the extent otherwise provided in the Conditions, the Subordinated Notes are subordinated to the Class A Senior Notes. Interest and principal payments on the Notes will be made in accordance with the Priorities of Payment. Failure on the part of the Issuer to pay the Interest Amounts due and payable on the Class A Senior Notes pursuant to Condition 6 (Interest) or interest in accordance with the Priorities of Payment on any Payment Date shall be an Event of Default if such failure continues for a period of at least five days. See Condition 10(a) (Events of Default). Non-payment of distributions on the Subordinated Notes as a result of the insufficiency of available Interest Proceeds will not constitute an Event of Default. Principal Payments: Subject to Condition 7 (Redemption) and the Priorities of Payment, principal payments on the Class A Senior Notes and/or the Subordinated Notes (as applicable) will be made in the following circumstances: (a) (b) (c) (d) (e) (f) (g) (h) on the Maturity Date; on any Payment Date, following a breach of the Class A Senior Par Value Test; on any Payment Date, at the option of the Subordinated Noteholders acting by Extraordinary Resolution; on any Payment Date following the occurrence of any Collateral Tax Event at the option of the Controlling Class and the Subordinated Noteholders, acting together as a single Class by Extraordinary Resolution; on any Payment Date, at the option of the Collateral Servicer acting in its sole discretion using any amounts standing to the credit of the Reinvestment Account, the Unused Proceeds Account and/or the Principal Account; on any Payment Date, to the extent Scheduled Principal Proceeds are received; on any Payment Date, at the option of the Controlling Class or the Subordinated Noteholders, in each case, acting by way of Extraordinary Resolution, following the occurrence of a Note Tax Event, subject to (i) the Issuer having failed to change the territory in which it is resident for tax purposes and (ii) certain minimum time periods; at any time following an Event of Default which occurs and is continuing and has not been cured. See Condition 10 (Events of Default); and 2

10 (i) on any date, at the option of 100 per cent. of the Noteholders acting by unanimous resolution. Maturity Date: Redemption Prices: Mandatory Redemption Provision: Class A Senior Par Value Ratio: Par Coverage Numerator: 15 January 2038 (or, if such day is not a Business Day, the next following Business Day). The outstanding principal amount for the Class A Senior Notes (plus accrued interest, if any). In the case of the Subordinated Notes, each Note s pro rata share of the proceeds remaining after liquidation of the Collateral and following the payment of all other amounts due in accordance with the Priorities of Payment. On any Payment Date, if the Class A Senior Par Value Test is not met, Principal Proceeds will be used to redeem the Class A Senior Notes on a pro rata and pari passu basis to the extent necessary to restore the Class A Senior Par Value Test to the minimum required level, subject to available cash flow in accordance with the Principal Proceeds Priorities of Payment. The ratio (expressed as a percentage) obtained by dividing the Par Coverage Numerator by the aggregate principal amount of the Class A Senior Notes Outstanding. Means the sum of (a) (b) the Aggregate Principal Balance of the Infrastructure Debt Obligations less Unfunded Amounts, provided that for the purpose of the calculation of the Par Coverage Numerator, any Defaulted Obligations shall be valued at the recovery rate estimate most recently assigned by Moody s and Credit Risk Obligations shall be valued at the aggregate of 50 per cent. of the recovery rate estimate most recently assigned by Moody s and 50 per cent. of the par value; and the Balances standing to the credit of the Principal Account, Unused Proceeds Account, the Reinvestment Account and the Drawdown Reserve Account (for the avoidance of doubt, such Balances include all Eligible Investments acquired with amounts standing to the credit of such Accounts). Class A Senior Par Value Test and Portfolio Quality Characteristics: The Portfolio Quality Characteristics and the Class A Senior Par Value Test will be tested on the Initial Measurement Date and are expected to be satisfied as at such date. The Portfolio Quality Characteristics will also be measured by the Collateral Servicer as at the Closing Date and the failure to satisfy any such characteristics on the Closing Date may have an adverse impact on the ratings of the Class A Senior Notes. The Class A Senior Par Value Test will also be tested on each of the other Measurement Dates, including the Closing Date. The Collateral Servicer represents to the Issuer pursuant to the Collateral Servicing Agreement, that the assets acquired by the Collateral Servicer on behalf of the Issuer to be held by the Issuer as of the Initial Measurement Date and the Closing Date satisfy: (i) as a whole, the Portfolio Quality Characteristics and (ii) the 3

