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Version 1 - Released and Dated 14th November 2022
Pursuant to the Luxembourg law of 12 November 2004 on the fight against money laundering and against financing of terrorism, as amended, the Luxembourg law of 27 October 2010 enhancing the anti-money laundering and counter-terrorist financing legal framework and the Grand-ducal Regulation of 29 October 2010 enforcing the law of 27 October 2010 implementing United Nations Security Council resolutions as well as acts adopted by the European Union concerning prohibitions and restrictive measures in financial matters in respect of certain persons, entities and groups in the context of the combat against terrorist financing, the Luxembourg law of 25 March 2020 transposing some provisions of the 2018/843 EU Directive (“AMLD 5”) and pursuant to Articles 506-1 – 506-7 of the Luxembourg Criminal Code, obligations have been imposed on all professionals of the financial sector to prevent the use of securitisation vehicle for money laundering purposes.
Within this context, a procedure for the identification of the Investor has been imposed.
Hence, the Subscription Agreement signed by the Noteholder must be accompanied by any supporting documents recommended or prescribed by applicable rules and regulations allowing the appropriate level of identification of the Noteholders and, as the case may be, its beneficial owners.
It is generally accepted that professionals of the financial sector resident in a country which has ratified the conclusions of the GAFI (as defined hereafter) report are deemed to be intermediaries having an identification obligation equivalent to that required under the laws of the Grand Duchy of Luxembourg.
Any information provided in this context is collected for anti-money laundering compliance purposes only.
It should be noted that depending on the status of the Noteholder, additional documents could be required.
As a result, the above list should not be considered as being exhaustive.
The Noteholders should note that the failure to provide the requested documents will result in a delay or the rejection of the subscription, redemption or conversion of the relevant Series of Notes.
As of 1 September 2019, ultimate beneficial owners (bénéficiaires effectifs) of the Notes falling within the scope of the RBO Law will be registered in the register of beneficial owners in accordance with the RBO Law.
In addition, the complete updated list of countries having ratified the recommendations of the GAFI regarding the fight against money laundering is available on www.fatf-gafi.org.
(Regulation 1286/2014 of the European Parliament and of the Council of 26 November 2014 on key information documents for packages retail and insurance-based investment products)
The Notes are solely advised on, offered or sold to Professional Clients and, as a consequence, no PRIIPs key information document shall be issued.
The Issuer has taken all necessary measures to ensure its compliance with the provisions of Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments, especially in regard to transparency and reporting.
In addition and solely for the purposes of each manufacturer’s product approval process, the target market assessment with respect to the Notes has led to the conclusion that:
(i) the target market for the Notes is eligible counterparties and Professional Clients only, each as defined in MiFID; and
(ii) all channels for distribution of the Notes to eligible counterparties and Professional Clients are appropriate.
The Issuer may intend for some or all of the Compartments to make use of OTC derivatives within the meaning of regulation no 648/2012 of the European Parliament and of the Council of 4 July 2012 on OTC derivatives, central counterparties and trade repositories. AML/CFT Applicable laws In any circumstances, the following laws and regulations are applicable in terms of the prevention of money laundering and the fight against terrorism:
the Luxembourg law of 12 November 2004 modified by the law of 27 October 2010 on the prevention of money laundering and the fight against terrorism (the “AML/CFT Law”);
the Directive (EU) 2015/849 of the European Parliament and of the Council of 20 May 2015 on the prevention of the use of the financial system for the purposes of money laundering or terrorist financing, and amending Directives 2009/138/EC and 2013/36/EU;
the Luxembourg law of 25 March 2020 transposing certain provisions of Directive (EU) 2018/843 (“AMLD 5”) entered into force on 30 March 2020 and AMLD 6 dated 12 November 2018
the CSSF Circular 20/744 amending the CSSF circular 17/650 - 17/02/2017: Application of the Law of 12 November 2004 on the fight against money laundering and terrorist financing, as amended (hereinafter "AML/CFT Law") and of the Grand-ducal Regulation of 1 February 2010 providing details on certain provisions of the AML/CFT Law ("AML/CFT GDR") to predicate tax offences;
the CSSF Regulation N°12-02 of 14 December 2012 on the fight against money laundering and terrorist financing;
the CSSF Circular 19/732 – 20/12/2019: Prevention of Money Laundering and Terrorist Financing: Clarifications on the Identification and Verification of the Identity of the Ultimate Beneficial Owner(s);
the Luxembourg law of 13 January 2019 Establishing the Register of Beneficial Owners;
the Guidance for a risk-based approach of the FATF (Financial Action Task Force) - June 2019 - Trust and company service providers and;
The Luxembourg Ministry of Finance report dated 20 December 2020 regarding the national valuation of the risks - « Evaluation nationale des risques en matière de blanchiment de capitaux et de financement du terrorisme »
Version 1 - Released and Dated 14th November 2022
The Issuer accepts responsibility for the information contained in this document and declares that, having taken all reasonable care to ensure that such is the case, the information contained in this Private Placement Memorandum is, to the best of its knowledge, in accordance with the facts and contains no omission likely to affect its import.
