FCC Proudreed Properties 2005 HSBC SG CORPORATE ...

FCC PROUDREED PROPERTIES 2005
(THE ISSUER)
Introduction
The Issuer is a ‘‘debt mutual fund’’ (fonds commun de creances) to be established in France by the
Management Company and the Custodian jointly on the Closing Date with the name FCC Proudreed
Properties 2005. The FCC is established pursuant to and governed by the provisions of articles L.214-43
to L.214-49 and articles R.214-92 to R.214-115 of the French Monetary and Financial Code, the Issuer
Regulations and the other relevant Transaction Documents. The Issuer is a co-ownership entity
(copropriété), and has been established for the special purpose of acquiring, on the Closing Date, the
Receivables from the Lenders and issuing the Notes. The Issuer does not have a separate legal personality.
The legal provisions relating to joint ownership (indivision) together with Article 1871 to 1873 of the
French Code civil do not apply to the Issuer. The Issuer will be validly substituted for the co-owners with
respect to any transaction made in the name and on behalf of the co-owners of the Issuer.
Capitalisation and Indebtedness
As at the date of this Offering Circular, the Issuer has no share capital or outstanding loan capital.
The following Notes and Units will be issued by the Issuer on the Closing Date:
u255,400,000 Class A Floating Rate Notes due 2017;
u56,800,000 Class B Floating Rate Notes due 2017;
u28,400,000 Class C Floating Rate Notes due 2017;
u28,400,000 Class D Floating Rate Notes due 2017; and
u28,400,000 Class E Floating Rate Notes due 2017;
u300 Units due 2017.
Representation by the Management Company
Pursuant to Article L.214-48-I of the French Monetary and Financial Code, only the Management
Company may enforce the rights of the Issuer against third parties, including the Borrowers. Accordingly,
the Noteholders shall have no recourse whatsoever against the Borrowers. For a description of the
Management Company, see the section entitled ‘‘Description of Principal Transaction Parties – the
Management Company’’.
Issuer Regulations
The Custodian and the Management Company will on the Closing Date enter into the Issuer Regulations
which provide for, among other things, the general operating rules of the Issuer including those governing
the creation, operation and liquidation of the Issuer and the respective duties and obligations of each of
the Management Company and the Custodian. The Issuer Regulations also make provision for the
characteristics of the receivables which may be purchased by the Issuer and the characteristics of the Units
and the Notes issued for the purpose of financing the purchase of such receivables, the priorities in the
allocation of assets and the credit enhancement and hedging mechanisms which may be set up in relation
to the Issuer.
Limited Recourse
The proceeds of the issue of the Notes will be applied by the Management Company, acting in the name
and on behalf of the Issuer, to acquire the Receivables from the Lenders. The Noteholders have no direct
recourse, whatsoever, to the relevant Borrower for the Receivables purchased by the Issuer.
Pursuant to the provisions of the Issuer Regulations, the Management Company has expressly and
irrevocably undertaken, upon the conclusion of any agreement, in the name and on behalf of the Issuer
and with any third party, to ensure that such third party expressly and irrevocably waives all contractual
claims or actions against the Issuer.
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