11 Eligibility Criteria. The Portfolio Quality Characteristics will not be tested on an ongoing basis but will be described in each Monthly Report and Note Valuation Report. See Description of the Portfolio Portfolio Quality Characteristics. Additionally, each Replenishment Obligation shall be required to satisfy the Eligibility Criteria, as well as each of the other Replenishment Criteria on the relevant Replenishment Date and the Further Issue Obligations shall be required to satisfy the Eligibility Criteria on the relevant Further Issue Acquisition Date. The following table sets out the Class A Senior Par Value Test and the Portfolio Quality Characteristics and, with respect to each test or characteristic, where applicable, the value of the characteristic or the value at which such test is satisfied. Capitalised terms used in the table and not specifically defined in, or prior to, this paragraph are defined in Terms and Conditions of the Notes or Description of the Portfolio. Test Class A Senior Par Value Test Portfolio Quality Characteristics Aggregate Principal Balance of all UK PPP Infrastructure Loan Obligations Aggregate Principal Balance of all Non-UK PPP Infrastructure Loan Obligations The Aggregate Principal Balance of all Non-PPP Infrastructure Loan Obligations Aggregate Principal Balance of all Construction Assets Infrastructure Debt Obligations (other than EURIBOR Basis Swap Obligations and Asset Swap Obligations) that pay interest more frequently than semiannually in aggregate The aggregate Unfunded Amount of all Delayed Drawdown Infrastructure Obligations Limit Value per cent. Initial Measurement Date Value At least 50 per cent. of the CLO Principal Balance Not more than 25 per cent. of the CLO Principal Balance Not more than 30 per cent. of the CLO Principal Balance Not more than 0 per cent. of the CLO Principal Balance Not more than 10.7 per cent. of the CLO Principal Balance Not more than the balance of the Drawdown Reserve Account 4

12 Weighted Average Life Moody s Weighted Average Rating Factor Weighted Average Spread Moody s Weighted Average Recovery Rate 17.6 years per cent per cent. Optional Redemption Provisions: Subject to the provisions of Condition 7(b) (Redemption at the Option of the Subordinated Noteholders), the Notes of each Class are redeemable in whole or in part by the Issuer at the applicable Redemption Prices (see below), from the proceeds of liquidation or realisation of the Collateral on any Payment Date at the request of the Subordinated Noteholders acting by Extraordinary Resolution. The Notes are also subject to redemption at any time at the option of the Controlling Class and the Subordinated Noteholders, acting together as a single Class by Extraordinary Resolution upon the occurrence of a Collateral Tax Event or (subject to certain conditions) at the option of the Controlling Class or the Subordinated Noteholders, in each case, acting by Extraordinary Resolution upon the occurrence of a Note Tax Event, subject to, and in accordance with, the terms of, respectively, Condition 7(b) (Optional Redemption) and Condition 7(e) (Redemption following Note Tax Event). Subject to the provisions of Condition 7(d) (Redemption at the Option of the Collateral Servicer), the Class A Senior Notes are redeemable at any time in whole or in part by the Issuer at the applicable Redemption Prices at the option of the Collateral Servicer. Subject to the provisions of Condition 7(j) (Redemption in Kind at the Option of the Noteholders), all but not some of the Notes are redeemable by the Issuer at the request of 100 per cent. of the Noteholders acting by unanimous resolution by delivering the portion of the Collateral remaining after the Issuer has paid the fees and expenses due and owing by the Issuer in accordance with Condition 7(j)(v) to the Noteholders in the manner specified in such unanimous resolution. Priorities of Payment: Prior to enforcement of security over the Collateral, Interest Proceeds and Principal Proceeds will be applied towards the payment of interest in respect of, and principal on, the Notes and all other amounts payable to the other Secured Parties or in accordance with the Pre-Enforcement Priorities of Payment specified in Condition 3(c) (Pre-Enforcement Priorities of Payment). Following enforcement of security over the Collateral, the Post-Enforcement Priorities of Payment specified in Condition 11(b) (Post-Enforcement Priorities of Payment) will apply. 5