Each Series of Notes will be issued on the terms and conditions set out in the Section related to the TERMS AND CONDITIONS OF THE NOTES (the "Conditions"), as amended and/or supplemented by the “Final Terms” specific to such Series.
This Private Placement Memorandum must be read and construed, by the holders of the Notes (the "Noteholders") and others alike, together with any amendments or supplements hereto and with any information incorporated by reference herein and must be read and construed together with the relevant Final Terms.
Each potential investor in the Notes must determine the suitability of that investment in light of its own circumstances.
In particular, each potential investor should: (i) have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits and risks of investing in the Notes and the information contained or incorporated by reference in this Private Placement Memorandum or any applicable supplement; (ii) have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the Notes and the impact the Notes will have on its overall investment portfolio; (iii) have sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes, including where the currency for principal or interest payments is different from the potential investor’s currency; (iv) understand thoroughly the terms of the Notes and be familiar with the behaviour of any relevant financial markets; and (v) be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for varying economic, interest rate related and other factors that may affect its investment and its ability to bear the applicable risks.
The investment activities of certain investors are subject to legal investment laws and regulations or review or regulation by certain authorities.
Each potential investor should consult its legal advisers to determine whether and to what extent (1) the Notes are legal investments for it,
(2) the Notes can be used as collateral for various types of borrowing and
(3) other restrictions apply to its purchase or pledge of the Notes.
Professional Investors should consult their legal advisors or the appropriate regulators to determine the appropriate treatment of the Notes under any applicable risk-based capital or similar rules.
The Issuer has confirmed that this Private Placement Memorandum contains all information which is material (in the context of the Programme, the issue, offering and sale of the Notes); that such information is true and accurate in all material respects and is not misleading in any material respect; that any opinions, predictions or intentions expressed herein are honestly held or made and are not misleading in any material respect; that this Private Placement Memorandum does not omit to state any material fact necessary to make such information, opinions, predictions or intentions (in the context of the Programme, the issue, offering and sale of the Notes) not misleading in any material respect; and that all proper enquiries have been made to verify the foregoing.
No person has been authorised to give any information or to make any representation not contained in or not consistent with this Private Placement Memorandum or any other document entered into in relation to the Programme or any information supplied by the Issuer or such other information as is in the public domain and, if given or made, such information or representation should not be relied upon as having been authorised by the Issuer.
Neither the delivery of this Private Placement Memorandum or any Final Terms nor the offering, sale or delivery of any Note shall create any implication that the information contained in this Private Placement Memorandum is true subsequent to the date hereof (or the date upon which this Private Placement Memorandum has been most recently amended or supplemented) or that there has been no adverse change, or any event reasonably likely to involve any adverse change, in the prospects or financial or trading position of the Issuer since the date thereof (or the date upon which this Private Placement Memorandum has been most recently amended or supplemented) or that any other information supplied in connection with the Programme is correct at any time subsequent to the date on which it is supplied (or, if different, the date indicated in the document containing the same).
The Issuer does not represent that this Private Placement Memorandum may be lawfully distributed, or that any of the Notes may be lawfully offered, in compliance with any applicable registration or other requirements in any jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for facilitating any such distribution or offering.
