FCC Proudreed Properties 2005 HSBC SG CORPORATE ...

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PRINCIPAL CHARACTERISTICS OF THE NOTES The following is a brief overview of the principal characteristics of the Notes offered under this Offering Circular. This information is subject to and is more fully explained in the other sections of this Offering Circular. Notes Class A Notes Class B Notes Class C Notes Class D Notes Class E Notes Initial Principal Amount u255,400,000 u56,800,000 u28,400,000 u28,400,000 u28,400,000 Issue price 100% 100% 100% 100% 100% Interest rate EURIBOR + 0.23 per cent. per annum EURIBOR + 0.29 per cent. per annum EURIBOR + 0.33 per cent. per annum EURIBOR + 0.52 per cent. per annum EURIBOR + 0.75 per cent. per annum Expected Maturity Date August 2014 August 2014 August 2014 August 2014 August 2014 Final Maturity Date August 2017 August 2017 August 2017 August 2017 August 2017 Principal payments Prepayments No scheduled amortisation Notes may be subject to voluntary and mandatory prepayment on any Interest Payment Date as described herein, with prepayments applied to the Notes in sequential order starting with the most senior Class of Notes. Day count Actual/360 Frequency of payment Quarterly of interest Form of Notes Bearer Denominations u100,000 Clearing system Credit enhancement (provided by other classes of Notes subordinated to the relevant class) Listing ISIN Euroclear, Euroclear France and Clearstream, Luxembourg Subordination of the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes. Subordination of the Class C Notes, the Class D Notes and the Class E Notes. Subordination of the Class D Notes and the Class E Notes. Irish Stock Exchange Subordination of the Class E Notes. FR0010247577 FR0010247585 FR0010247593 FR0010247601 FR0010247619 Common Code 023298732 023298279 023298406 023298520 023298066 Expected rating – Fitch AAA AA AA A BBB Expected rating – S&P AAA AAA AA A BBB+ Nil 5
PRINCIPAL CHARACTERISTICS OF THE COMMERCIAL MORTGAGE LOANS The following is a brief overview of the principal characteristics of the Commercial Mortgage Loans. This information is subject to and is more fully explained in the other sections of this Offering Circular. Commercial Mortgage Loan Agreement – Paris Properties Borrowers Parties: Principal Amount: Initial loan to value ratio: Société Générale SA (as Lender), SCI du 7 rue d’Amiens, SCI Beaulieu Properties, SCI Annapaul, SARL Enoville, SARL Les Hauteurs du Loing, SARL Immobilière Menelas, SAS IDB Immobilier, SARL PPMPP, SCI Paris Provinces Properties (as the Borrowers) and SCI Paris Provinces Properties, SPCR SAS, SCI Beaulieu Properties, Ringmerit Limited, SARL Immobilière Menelas and Paris Properties SARL (as Parent Obligors). u292,870,973 which will be used for the purpose of refinancing a portfolio of mortgage loans, refinancing inter-company loans and paying certain expenses. 70.0 per cent, based on the Valuation Report. Commercial Mortgage Loan Agreement – Proudreed France Borrowers Parties: Principal Amount: Initial loan to value ratio: Common Terms for both Commercial Mortgage Loan Agreements Interest Rate: Loan Interest Periods and Loan Interest Payment Dates: CCF (as Lender), Proudreed France SARL, SCI Dep-Immo-Comm, SCI 2PI (as the Borrowers) and Jean-Pierre Raynal, Proudreed Limited and Proudreed France SARL (as Parent Obligors). u104,529,027 which will be used for the purpose of refinancing a portfolio of mortgage loans, refinancing inter-company loans and paying certain expenses. 70.0 per cent, based on the Valuation Report. The Issuer Cost of Funds, calculated on the basis of the weighted average interest rate payable on the Notes that funded the relevant Commercial Mortgage Loan after taking into account the hedging arrangements put in place by the Issuer under the Hedging Agreements. Interest will be paid quarterly on the Loan Interest Payment Dates falling on 18 February, 18 May, 18 August and 18 November of each year (or if not a Business Day, the next succeeding Business Day unless such day falls in the next month, in which case it shall be the preceding Business Day). Each Loan Interest Period will commence on (and include) an Interest Payment Date and end on (but exclude) the following Interest Payment Date except that the first Loan Interest Period shall commence on (and include) the Closing Date and end on (but exclude) the Interest Payment Date falling in February 2006 and the final Loan Interest Period shall commence on (and include) the Interest Payment Date falling in 6
Page 1 and 2: FCC Proudreed Properties 2005 a Fre
Page 3 and 4: (having taken all reasonable care t
Page 5: CONTENTS SECTION PAGE PRINCIPAL CHA
