FCC Proudreed Properties 2005 HSBC SG CORPORATE ...

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SUBSCRIPTION AND SALE HSBC Bank plc whose principal offices are located at 8 Canada Square, London E14 5HQ, United Kingdom and Société Générale whose principal offices are located at Tour SG, 17 cours Valmy, 92987 Paris La Défense, France (the ‘‘Joint Lead Managers’’) have, pursuant to a subscription agreement dated 21 October 2005 between, among others, the Joint Lead Managers, the Management Company and the Custodian (the ‘‘Subscription Agreement’’), agreed (subject to certain conditions) with the Management Company on behalf of the Issuer to subscribe and pay for the Notes at the issue price of 100 per cent of their initial principal amount. The issue of the Notes will not proceed unless all of the Notes have been placed. The Issuer has agreed to reimburse each of the Joint Lead Managers for certain of its costs and expenses in connection with the issue of the Notes. Each Joint Lead Manager is entitled to be released and discharged from its obligations under the Subscription Agreement in certain circumstances prior to payment for the Notes to the Issuer. The Issuer has agreed to indemnify the Joint Lead Managers against certain liabilities in connection with the issue of the Notes. EEA Standard Selling Restriction In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a ‘‘Relevant Member State’’), each Joint Lead Manager has represented and agreed that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the ‘‘Relevant Implementation Date’’) it has not made and will not make an offer of Notes to the public in that Relevant Member State prior to the publication of a prospectus in relation to the Notes which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of Notes to the public in that Relevant Member State at any time: (i) to legal entities which are authorised or regulated to operate in the financial markets or, if not so authorised or regulated, whose corporate purpose is solely to invest in securities; (ii) to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than u43,000,000 and (3) an annual net turnover of more than u50,000,000, as shown in its last annual or consolidated accounts; or (iii) in any other circumstances which do not require the publication by the Issuer of a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this provision, the expression an ‘‘offer of Notes to the public’’ in relation to any Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe the Notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression ‘‘Prospectus Directive’’ means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State. United States of America The Notes have not been and will not be registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, US persons except in certain transactions exempt from the registration requirements of the Securities Act. Terms used in this paragraph have the meanings given to them by Regulation S. The Notes are in dematerialised bearer form and are subject to U.S. tax law requirements and may not be offered, sold or delivered within the United States or its possessions or to a United States person, except in certain transactions permitted by US tax regulations. Terms used in this paragraph have the meanings given to them by the U.S. Internal Revenue Code of 1986 and regulations thereunder. Each Joint Lead Manager has agreed that it will not offer or sell the Notes, (i) as part of its distribution at any time and (ii) otherwise until 40 days after the later of the commencement of the offering or the Closing Date, within the United States or to, or for the account or benefit of, U.S. persons, and it will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration to 239
which it sells Notes during the distribution compliance period (as defined in Regulation S) a confirmation or other notice setting forth the restrictions on offers and sales of the Notes within the United States or to, or for the account or benefit of, U.S. persons. In addition, until 40 days after the commencement of the offering, an offer or sale of Notes within the United States by a dealer (whether or not participating in the offering) may violate the registration requirements of the Securities Act if such offer or sale is made otherwise than in accordance with an available exemption from registration under the Securities Act. United Kingdom Each of the Joint Lead Managers has further represented and agreed that: (a) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Issuer; and (b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom. Republic of France Each Joint Lead Manager has represented and agreed that it has not offered, sold or otherwise transferred and will not offer, sell or otherwise transfer, directly, or indirectly, the Notes to the public in the Republic of France and that offers, sales and transfers of the Notes in the Republic of France will be made only to qualified investors (investisseurs qualifiés) and/or (in the case of the Class A Notes only) to a restricted circle of investors (cercle restreint d’investisseurs), provided that such investors are acting for their own account and/or to persons providing portfolio management financial services (personnes fournissant le service d’investissement de gestion de portefeuille pour compte de tiers), all as defined and in accordance with Article L. 411-2 of the French Monetary and Financial Code and Decree no. 98-880 dated 1 st October 1998. The Notes have not been and will not be subject to any approval by or registration (visa) with the French Autorité des Marchés Financiers. In accordance with the provisions of Article L.214-44 of the French Monetary and Financial Code, the Units and the Notes issued by the Issuer may not be sold by way of solicitation (démarchage) in France. In addition, each Joint Lead Manager has represented and agreed that it has not distributed or caused to be distributed and will not distribute or cause to be distributed in the Republic of France this Offering Circular or any other offering material relating to the Notes other than to investors to whom offers, sales or other transfers of the Notes in the Republic of France may be made as described above. General Each Joint Lead Manager acknowledges that, save for having obtained the approval of the Offering Circular by the Irish Stock Exchange no action has been or will be taken in any jurisdiction by any Joint Lead Manager that would permit an offer of the Notes to the public, or possession or distribution of the Offering Circular or any other offering material, in any country or jurisdiction where action for that purpose is required. Each of the Joint Lead Managers undertakes that it will not, directly or indirectly, offer or sell any Notes, or distribute the Offering Circular or any other material relating to the Notes in or from any country or jurisdiction except in circumstances that will result in compliance with applicable laws, orders, rules and regulations. 240
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FCC Proudreed Properties 2005 a Fre
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(having taken all reasonable care t
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CONTENTS SECTION PAGE PRINCIPAL CHA
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PRINCIPAL CHARACTERISTICS OF THE CO
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LTV Ratio: Security: Insurance: Mor
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DIAGRAMMATIC OVERVIEW OF PARTIES AN
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is one Business Day following such
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SARL Enoville is a French limited l
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Hedging Agreements. For a descripti
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For further details as to the risks
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2. Tenant Concentration (Top 10 Ten
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6. Sectoral Weightings: (Industrial
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Paris Properties 1. Summary descrip
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Property Name Property address Type
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3. Lease type and length of lease S