Accordingly, persons into whose possession this Private Placement Memorandum or any of the Notes come must inform themselves about, and observe, any such restrictions.
In particular, no action has been taken by the Issuer which would permit a public offering of any of the Notes or distribution of this Private Placement Memorandum in any jurisdiction outside of the European Union and the European Economic Area where action for that purpose is required.
Accordingly, none of the Notes may be offered or sold, directly or indirectly, and neither this Private Placement Memorandum nor any Final Terms, advertisement or other offering material may be distributed or published in any jurisdiction, except under circumstances that will result in compliance with any applicable laws and regulations.
Neither this Private Placement Memorandum nor any Final Terms nor any other information supplied in connection with the Programme or any Notes (a) is intended to provide the basis of any credit or other evaluation or (b) should be considered as a recommendation by the Issuer that any recipient of this Private Placement Memorandum or any other information supplied in connection with the Programme or any Notes should subscribe for or purchase any Notes.
Each investor contemplating purchasing any Notes should make its own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer.
Neither this Private Placement Memorandum nor any Final Terms nor any other information supplied in connection with the Programme or the issue of any Notes constitutes an offer or invitation to any person to subscribe for or to purchase any Notes.
The delivery of this Private Placement Memorandum does not at any time imply that the information contained herein concerning the Issuer is correct at any time subsequent to the date hereof or that any other financial statements or any further information supplied pursuant to the terms of the Programme or any of the Notes is correct as of any time subsequent to the date indicated in the document containing the same. Where information has been sourced from a third party, the Issuer has identified the sources of such information, has accurately reproduced them and that as far as the Issuer is aware and is able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading.
Notes issued by the Issuer under the Programme may be listed or admitted to trading, as the case may be, on any stock exchange or market.
The Issuer may also issue unlisted Notes and/or Notes not admitted to trading on any market and such Notes may be offered to the public.
However, this Private Placement Memorandum has been prepared on the basis that any offer of Securities in any Member State of the European Economic Area ("EEA") will be made pursuant to an exemption under the Prospectus Regulation from the requirement to publish a prospectus for offers of the Notes.
Accordingly, any person making or intending to make an offer in a Member State of the EEA of Securities which are the subject of a placement contemplated in this Private Placement Memorandum may only do so in circumstances in which no obligation arises for the Issuer to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation, in each case, in relation to such offer.
The Issuer has not authorised, nor does it authorise, any offer of Notes which would require the Issuer or any other entity to publish or supplement a prospectus in respect of such offer.
An investor intending to acquire any Notes will do so, and offers and sales of the Notes to such an investor by any person will be made, in accordance with any terms and other arrangements in place between the relevant investor and their counterparty, including as to price, allocations and settlement arrangements.
In principle, the Issuer will not be a party to any such arrangements with investors and, accordingly, this Private Placement Memorandum does not (and any Final Terms will not) contain any information as to such arrangements for the acquisition, offer or sale of the Notes and an investor must obtain such information from his counterparty.
This Private Placement Memorandum has not been prepared on the basis that the Notes may be offered to the public in any Member State of the European Union and/or the European Economic Area. This Private Placement Memorandum will be published on the website (the “Website”) created for and on behalf of the Issuer (www.frictionless.markets).
Copies of this Private Placement Memorandum can also be obtained (by prior appointment and during standard business hours) at the registered office of the Issuer and - if any appointed - the office of the Paying Agent (the "Paying Agent") at the address given at the end of this Private Placement Memorandum.
Neither the Security Trustee (as defined in the Section related to the OVERVIEW OF THE PROGRAMME) nor the Paying Agent, any calculation agent appointed or any custodian appointed (together, the "Agents") nor any of their respective directors, affiliates, advisers or agents has made an independent verification of the information contained in this Private Placement Memorandum in connection with the issue or offering of Notes and no representation or warranty, express or implied, is made by the Security Trustee, the Agents or any of their respective directors, employees, affiliates, advisers or agents with respect to the accuracy or completeness of such information.
Nothing contained in this Private Placement Memorandum is to be construed as, or shall be relied upon as, a promise, warranty or representation, whether to the past or the future, by the Security Trustee, the Agents or any of their respective directors, employees, affiliates, advisers or agents in any respect.