13 Collateral Servicing Agreement Collateral Servicer: Pursuant to the Collateral Servicing Agreement, the Collateral Servicer is required to act as the Issuer s Collateral Servicer with respect to the Portfolio, to act in specific circumstances in relation to the Portfolio on behalf of the Issuer and to carry out the duties and functions described herein, subject to the overall discretion and control of the Issuer. Pursuant to the Collateral Servicing Agreement, the Issuer appoints the Collateral Servicer to carry out certain functions in relation to the Portfolio and the hedging arrangements without the requirement for specific approval by the Issuer, the Collateral Administrator or the Trustee. See Description of the Collateral Servicing Agreement and Description of the Portfolio. Collateral Servicing Fees Senior Collateral Servicing Fee: Servicing Termination Fee: The fee payable to the Collateral Servicer in arrear on each Payment Date pursuant to the Collateral Servicing Agreement in an amount (calculated semi-annually on the basis of a 360- day year and the actual number of days elapsed in such Due Period), as determined by the Collateral Administrator, equal to 0.10 per cent. per annum of the Average CLO Principal Balance in respect of the Due Period immediately preceding such Payment Date (together with any payment of value added tax payable in respect thereof whether payable to the Collateral Servicer or directly to the relevant taxing authority). See Description of the Collateral Servicing Agreement Fees. The fee payable to the Collateral Servicer on the occurrence of a Servicing Termination Event in accordance with the Collateral Servicing Agreement equal to 0.5 per cent. multiplied by the CLO Principal Balance (together with any payment of value added tax payable in respect thereof whether payable to the Collateral Servicer or directly to the relevant taxing authority) as at the Servicing Termination Date. See Description of the Collateral Servicing Agreement Fees. The Portfolio Security for the Notes: The Notes are secured by security over (amongst other things) a portfolio of Infrastructure Debt Obligations which may include from time to time: (a) (b) (c) UK PPP Infrastructure Loan Obligations; Non-UK PPP Infrastructure Loan Obligations; and Non-PPP Infrastructure Loan Obligations, denominated in Euro, Sterling or other Eligible Currencies which satisfy: (i) the Eligibility Criteria (A) in the case of each Infrastructure Debt Obligation included in the Initial Portfolio, as of the Closing Date and (B) in the case of each other Infrastructure Debt Obligation acquired by, or on behalf of the Issuer, as of the date the Issuer (or the Collateral Servicer on the Issuer's behalf) enters into a binding commitment to purchase such Infrastructure Debt Obligation, and (ii) the Replenishment 6

14 Criteria, in the case of each Replenishment Obligation, as of the Replenishment Date (as applicable), as determined, in the case of both (i) and (ii), by the Collateral Servicer on behalf of the Issuer. The Notes will also be secured by assignments and charges of various of the Issuer s other rights, including its rights under certain of the agreements described herein but excluding its rights in respect of the Issuer Irish Account. See Condition 4 (Security). Non-Euro Obligations: The Infrastructure Debt Obligations purchased by the Collateral Servicer (on behalf of the Issuer) on or prior to the Closing Date which are not Euro-denominated will be subject to Asset Swap Agreements on or prior to the settlement date of acquisition thereof. Subject to the terms of the Collateral Servicing Agreement, the Collateral Servicer may purchase Replenishment Obligations and Further Issue Obligations which are Non-Euro Obligations on behalf of the Issuer from time to time, provided that on or prior to the settlement date of acquisition