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7. Details of the Top Ten Propertie
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Property Number 7 Property Name Cha
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PRINCIPAL FEATURES OF THE NOTES Bel
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‘‘AA’’ by Fitch and a ratin
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Interest Rate Risks Interest on the
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after among other things, payments
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same criteria as apply to the Secur
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Although any successor manager of a
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within the Property Portfolio relat
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this judicial procedure. The judgme
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Risks relating to Planning - Right
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(a) to obtain an order for, or paym
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Secured Properties The Secured Prop
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described under ‘‘Obligor Secur
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(together with accrued interest). F
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date on which sale proceeds are rec
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Facility Fees Pursuant to the terms
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• details of the Property Manager
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taking into account any rent guaran
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(d) any Obligor or the Borrowers’
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(or u100,000 for Proudreed France S
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Account and the related Disposal Ex
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The ‘‘Due Diligence Criteria’
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(e) a deposit (by way of gage-espè
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Pursuant to the terms of the Proper
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negatively affect the credit qualit
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provided however that no such termi
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RESOURCES AVAILABLE TO THE BORROWER
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Reserve. Furthermore, in the event
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Obligor Post-Enforcement Priorities
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Account following the occurrence of
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(e) fifth, in or towards satisfacti
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On delivery of a Note Enforcement N
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VALUATION REPORTS 22 septembre 2005
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We attach schedule of values, divid
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15 June 2005 Proudreed France Sarl
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Finally, we would ask that neither
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Finally, we would ask that neither
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This valuation is provided for the
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We confirm that we are able to comp
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We confirm that we are able to comp
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For recently completed developments
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Schedule of Values - Appendix 1 130
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Appendix 2 - Schedule of Values 132
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Appendix 4 Net Market Fund Ref Prop
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We are in the opinion that the valu
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Assets of the Issuer Receivables an
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The Custodian will receive a fee, p
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et seq. of the French Monetary and
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THE BORROWERS The Paris Properties
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• borrowing or more generally rai
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Loan Capital: Commercial Mortgage L
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− and generally all transactions
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7 rue d’Amiens S.C.I. Introductio
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• granting any security interest
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1 - BALANCE SHEET - ASSETS Corporat
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3 - INCOME STATEMENT Corporate name
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NOTES TO THE ACCOUNTS Before repart
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FIXED ASSETS Corporate name: PARIS
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RESERVES IN THE BALANCE SHEET Corpo
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TABLE OF ACCRUED ASSETS AND ACCRUED
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LEASING Corporate name: PARIS PROVI
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AFFILIATED COMPANIES AND INVESTMENT
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P.P.M.P.P. Financial Statements Yea
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2 - BALANCE SHEET - LIABILITIES AND
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3 - INCOME STATEMENT (CONTINUED) Co
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Corporate name: P.P.M.P.P. FIXED AS
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RESERVES IN THE BALANCE SHEET Corpo
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TABLE OF ACCRUED ASSETS AND ACCRUED
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SECURITY INTEREST GUARANTEED DEBTS
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The Paris Properties Parent Obligor
Page 189 and 190: which it is or will be a party (inc
Page 191 and 192: Principal Activities The principal
Page 193 and 194: PROUDREED FRANCE Financial Statemen
Page 195 and 196: 2 - BALANCE SHEET - LIABILITIES AND
Page 197 and 198: 3 - INCOME STATEMENT (CONTINUED) Co
Page 199 and 200: The principal schedules of deprecia
Page 201 and 202: DEPRECIATION Corporate name: PROUDR
Page 203 and 204: TABLE OF RECEIVABLES AND LIABILITIE
Page 205 and 206: Corporate Name: PROUDREED France DE
Page 207 and 208: Corporate name: PROUDREED France FI
Page 209 and 210: AFFILIATED COMPANIES AND INVESTMENT
Page 211 and 212: THE HEDGING PROVIDERS HSBC Bank plc
Page 213 and 214: TERMS AND CONDITIONS OF THE NOTES T
Page 215 and 216: above, on the basis of the offered
Page 217 and 218: (k) the Master Definitions and Fram
Page 219 and 220: and Paris Properties SARL and, in r
Page 221 and 222: (vi) ‘‘repay’’, ‘‘redee
Page 223 and 224: (ii) if there are no Class A Notes
Page 225 and 226: Priority of Payments Following Enfo
Page 227 and 228: Determination of Rates of Interest
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Page 231 and 232: Currency of Payment (b) Payments in
Page 233 and 234: (f) (i) (ii) agreed that until all
Page 235 and 236: Management Company and the relevant
Page 237 and 238: Notices by Delivery to Euroclear, E
Page 239: TAXATION French Taxation Pursuant t
Page 243 and 244: (c) the excerpts of the financial r
Page 245 and 246: Borrowers Account Bank means (i) in
Page 247 and 248: (b) (B) not confer a direct or indi
Page 249 and 250: FCC Servicer means each entity appo
Page 251 and 252: La Défense, France respectively (o
Page 253 and 254: Interest Period means each period f
Page 255 and 256: (i) (j) any dividend payment by tha
Page 257 and 258: Mortgage means (i) the mortgages (h
Page 259 and 260: (iv) any amounts payable by the Iss
Page 261 and 262: Loan Agreement during such Forward-
Page 263 and 264: Regulation S means Regulation S und
Page 265 and 266: HSBC Bank plc 8 Canada Square Londo
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FCC Proudreed Properties 2005 HSBC SG CORPORATE ...

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