All references in this document to "€", "euros" and "EUR", are to the lawful currency of the Member States of the European Union that have adopted or adopted the single currency in accordance with the Treaty establishing the European Community, as amended, and all references to "£", "pounds", "pounds sterling" and "GBP" are to the lawful currency of the United Kingdom and to "$", "US$", "dollars", "U.S. dollars" and "USD" are to the lawful currency of the United States of America. This list of currencies is not meant to be exhaustive.
The Issuer may issue Notes in any currency available as long as they are eligible under rules set out by the Clearing Systems.
The currency of issuance will be indicated in the Final Terms.
When the Notes will have to be issued in NGN form to be eligible as collateral for Eurosystem intra-day credit and monetary policy the Notes will mandatorily be denominated in Euro.
Version 1 - Released and Dated 14th November 2022
All personal data of the potential Investors and Noteholders contained in any document provided by them and any further personal data collected in the course of the relationship with the Issuer may be collected, recorded, stored, adapted, transferred or otherwise processed and used (Processed) by the Issuer, the services providers and the financial intermediaries of such Noteholders, in accordance with: (a) Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (the “GDPR”); and (b) the Luxembourg law of 1 August 2018 on the organisation of the National Data Protection Commission and the general data protection framework (the “DPL”).
Such data shall be processed for the purposes of account administration, anti-money laundering identification and the development of the business relationship.
To this end, data may be transferred within the European Union to companies appointed by the Issuer, to support the Issuer’s activities.
The Noteholder has a right to access his/her/its personal data and may ask for rectification thereof in cases where such data is inaccurate and incomplete. In relation thereto, the Noteholders may ask the Issuer for a rectification.
The Noteholders, by signing the Subscription Agreement / Form related to their subscription or transfer of Notes, give his/her/its agreement to such processing of their personal data, as provided for by the GDPR and the DPL.
See the Data Privacy Notice for more information.
Version 1 - Released and Dated 14th November 2022
Subject to the Securitisation Law, the Issuer acting through a distinctive Compartment will apply the net proceeds of an issue of Notes of any given Series to purchase or otherwise acquire the assets specified in the Final Terms of such Series (and to pay for or enter into any ancillary transaction in connection with the issue of such Notes or acquisition of such assets) as well as towards paying general expenses in connection with the administration of the Issuer, the issue of the Notes or acquisition of the Underlying Assets as described in the relevant Final Terms as described in the relevant Final Terms.
The expenses of the Issuer, including all fees payable to the Paying Agent, the Security Trustee and other parties, will in principle be met on a Series-by-Series basis.
The Issuer may enter into “true sale” securitisation(s) and “synthetic” securitization(s) as specified in the Final Terms by which the Issuer will acquire or assume, directly or through another undertaking, risks relating to claims, other assets, or obligations assumed by third parties or inherent to all or part of the activities of third parties and issue Notes, whose value or yield depends on such risks.
The Issuer may at any time hedge or cover the risks linked with the Underlying Assets by using derivative products.
The Issuer may also choose to replicate an Index or an investment strategy developed, created or managed by a third-party Index Provider.
As described in the relevant Final Terms, the Issuer may not have recourse to loan, borrowing nor use any leverage to enhance the performance of a Compartment and it may borrow to create necessary liquidity or due to unexpected reasons in order to achieve a Securitisation Transaction’s objective.
Depending on which type of allocation of each Series of Notes, the Issuer will end the securitisation transaction following one of these rules:
if the Issuer has invested into one or several specific Non-Fungible Assets as specified in the Final Terms: In such a case the Issuer will keep such Non-Fungible Asset(s) for the whole duration of the Series of Notes until the Maturity Date or the Redemption Date and the Issuer will use the proceeds of the disposal of such asset(s) to redeem the Series of Notes, or
if the Issuer has invested into a specific asset class/allocation of which the assets are fungible: If some Underlying Assets reach maturity before the Maturity Date of the Series of Notes, the Issuer will keep a constant exposure to this specific asset class/allocation for the whole duration of the securitization transaction by replenishing the Compartment with the same fungible Underlying Assets. The Issuer will dispose of the Underlying Assets to create liquidity to redeem the Series of Notes near their Maturity Date, or
if the Issuer will be required to invest in a portfolio of specific assets or track or replicate a specific Index as specified in the Final Terms: it will keep them till maturity, modify, rebalance or substitute the exposure to this portfolio of assets as indicated by the Index Provider and dispose of them near the Maturity Date of the Series of Notes. The Issuer will then use the proceeds of the sales of these assets to reimburse the Noteholders.