thereof the Issuer enters into an acceptable Asset Swap Transaction. See Description of the Portfolio 9. Swap Agreements. Purchase of Infrastructure Debt Obligations Acquisition of the Initial Portfolio of Infrastructure Debt Obligations: The Issuer has purchased and committed to purchase the Initial Portfolio of Infrastructure Debt Obligations from IKB Deutsche Industriebank AG using funds available pursuant to the warehouse collateral acquisition agreement (the Warehouse Collateral Acquisition Agreement ). Certain of these Infrastructure Debt Obligations which the Issuer committed to purchase prior to the Closing Date may settle after the Closing Date. However, such obligations will be included, for purposes of, among others, any tests and criteria, as Infrastructure Debt Obligations as of the date the Issuer (or the Collateral Servicer on behalf of the Issuer) entered into a binding commitment to purchase such obligations. Sale of Infrastructure Debt Obligations and Replenishment: Subject to limits set out in the Collateral Servicing Agreement, the Collateral Servicer (acting on behalf of the Issuer) may, at any time, sell those Infrastructure Debt Obligations which the Collateral Servicer determines to be Defaulted Obligations or Credit Risk Obligations and reinvest the relevant Sale Proceeds (other than accrued interest on such Infrastructure Debt Obligations included in Interest Proceeds by the Collateral Servicer), together with the Unscheduled Principal Proceeds, in Replenishment Obligations satisfying the Eligibility Criteria and the other Replenishment Criteria on the Replenishment Date. See Description of the Portfolio Servicing of the Portfolio Sale of Infrastructure Debt Obligations ). In addition, subject to the limits set out in the Collateral Servicing Agreement, the Collateral Servicer (acting on behalf of the Issuer) may, at any time, sell any Infrastructure Debt 7

15 Obligation at a price equal to or greater than the par value (including any accrued interest thereon) of such Infrastructure Debt Obligation and apply the Sale Proceeds thereof to redeem the Class A Senior Notes in whole or in part in accordance with Condition 7(d) (Redemption at the Option of the Collateral Servicer). Interest Rate Swap Transactions: Asset Swap Transactions: Authorised Denomination: Eurosystem-eligible New Global Note ( NGN ) Form: Form, Registration and Transfer of the Notes: The Issuer shall on or after the Closing Date enter into Interest Rate Swap Transactions with one or more Interest Rate Swap Counterparties in order to hedge any interest rate risk (including any interest rate mismatch resulting from the purchase of Fixed Rate Obligations and basis mismatch resulting from the purchase of an Infrastructure Debt Obligation having interest which is calculated based on an index other than EURIBOR) between (i) the Class A Senior Notes and (ii) the Infrastructure Debt Obligations. Any termination payments, other than a termination payment to an Interest Rate Swap Counterparty in default, which the Issuer is required to make under an Interest Rate Swap Transaction will rank in priority to interest payments on the Class A Senior Notes. In respect to Interest Rate Swap Transactions, see Description of the Portfolio 10. Interest Rate Swap Transaction. The Issuer shall on or after the Closing Date enter into Asset Swap Transactions with one or more Asset Swap Counterparties in order to hedge any currency risk arising from the acquisition of Non-Euro Obligations. Any termination payments, other than a termination payment to an Asset Swap Counterparty in default, which the Issuer is required to make under an Asset Swap Transaction will rank in priority to interest payments on the Class A Senior Notes. See Description of the Portfolio 9. Asset Swap on Non-Euro Obligations. Each of the Class A Senior Notes have been issued in minimum denominations of 100,000 and Integral Multiples of 1,000 in excess thereof. Each of the Subordinated Notes have been issued in minimum denominations of 100,000 and in Integral Multiples of 1,000 in excess thereof. The Class A Senior Notes are intended to be held in a manner which will allow Eurosystem eligibility. Eurosystem means the European System of Central Banks as this term is used by Governing Council of the European Central Bank. See further the section entitled Risk Factors Risks relating to Notes Eligibility of the Notes for Eurosystem Monetary Policy. The Notes of all Classes will be sold to non-u.s. persons only in compliance with Regulation S under the Securities Act and will be represented by one or more permanent Global Notes of each Class, in bearer form, without interest coupons (each, a Global Note ), deposited with a common safekeeper for Euroclear and Clearstream, Luxembourg. Beneficial interests in a Global Note may be held only through, and transfer thereof will only be effected through, records maintained by Euroclear or Clearstream, Luxembourg at any time. See Form of the Notes and Book Entry Clearance Procedures. Neither U.S. 8

