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OFFERING CIRCULAR - Daimler · PDF fileIn this Offering Circular, ... No 2011/61 (" AIFMD "), specified by Article 51 ... DO NOT REPRESENT AN INTEREST IN OR OBLIGATION OF ANY OF THE

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Text of OFFERING CIRCULAR - Daimler · PDF fileIn this Offering Circular, ... No 2011/61 (" AIFMD...

  • OFFERING CIRCULAR

    Silver Arrow S.A., acting in respect of its Compartment 7 (incorporated as a public limited liability company (socit anonyme) in Luxembourg, and

    registered with the Luxembourg register of commerce and companies under number B 111345)

    EUR 1,017,500,000 Class A Compartment 7 Notes due 2024, issue price: 100 per cent. EUR 82,500,000 Class B Compartment 7 Notes due 2024, issue price: 100 per cent.

    Silver Arrow S.A. is registered with the Luxembourg Commercial Register under registration number B 111345. Silver Arrow S.A. has elected in its articles of incorporation (statuts) to be governed by the Luxembourg law of 22 March 2004 on securitisation, as amended ("Luxembourg Securitisation Law"). The exclusive purpose of Silver Arrow S.A. is to enter into one or more securitisation transactions, each via a separate compartment ("Compartment") within the meaning of the Luxembourg Securitisation Law (see "THE ISSUER"). The Compartment 7 Notes (as defined below) will be funding the securitisation transaction ("Transaction 7") of Silver Arrow S.A., acting in respect of its Compartment 7 (the "Issuer") as described further herein. All documents relating to the Transaction 7 as more specifically described herein are referred to as the "Transaction 7 Documents".

    In this Offering Circular, a reference to the Issuer in relation to the Transaction 7 Documents, means the Issuer acting in respect of its Compartment 7.

    The Class A Compartment 7 Notes and the Class B Compartment 7 Notes (together the "Compartment 7 Notes" or "Notes") of the Issuer are backed by a portfolio (the "Portfolio") of auto loan receivables (the "Purchased Loan Receivables") secured by certain passenger cars and/or commercial vehicles (the "Financed Vehicles") and certain other collateral more specifically described herein (the Financed Vehicles, the other collateral and the proceeds therefrom, the "Loan Collateral"). The obligations of the Issuer under the Compartment 7 Notes will be secured by first-ranking security interests granted to Wilmington Trust SP Services (Frankfurt) GmbH (the "Trustee") acting in a fiduciary capacity for, inter alia, the Compartment 7 Noteholders pursuant to a trust agreement (the "Trust Agreement") entered into between, inter alios, the Trustee and the Issuer. Although all Classes will share in the same security, Class A Compartment 7 Notes will rank senior to the Class B Compartment 7 Notes, see "PRE-ENFORCEMENT PRIORITY OF PAYMENTS" and "POST-ENFORCEMENT PRIORITY OF PAYMENTS". The Issuer will apply the net proceeds from the issue of the Compartment 7 Notes to purchase on the Purchase Date (being identical with the Issue Date, as defined below) the Portfolio secured by the Loan Collateral. Certain characteristics of the Portfolio and the Loan Collateral are described in "DESCRIPTION OF THE PORTFOLIO AND OF THE LOAN COLLATERAL" and in "PORTFOLIO CHARACTERISTICS AND HISTORICAL DATA".

    Application has been made to the Commission de Surveillance du Secteur Financier (the "CSSF") of Luxembourg in its capacity as competent authority under the Luxembourg act relating to prospectuses for securities dated 10th July 2005 (loi relative aux Prospectus pour valeurs mobilieres) for the approval of the Offering Circular in respect of the Class A Compartment 7 Notes. In the context of such approval, the CSSF neither assumes any responsibility nor gives any undertakings as to the economic and financial soundness of the Transaction 7 and the quality or solvency of the Issuer in line with the provisions of article 7 (7) of the Luxembourg law on prospectuses for securities, as amended. Application has also been made to the Luxembourg Stock Exchange for Class A Compartment 7 Notes to be listed on the official list of the Luxembourg Stock Exchange on 13 July 2016 (the "Issue Date") and admitted to trading on the Luxembourg Stock Exchange's regulated market. The Luxembourg Stock Exchange's regulated

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    market is a regulated market for the purpose of Directive 2004/39/EC of the European Parliament and of the Council of 21 April 2004 on markets in financial instruments amending Council Directives 85/611/EEC and 93/6/EEC and Directive 2000/12/EC of the European Parliament and of the Council and repealing Council Directive 93/22/EEC. This Offering Circular in connection with the Class A Compartment 7 Notes, once approved by the CSSF, will be published in electronic form on the website of the Luxembourg Stock Exchange (www.bourse.lu). This Offering Circular constitutes a prospectus under article 8 subparagraph 3 of the Luxembourg law on Prospectuses for Securities of 10 July 2005 as amended on 3 July 2012 implementing the Prospectus Directive in Luxembourg.