Should the Issuer be forced to create liquidity to allow an early redemption of a whole or part of a Series of Notes, the Issuer may decide to charge an anti-dilution levy if the disposal of the Underlying Assets has caused a loss for the remaining Noteholders of the same Compartment. The type of Underlying Assets in which the Issuer will invest the net proceeds of a specific Series of Notes will be described in the relevant Final Terms.
Such Underlying Assets may be :
Receivables in which case the Issuer will grant a loan to companies in link with the investment policy (the “Investment Policy”) of the Issuer;
Mortgages on infrastructure projects in link with the Investment Policy;
Equipment loans and leases of machinery granted to companies within the framework of the Investment Policy of the Issuer;
Intellectual Property Rights: in which case the Issuer, within the framework of its Investment Policy, will purchase some intellectual property rights and will grant a third the right to use such rights over period of time;
Real Estate: in which case the Issuer will invest in the infrastructure project in link with its Investment Policy in development in the vie to resell such project to a third party or keep such project to be rented to a third party or used in another manner by such third party;
Financial instruments: which can be bonds, notes, or shares of any kind issued by a third party. It can also be shares, units or a partnership interest in an investment fund considering that that complies with the Issuer’s Investment Policy;
Derivatives Instruments: futures contracts, contracts of difference, forwards contracts, options, and warrants of any kind which are linked directly or directly with the Investment Policy;
Private Equity Investment: in which case the Issuer will co-invest into a dedicated project in link with its Investment Policy;
Commodity: in which case the Issuer will invest directly or indirectly or via derivative instruments in commodities;
Basket: in which case the Issuer will select a list of the Underlying Assets listed above;
Index: a formula or an asset allocation which comprises an exposure on one or several of the Underlying Asset listed above;
If a relationship exists that is material to the issue, between the Issuer and third parties, details of the principal terms of that relationship;
In the case of a single Underlying Asset, please specify the following elements/details: Legal and commercial name and LEI of the entity, date of incorporation, length of life, domicile and legal form, legislation under which it operates, country of incorporation, address of its registered office/principal place of business; a brief description of the entity’s principal activities (in case of an entity performing mining, extraction of hydrocarbons, quarrying or similar activities, description of the deposits, estimate of economically exploitable reserves and expected period of working, indication of the periods and main terms of concessions and the economic conditions for working them, Indication of the progress of actual working; description of the group and Issuer’s position within it; Names, business addresses and functions of the entity’s members of the administrative, management or supervisory bodies an indication of the principal activities performed by them; inclusion of the audited financial statements of the entity for the last two financial years (may not be older than 18 months) and any interim financial statements available; Names and addresses of the Issuer’s auditor(s) for the period covered by the historical financial information; Prominent disclosure of risk factors that may affect the Issuer’s ability to fulfil its obligations under the securities to investors
For each of those the relevant Final Terms of the Series of Notes will describe:
The type of Underlying Assets selected by the Issuer;
The amount of the Underlying Assets invested by the Issuer;
The legislation governing such Underlying Assets;
The terms and conditions of transfer of such Underlying Assets if any;
The expiry or maturity date of the Underlying Assets;
If such Underlying Assets are covered by one of several insurance and a short description of such insurance;
The description of the criteria for accepting additional Underlying Assets to a Compartment or replacing such assets;
In case of single Underlying Asset or of several underlying contract, the description of the counterparty;
Where a material portion of the Underlying Assets are secured on or backed by a real estate property;
A valuation report of the property setting out the valuation and the cash flow stream (together with the name of the expert);
In case of securitisation of shares or fund units, the relevant Final Terms will indicate information about past and future performance and its volatility, the name of the market where such asset is admitted to trading, the ISIN number and where more than 10% of the Underlying Assets are shares/units which are not admitted to trading;
If a relationship exists that is material to the issue, between the Issuer, guarantor and obligor, details of the principal terms of that relationship.