16 persons (as defined in Regulation S under the Securities Act) nor U.S. residents (as determined for the purposes of the Investment Company Act) may hold any beneficial interests in any Global Note at any time. Except in the limited circumstances described herein, Notes in definitive, certificated bearer form ( Definitive Notes ) will not be issued in exchange for beneficial interests in the Global Notes. See Form of the Notes Exchange for Definitive Notes. Transfers of interests in the Global Notes are subject to certain restrictions and must be made in accordance with the procedures set forth in the Trust Deed. See Form of the Notes, Book Entry Clearance Procedures and Transfer Restrictions. Each purchaser of Notes in making its purchase will be required to make, or will be deemed to have made, certain acknowledgements, representations and agreements. See Transfer Restrictions. Liquidity Facility: For the period (the Commitment Period ) from the Closing Date to and including the end of the Due Period preceding the Payment Date falling on or about 15 January 2015 or, if such day is not a Business Day, the immediately following Business Day, the Issuer will be entitled, subject to the satisfaction of certain conditions, to draw under the Liquidity Facility Agreement funds for the payment of amounts payable pursuant to paragraphs (A) through (G) (inclusive) of the Interest Proceeds Priorities of Payment on any Payment Date in an amount not to exceed the Liquidity Limit. The maximum aggregate principal amount of the Liquidity Facility shall be 12,000,000. See Description of the Liquidity Facility Agreement. Governing Law: The Notes, the Liquidity Facility Agreement, the Agency Agreement, the Collateral Servicing Agreement, the Collateral Acquisition Agreements, the Note Purchase Agreement, the Swap Agreements and the Trust Deed and all other Transaction Documents (save for the Pledge Agreement and the Corporate Services Agreement) will be governed by, and construed in accordance with, English law. The Pledge Agreement will be governed by Belgian law and the Corporate Services Agreement will be governed by Irish law. Listing and Trading: The Prospectus has been approved by the Irish Financial Services Regulatory Authority, as competent authority under the Prospectus Directive. The Irish Financial Services Regulatory Authority only approves this Prospectus as meeting the requirements imposed under Irish and EU law pursuant to the Prospectus Directive. Application has been made to the Irish Stock Exchange for the Notes to be admitted to the Official List and trading on its regulated market. References in this Prospectus to Notes being 9

17 listed (and all related references) shall mean that such Notes have been admitted to the Official List. There can be no assurance that listing will be granted. See General Information. There is currently no market for the Notes and no assurance can be given that such a market will develop. See Risk Factors Limited Liquidity and Restrictions on Transfer. Tax Status: Withholding Tax: Further Issues: See Tax Considerations. The Issuer shall not be required to gross up any payments made to Noteholders of any Class and shall withhold or deduct from any such payments any amounts of tax where so required by law or any relevant taxing authority. See Risk Factors General Changes in Tax Law; Gross-Up and Condition 9 (Taxation). Subject to certain conditions being met, the Issuer may issue further Specified Notes on any Business Day during the Specified Issuance Period pursuant to Condition 16 (Further Issues). Notwithstanding the above, and subject to certain conditions being met, additional Notes of all existing Classes may be issued and sold pursuant to Condition 16 (Further Issues). Upon the issue of any Specified Notes and any additional Notes in accordance with Condition 16 (Further Issues), the Issuer may use the proceeds from sale of such Specified Notes and any additional Notes, as the case may be, to purchase additional Infrastructure Debt Obligations (the Further Issue Obligations ), provided that the applicable conditions specified in Condition 16 (Further Issues) have been met as of that date of such Further Issuance and each Further Issue Obligation satisfies the Eligibility Criteria as at the date of entering into a binding commitment by, or on behalf of, the Issuer to acquire such Further Issue Obligations (the Further Issue Acquisition Date ). 10

