FCC Proudreed Properties 2005 HSBC SG CORPORATE ...

(having taken all reasonable care to ensure that such is the case), the Atis Real Information is in accordance
with the facts and does not omit anything likely to affect the import of the Atis Real Information. Atis Real
accepts no responsibility for any other information contained in this Offering Circular and has not
separately verified any such other information.
Mazars & Guerard accepts responsibility for the information contained in the excerpts from the financial
reports in the section entitled ‘‘The Borrowers’’, on pages 144-209 (together the ‘‘Mazars & Guerard
Information’’). To the best of the knowledge and belief of Mazars & Guerard (having taken all reasonable
care to ensure that such is the case), the Mazars & Guerard Information is in accordance with the facts and
does not omit anything likely to affect the import of the Mazars & Guerard Information. Mazars & Guerard
accepts no responsibility for any other information contained in this Offering Circular and has not
separately verified any such other information.
No person is, or has been, authorised in connection with the issue and sale of the Notes to give information
or to make any representation not contained in this Offering Circular and, if given or made, such
information or representation must not be relied upon as having been authorised by, or on behalf of, the
Management Company, the Custodian, the Lenders, the Joint Lead Managers, the Issuer Account Bank, the
Borrowers Account Banks, the Cash Manager, the Paying Agents, the Hedging Providers, the Liquidity
Facility Provider, the FCC Servicers, the Noteholder Representatives, the Borrowers, the Property Manager
or the Parent Obligors or any of their respective affiliates. Neither the delivery of this Offering Circular nor
any sale or allotment made in connection with the offering of any of the Notes shall under any circumstances
constitute a representation or create any implication that there has been no change in the affairs of the Issuer,
any Borrower or its Parent Obligor or in the information contained herein since the date hereof, or that the
information contained herein is correct as at any time subsequent to the date hereof.
The Notes have not been and will not be registered under the Securities Act, and include Notes in bearer
form that are subject to US tax law requirements. The Notes may not be offered, sold or delivered within
the United States or to US persons (as defined in Regulation S under the Securities Act (Regulation S))
except in certain transactions permitted by US tax regulations and the Securities Act. For a more complete
description of restrictions on offers and sales and applicable US tax law requirements, see ‘‘Subscription and
Sale’’ below.
Other than the approval of this Offering Circular as a prospectus in accordance with the Listing and
Admission to Trading Guidelines for Asset-backed Securities of the Irish Stock Exchange, no action has
been, or will be, taken to permit a public offering of the Notes or the distribution of this Offering Circular
in any jurisdiction where action for that purpose is required. The distribution of this Offering Circular and
the offering of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this
Offering Circular (or any part hereof) comes are required by the Issuer and the Joint Lead Managers to
inform themselves about, and to observe, any such restrictions. For a further description of certain
restrictions on offers and sales of the Notes and the distribution of this Offering Circular, see the section
entitled, ‘‘Subscription and Sale’’ below. Neither this Offering Circular nor any part hereof constitutes an
offer of, or an invitation by, or on behalf of, the Issuer or the Joint Lead Managers to subscribe for or
purchase any of the Notes. Neither this Offering Circular, nor any part hereof, may be used in connection
with an offer to, or solicitation by, any person in any jurisdiction or in any circumstances in which such offer
or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation.
Accordingly, the Notes may not be offered or sold, directly or indirectly, and neither this Offering Circular
nor any part hereof nor any other offering circular, prospectus, form of application, advertisement, other
offering material or other information may be issued, distributed or published in any country or jurisdiction
(including France), except in circumstances that will result in compliance with all applicable laws, orders,
rules and regulations.
This Offering Circular has not been and will not be submitted for approval by or registration (visa) with the
French Autorité des Marchés Financiers. Accordingly, 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 has not distributed or caused to be
distributed and will not cause to be distributed, directly or indirectly, to the public in the Republic of France
this Offering Circular or any other offering material relating to the Notes. Such offers, sales or other
transfers and distributions may only be made in the Republic of France 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 within Article L. 411-2 of the French
Monetary and Financial Code and Decree no. 98-880 dated 1 st October, 1998 or to non-French resident