The purpose of the Securitisation Fund is to acquire or to assume, either directly or through the intermediary of another undertaking, the risks associated with the financial assets, equities, loans, receivables, swaps, guarantees, commitments or cash flow generated by third-party’s activities. Taking advantage of the ring-fencing principle at the Compartment level, the Management Company, Frictionless Markets Sàrl. will determine for each compartment a distinctive investment strategy that shall be reflected in the Specific Management Regulations thereof. The Management Company on behalf of the Securitisation Fund may also authorise to have recourse to techniques and technologies, including DLT technology and instruments involving transferrable securities, provided that they are conducted for the purposes of efficient cash or asset management, or that such techniques, technologies and instruments are intended to hedge currency and interest rate risk as part of the asset management, and that they are employed to hedge risks related to market fluctuations.
The Management Company may issue any type of securities at the charge of one or several compartments. This includes shares, units, bonds, notes, certificates, or any type of securities pursuant to the Securitisation Law. Securities may be issued in several categories, series, tranches or classes within one of several currencies and each securities may bear different forms of terms and conditions. The Compartments may have recourse to credit facilities to finance /acquire the Underlying Assets.
For each securities to be issued by the compartments, the Management Company will issue a Final Terms containing all the terms and conditions of the issuance of the securities.
Version 1 - Released and Dated 14th November 2022
A signed PDF or hard copy of this PPM may be obtained by submitting a written request to the Manager of the Management Company at its registered office as defined herein.
Arranger: FRICTIONLESS MARKETS Sàrl
Registered office at 2C, Parc d’activités L-8308 Capellen
The date of the Private Placement Memorandum is 14th of November 2022
Up to 2.000.000.000,00 EUR (two billion euros per programme, outstanding)
FRICTIONLESS MARKETS SECURITIES is a securitisation undertaking organised as a securitisation fund (the “Securitisation Fund” or the “Issuer”) represented and managed by its management company named FRICTIONLESS MARKETS (société de gestion de fonds de titrisation) organised within the meaning of the Law relating to securitisation of 22nd March 2004 (Loi du 22 mars 2004 relative à la titrisation), as amended (the "Securitisation Law"), registered with the Luxembourg Business Register under the reference O46.
The Issuer may from time to time issue notes (the "Notes") in series (each a "Series") eventually divided into tranches (the “Tranches”) under its FRICTIONLESS MARKETS SECURITIES Note Programme (the "Programme") described in this Private Placement Memorandum (the "Private Placement Memorandum").
The Notes may be denominated in any currency determined by the Issuer as specified in the relevant Final Terms (each a "Final Terms") setting out in respect of each issue the terms of that Series.
Each Final Terms shall incorporate by reference all of the information set out in this Private Placement Memorandum. The management regulations of the Securitisation Fund (the “General Management Regulations“) have been registered in the Luxembourg Register of Commerce and Companies under the number O46.
The Management Company, FRICTIONLESS MARKETS Sàrl is a société à responsibilité limitée, a limited liability company incorporated under the Law concerning commercial companies of 10th August 1915 (la Loi du 10 août 1915 concernant les sociétés commerciales), as amended (the "Commercial Companies Law 1915"), organised as a securitisation management company (société de gestion de fonds de titrisation) within the meaning of the Law relating to securitisations of 22nd March 2004 (Loi du 22 mars 2004 relative à la titrisation), as amended (the "Securitisation Law"), registered in the Luxembourg Register of Commerce and Companies under number B272278.
The Issuer may act for and on behalf of one or several compartments of the Securitisation Fund (the “Compartment").
The aggregate nominal amount of Notes outstanding will not at any time exceed 2.000.000.000,00 EUR (or its equivalent in other currencies subject to increase as described herein).
This document (the "Private Placement Memorandum") has been prepared with regard to the Issuer's Note Programme for the issuance of a Series of Notes eventually divided into tranches (the “Tranches”) and is not subject to any (prior) approval by the Commission de Surveillance du Secteur Financier, Luxembourg (the "CSSF") nor any other regulator.
