FCC Proudreed Properties 2005 HSBC SG CORPORATE ...

GENERAL INFORMATION
1. The Issuer will issue the Notes pursuant to the Issuer Regulations. The issue of the Notes will be
authorised by the Management Company on behalf of the Issuer pursuant to the Issuer Regulations
on the Closing Date. It is expected that the admission of the Notes to listing on the Irish Stock
Exchange’s market for listed securities will be granted on or about the Closing Date, subject only to
issue of the Notes. The listing of the Notes will be cancelled if the Notes are not issued. Transactions
will normally be effected for settlement in euro and for delivery on the third working day after the
day of the transaction. Prior to official listing and admission to trading, however, dealings in the
Notes will be permitted by the Irish Stock Exchange in accordance with its rules.
2. The Notes have been accepted for clearance through Euroclear, Euroclear France and Clearstream,
Luxembourg.
Notes Common Code ISIN
Class A 023298732 FR0010247577
Class B 023298279 FR0010247585
Class C 023298406 FR0010247593
Class D 023298520 FR0010247601
Class E 023298066 FR0010247619
3. So long as the Notes are admitted to listing on the Irish Stock Exchange’s market for listed securities,
the most recently published audited annual accounts of the Issuer (in French, with a translation in
English) will be available for a period of at least 14 days from the Closing Date and each date of
publication at the specified offices of the Management Company, the Irish Paying Agent and the
Principal Paying Agent. The Issuer does not publish interim accounts.
4. Neither of the Issuer nor any Borrower is, nor has been, involved in any governmental legal or
arbitration proceedings which may have, or have had, since the date of its creation, in the case of the
Issuer, or, in the twelve months preceding the date of this Offering Circular, in the case of the
Borrowers, a significant effect on its financial position, nor is the Management Company or any
Borrower aware that any such proceedings are pending or threatened.
5. The Issuer has not commenced operations and no statutory or non statutory accounts in respect of
the Issuer have been prepared.
6. Atis Real, Arcadis, Mazars & Guerard, the Notary, Orrick, Herrington & Sutcliffe and Savills have
given and not withdrawn their written consent to, as the case may be, the inclusion in this Offering
Circular of their reports or to, reference to their reports in this Offering Circular and references to
their respective names in the form and context in which they are included and have authorised the
contents of those parts of the prospectus.
7. The Issuer will be established on the Closing Date, but has not been established as of the date of this
Offering Circular. There has been no material adverse change in the financial position or prospects
of the Issuer.
8. French law in relation to fonds communs de créances combined with the terms of the Issuer
Regulations and the role of the Management Company, the Custodian and each Noteholder
Representative are together intended to prevent any abuse of control of the Issuer. French company
law combined with the holding structure of each Borrower, covenants made by each Borrower in the
Transaction Documents and the role of the Management Company are together intended to prevent
any abuse of control of the Borrowers.
9. Save as disclosed in this Offering Circular, the Issuer has no outstanding loan capital, borrowings,
indebtedness or contingent liabilities, nor has the Issuer created any mortgages, charges or given any
guarantees.
10. Copies of the following documents may be inspected in physical form during usual business hours
on any week day (excluding Saturdays and public holidays) at the registered offices of the Irish
Paying Agent (for so long as any of the Notes are listed on the Irish Stock Exchange) and the
Management Company for so long as any Notes remain outstanding from the date of this Offering
Circular:
(a) the Issuer Regulations and the constitutive documents (statuts) of each Borrower;
(b) the Valuation Reports;
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