    The Seller will retain for the life of the Transaction 7 a material net economic interest of not less than 5 per cent. in the Transaction 7 in accordance with Article 405 of Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending Regulation (EU) No 648/2012 (the "CRR"), Article 17 of Directive (EU) No 2011/61 ("AIFMD"), specified by Article 51 of Regulation (EU) No 231/2013 ("AIFMR") and Article 254 of Regulation (EU) 2015/35 of 10 October 2014 (the "Solvency II Regulation"), each as interpreted and applied on the date hereof. As of the Issue Date, such interest will in accordance with Article 405 paragraph 1, sub (d) of the CRR be comprised of an investment in the Class B Compartment 7 Notes and the granting of the Subordinated Loan which is together equivalent to no less than 5 per cent. of the nominal amount of the securitised exposures.

    After the Issue Date, the Issuer will prepare Monthly Investor Reports wherein relevant information with regard to the Purchased Loan Receivables will be disclosed publicly together with an overview of the retention of the material net economic interest by the Seller for the purposes of which the Seller will provide the Issuer with all information reasonably required with a view to complying with Article 409 of the CRR.

    Each prospective investor is required to independently assess and determine the sufficiency of the information described in the preceding two paragraphs for the purposes of complying with Article 405 to 409 of the CRR, section 5 of chapter III of the AIFM Regulation (including Article 51) and chapter VIII of title I of the Solvency II Regulation (including Article 254), and none of the Issuer, the Seller (in its capacity as the Seller and the Servicer), the Joint Lead Managers and Joint Bookrunners, the Arranger, nor the Managers makes any representation that the information described above is sufficient in all circumstances for such purposes. In addition, each prospective Compartment 7 Noteholder should ensure that they comply with the implementing provisions in respect of Article 405 to 409 of the CRR, section 5 of chapter III of the AIFM Regulation (including Article 51) and chapter VIII of title I of the Solvency II Regulation (including Article 254) in their relevant jurisdiction. Investors who are uncertain as to the requirements which apply to them in respect of their relevant jurisdiction should seek guidance from their regulator. The Seller accepts responsibility for the information set out in this paragraph and in the preceding two paragraphs.

    It is the Seller's intention that for the life of the Transaction 7 the Class B Compartment 7 Notes will be retained by the Seller on the Issue Date and in addition, the Seller as the Subordinated Lender will provide the Subordinated Loan.

    For a discussion of certain significant factors affecting investments in the Compartment 7 Notes, see "RISK FACTORS".

    For reference to the definitions of capitalised terms appearing in this Offering Circular, see "THE MASTER DEFINITIONS SCHEDULE".

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    The Arranger

    Socit Gnrale

    The Joint Lead Managers and Joint Bookrunners

    Socit Gnrale UniCredit Bank AG

    The Managers

    BNP PARIBAS Landesbank Baden-Wrttemberg DZ BANK AG

    The date of this Offering Circular is 8 July 2016.

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    The Compartment 7 Notes will be governed by the laws of Germany.

    Both the Class A Compartment 7 Notes and the Class B Compartment 7 Notes will be initially represented by a temporary bearer global note in New Global Note form (each, a "Temporary Global Note") without coupons attached. Each Temporary Global Note will be exchangeable, as described herein (see "TERMS AND CONDITIONS OF THE COMPARTMENT 7 NOTES Condition 2(c) (Form and Denomination)") for a permanent bearer global note in New Global Note form (each a "Permanent Global Note", and together with the Temporary Global Notes, the "Global Notes" and each, a "Global Note") without coupons attached. The Global Notes will be deposited with the Common Safekeeper on or before the Issue Date for Clearstream Banking socit anonyme ("Clearstream Luxembourg") and Euroclear System ("Euroclear") and the Class A Compartment 7 Notes are intended to be held in a manner which will allow Eurosystem eligibility. This does not necessarily mean that the Class A Compartment 7 Notes will be recognised as eligible collateral for Eurosystem monetary policy and intra-day credit operations by the Eurosystem either upon issue or at any or all times during their life. Such recognition will depend upon, inter alia, satisfaction of the Eurosystem eligibility criteria. See "TERMS AND CONDITIONS OF THE COMPARTMENT 7 NOTES Condition 2(i) (Form and Denomination)".

    THE COMPARTMENT 7 NOTES REPRESENT OBLIGATIONS OF THE ISSUER ONLY AND DO NOT REPRESENT AN INTEREST IN OR OBLIGATION OF ANY OF THE ARRANGER, THE JOINT LEAD MANAGERS AND JOINT BOOKRUNNERS, THE MANAGERS, THE SELLER, THE SERVICER (IF DIFFERENT), T

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