For the sake of clarity, this Private Placement Memorandum is not a prospectus for the purposes of Regulation (EU) 2017/1129 (the "Prospectus Regulation") as the prospective investors to which the Notes will be issued are only professional investors and not retail investors; therefore it may not be used for an offering requiring such prospectus, and the Issuer will not be responsible for the content of this document in relation to any offering which requires such a prospectus.
However, this Private Placement Memorandum constitutes a prospectus for purposes of Part IV of the Luxembourg law of 16 July 2019 on prospectuses for securities (the “Prospectus Law”).
The Issuer has not authorised, nor does the Issuer authorise, the making of any offer of the Notes in circumstances in which an obligation arises for it to publish a prospectus for such offer in any jurisdiction.
Under the Securitisation Law and the articles of association (statuts) of the Issuer may create one or more compartments (each, a "Compartment"), each corresponding to a distinct part of the Securitisation Company’s assets and liabilities, such that the assets of a Compartment (the “Underlying Assets") are exclusively available to satisfy the rights of the investors and creditors of that Compartment and that recourse of a Compartment's investors and creditors is, by law, limited to that Compartment's Underlying Assets.
Each Series of Notes will be issued by a separate Compartment (that is, by the Issuer acting in respect of and on account of such Compartment) and the proceeds from such issue will be used by the relevant Compartment to purchase or otherwise acquire assets and/or to pay for or enter into any ancillary transaction (and to pay expenses), it being understood that the relevant Compartment may from time to time issue further Notes on the same terms as existing Notes and such further Notes shall then be consolidated and form a single Series with such existing Notes.
The Notes are limited recourse in nature (in addition to each Series of Notes being issued by a separate Compartment of the Issuer) and no assets of the Issuer other than the relevant Compartment's assets will be available to meet any shortfall.
The Notes will be obligations solely of the Issuer (ie of the relevant Compartment of the Issuer) and will not be guaranteed by, or be the responsibility of, any other entity nor the Management Company or any other Compartment of the Issuer.
The Notes will not be offered to the public but certain Series of Notes may be listed and admitted to trading, as the case may be, on the Euro MTF market operated by the Luxembourg Stock Exchange and the Issuer may also issue the relevant Note(s) subject to the prior submission to, filing with and approval by the Luxembourg Stock Exchange of the final terms and conditions of such Series (the "Final Terms").
Application may be made to the Luxembourg Stock Exchange for the approval of this Private Placement Memorandum and any other required supplements (as the case may be) for the purposes of Part IV of the Prospectuses Law.
Application may also be made to the Luxembourg Stock Exchange for some Notes to be admitted to trading on the Luxembourg Stock Exchange’s Euro MTF market (the “Euro MTF”).
References in this Private Placement Memorandum to the Notes being “listed” (and all related references) shall mean that the Notes have been admitted on the Official List of the Luxembourg Stock Exchange and to trading on the professional segment of the Euro MTF market. The Euro MTF is not a regulated market for the purposes of the Markets in Financial Instruments Directive 2014/65/EU (as amended, “MiFID II”).
In case the terms and conditions of the Notes to be admitted to trading on the Euro MTF differ from the terms and conditions detailed here, a drawdown prospectus shall be prepared and submitted to the Luxembourg Stock Exchange for its further review and approval before any such admission to trading.
The Issuer may issue Notes admitted to listing on the Official List of the Luxembourg Stock Exchange and to trading on the Luxembourg Stock Exchange's Euro MTF market. However, unlisted Notes and Notes to be listed, traded or quoted on or by any other competent authority, stock exchange or quotation system may be issued under the Programme as well.
The Notes of each Series may be issued in registered form or bearer form. When the Notes are issued in bearer form (“Bearer Notes”), they will be represented on an issue by a temporary global note in bearer form (each a “Temporary Global Note”) or a permanent global note in bearer form (each a “Permanent Global Note”) (collectively, the “Global Notes”).
If the Global Notes are stated in the relevant Final Term to be issued in new global note (“NGN”) form, the Global Notes will be delivered on or prior to the original issue date of the relevant Series/Tranche to a common safekeeper (the “Common Safekeeper”) for Euroclear Bank SA/NV (“Euroclear”) and Clearstream Banking S.A. (“Clearstream, Luxembourg”).