18 RISK FACTORS An investment in the Notes of any Class involves certain risks, including risks relating to the Collateral securing such Notes and risks relating to the structure and rights of such Notes and the related arrangements. Prospective investors should carefully consider the following factors ( Risk Factors ), in addition to the matters set out elsewhere in this Prospectus, prior to investing in any Notes. Terms not defined in this section and not otherwise defined above have the meanings set out in Condition 1 of the Terms and Conditions of the Notes. 1. General 1.1 General It is intended that the Issuer will invest in Infrastructure Debt Obligations with certain risk characteristics as described below and subject to the investment policies, restrictions and guidelines described in Description of the Portfolio. There can be no assurance that the Issuer s investments will be successful, that its investment objectives will be achieved, that the Noteholders will receive the full amounts when due and/or that are payable by the Issuer under the Notes or that they will receive any return on their investment in the Notes. Prospective investors are therefore advised to review this entire Prospectus carefully and should consider, among other things, the risk factors set out in this section before deciding whether to invest in the Notes. Except as is otherwise stated below, such risk factors are generally applicable to all Classes of Notes, although the degree of risk associated with each Class of Notes will vary in accordance with the position of such Class of Notes in the Priorities of Payment. See Condition 3(c) (Pre-Enforcement Priorities of Payment) and Condition 11(b) (Post-Enforcement Priorities of Payment). In particular, payments in respect of the Class A Senior Notes are generally higher in the Priorities of Payment than those of the Subordinated Notes. None of the Arranger, the Trustee, the Collateral Administrator or any Agent undertakes to review the financial condition or affairs of the Issuer or the Collateral Servicer during the life of the arrangements contemplated by this Prospectus nor to advise any investor or potential investor in the Notes of any information coming to the attention of the Arranger or the Trustee which is not included in this Prospectus. 1.2 Suitability Prospective purchasers of the Notes of any Class should ensure that they understand the nature of such Notes and the extent of their exposure to risk, that they have sufficient knowledge, experience and access to professional advisers to make their own legal, tax, accounting and financial evaluation of the merits and risks of investment in such Notes and that they consider the suitability of such Notes as an investment in light of their own circumstances and financial condition. 2. Relating to the Notes 2.1 Limited Liquidity and Restrictions on Transfer Although there is currently a limited market for notes representing infrastructure debt obligations similar to the Notes, there is currently no market for the Notes themselves. There can be no assurance that any secondary market for any of the Notes will develop or, if a secondary market does develop, that it will provide the Noteholders with liquidity of investment or that it will continue for the life of such Notes. At the Closing Date the Initial Purchaser will purchase all of the Notes. The Initial Purchaser, however, is not obliged to continue to own the Notes and may sell the Notes to other purchasers at a later date. If the Initial Purchaser holds a significant proportion of the Notes, this may result in increased illiquidity of the Notes in the secondary market and, accordingly, prospective purchasers of the Notes may be reluctant to become a minority holder of such Notes. Consequently, a purchaser must be prepared to hold such Notes for an indefinite period of time or until the 11