FCC Proudreed Properties 2005 HSBC SG CORPORATE ...

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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 Atis Real, Arcadis, Mazars & Guerard, the Notary, Orrick, Herrington & Sutcliffe and Savills have given and not withdrawn their written consent to, as the case may be, the inclusion in this Offering Circular of their reports or to, reference to their reports in this Offering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; 241
(c) the excerpts of the financial reports of Mazars & Guerard; (d) the Paying Agency Agreement; (e) the Environmental Reports; and (f) the Orrick Report. 11. There are no restrictions on the Joint Lead Managers, inter alios, acquiring Notes and/or providing investment advice and/or financing to or for third parties. Consequently conflicts of interest may exist or may arise as a result of the Joint Lead Managers having different roles in this transaction and/or carrying out transactions for third parties. 12. The total expenses relating to the admission of trading of the Notes are estimated at u1,794,000. 13. The websites referred to in this Offering Circular do not form part of this Offering Circular. 242
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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
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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
Page 229 and 230: (although the Issuer will not have
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 and 240: TAXATION French Taxation Pursuant t
Page 241: which it sells Notes during the dis
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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