International bearer global form debt securities will have to be issued in NGN form to be eligible as collateral for Eurosystem intra-day credit and monetary policy.
Notes in registered form (“Registered Notes”) will be represented by registered certificates (each a “Certificate”), one Certificate being issued in respect of each Noteholder's entire holding of Notes in the registered form of one Series.
Certificates representing Registered Notes that are held in one or more clearing systems are referred to as global certificates (“Global Certificates”). If a Global Certificate is held under the New Safekeeping Structure (the “NSS”) the Global Certificate will be delivered on or prior to the original issue date of the relevant Tranche to a Common Safekeeper for Euroclear and Clearstream, Luxembourg.
Global notes which are not issued in NGN form (“Classic Global Notes” or “CGN”) and Global Certificates which are not held under the NSS will be deposited on the issue date of the relevant Series/Tranche with a common depositary on behalf of Euroclear and Clearstream, Luxembourg (the “Common Depositary”).
The provisions governing the exchange of interests in Global Notes for other Global Notes and definitive Notes are described in section 20 of the Conditions under “Provisions Relating to the Notes while in Global Form”.
Specific provisions will be set out in the relevant Final Terms in those cases where a Series of Notes is intended to be cleared through any clearing system other than Euroclear Bank SA/NV and Clearstream Banking S.A. or delivered outside a clearing system.
Investing in Notes issued under the Programme involves certain risks.
The principal risk factors that may affect the abilities of the Issuer to fulfil its obligations under the Notes are set out in the Section related to the “RISK FACTORS”.
For the avoidance of doubt, this Private Placement Memorandum does not describe all of the risks of an investment in the Notes.
The Notes have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the United States, and Notes in bearer form are subject to U.S. tax law requirements.
The Notes may not be offered, held, sold or (in the case of Notes in bearer form) delivered within the United States or to, or for the account or benefit of, U.S. persons, as defined in Regulation S under the U.S. Securities Act, except in certain transactions exempt from the registration requirements of such Act and applicable state securities laws.
This Private Placement Memorandum may only be communicated to persons in the United Kingdom by a person who is not authorised under the Financial Services and Markets Act 2000 (FSMA) only if it is directed solely at persons who
(i) have professional experience in matters relating to investments, being investment professionals as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the “FPO”); or
(ii) are high net worth companies, trusts or unincorporated associations falling within Article 49(2)(a) to (d) of the FPO; or
(iii) are persons to whom this Private Placement Memorandum may otherwise be lawfully communicated; such persons being collectively, “Relevant Persons”.
Readers of this Private Placement Memorandum acknowledge and understand that Notes shall not be offered, sold or otherwise made available to and should not be relied upon by United Kingdom persons who are not Relevant Persons.
Version 1 - Released and Dated 14th November 2022
This document includes forward-looking statements.
The words “believe”, “anticipate”, “expect”, “intend”, “plan”, “predict”, “continue”, “assume”, “may”, “will”, “should”, “shall”, “risk” and other similar expressions that are predictions of or indicate future events and future trends identify forward-looking statements. These forward-looking statements include all matters that are not historical facts.
In particular, the statements under the headings “Overview”, “Risk Factors”, “Description of the Issuer” etc. regarding the Issuer’s strategy and other future events or prospects are forward-looking statements. Any potential Investors should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors that are in many cases beyond the Issuer’s control.
By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Recipients of this document are cautioned that forward-looking statements are not guarantees of future performance and that the Issuer’s actual situation, financial condition and liquidity, and the development of the financial market may differ materially from those made in or suggested by the forward-looking statements contained in this document.
The cautionary statements set out above should be considered in connection with any subsequent written or oral forward-looking statements that the Issuer or persons acting on their behalf, may issue. Factors that may cause the Issuer’s actual results to differ materially from those expressed or implied by the forward-looking statements in this document include but are not limited to the risks described under “Risk Factors”.
These forward-looking statements reflect the Issuer’s judgement at the date of this document and are not intended to give any assurances as to future results.