Page 9 and 10: LTV Ratio: Security: Insurance: Mor
Page 11 and 12: DIAGRAMMATIC OVERVIEW OF PARTIES AN
Page 13 and 14: is one Business Day following such
Page 15 and 16: SARL Enoville is a French limited l
Page 17 and 18: Hedging Agreements. For a descripti
Page 19 and 20: For further details as to the risks
Page 21 and 22: 2. Tenant Concentration (Top 10 Ten
Page 23 and 24: 6. Sectoral Weightings: (Industrial
Page 25 and 26: Paris Properties 1. Summary descrip
Page 27 and 28: Property Name Property address Type
Page 29 and 30: 3. Lease type and length of lease S
Page 31 and 32: 7. Details of the Top Ten Propertie
Page 33 and 34: Property Number 7 Property Name Cha
Page 35 and 36: PRINCIPAL FEATURES OF THE NOTES Bel
Page 37 and 38: ‘‘AA’’ by Fitch and a ratin
Page 39 and 40: Interest Rate Risks Interest on the
Page 41 and 42: after among other things, payments
Page 43 and 44: same criteria as apply to the Secur
Page 45 and 46: Although any successor manager of a
Page 47 and 48: within the Property Portfolio relat
Page 49 and 50: this judicial procedure. The judgme
Page 51 and 52: Risks relating to Planning - Right
Page 53 and 54: (a) to obtain an order for, or paym
Page 55 and 56: 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
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Principal Activities The principal
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PROUDREED FRANCE Financial Statemen
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2 - BALANCE SHEET - LIABILITIES AND
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3 - INCOME STATEMENT (CONTINUED) Co
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The principal schedules of deprecia
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DEPRECIATION Corporate name: PROUDR
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TABLE OF RECEIVABLES AND LIABILITIE
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Corporate Name: PROUDREED France DE
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Corporate name: PROUDREED France FI
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AFFILIATED COMPANIES AND INVESTMENT
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THE HEDGING PROVIDERS HSBC Bank plc
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TERMS AND CONDITIONS OF THE NOTES T
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above, on the basis of the offered
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(k) the Master Definitions and Fram
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and Paris Properties SARL and, in r
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(vi) ‘‘repay’’, ‘‘redee
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(ii) if there are no Class A Notes
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Priority of Payments Following Enfo
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Determination of Rates of Interest
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(although the Issuer will not have
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Currency of Payment (b) Payments in
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(f) (i) (ii) agreed that until all
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Management Company and the relevant
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Notices by Delivery to Euroclear, E
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TAXATION French Taxation Pursuant t
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which it sells Notes during the dis
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(c) the excerpts of the financial r
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Borrowers Account Bank means (i) in
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(b) (B) not confer a direct or indi
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FCC Servicer means each entity appo
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La Défense, France respectively (o
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Interest Period means each period f
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(i) (j) any dividend payment by tha
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Mortgage means (i) the mortgages (h
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(iv) any amounts payable by the Iss
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Loan Agreement during such Forward-
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Regulation S means Regulation S und
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HSBC Bank plc 8 Canada Square Londo
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