Euro 130,000,000 Series B Asset Backed Fixed Rate Notes with

Transcription

LISTING PROSPECTUS
Pursuant to section 2, paragraph 3, of the Italian law No. 130 of 30 April 1999 and to regulation 2004/809/EC of the
Commission of the European Communities dated 29 April 2004 as subsequently amended
CASAFORTE S.r.l.
(incorporated with limited liability in Italy)
Euro 130,000,000 Series B Asset Backed Fixed Rate Notes with Incremental Principal up to
Euro 235,000,000 due 30 June 2040
(ISIN code IT0004644644)
This document, together with the annexes, is the prospectus (the “Prospectus”) for the listing and admission to trading of €130,000,000 Series
B Asset Backed Fixed Rate Notes with Incremental Principal up to €235,000,000 due 30 June 2040 (the “Series B Notes”). The Series B Notes
were issued on 22 December 2010 (the “Issue Date”) by Casaforte S.r.l. (the “Issuer”), a limited liability company incorporated pursuant to the
Italian Law no. 130 dated 30 April 1999 (the “Securitisation Law ”).
The Series B Notes were issued to finance the purchase by the Issuer of principal, interests and other monetary receivables (collectively the
“Receivables”) arising from a mortgage loan agreement (the “Mortgage Loan Agreement”) originally granted by Banca Monte dei Paschi di
Siena S.p.A. (“Banca MPS”) in favor of Perimetro Gestione Proprietà Immobiliari S.c.p.A. (the “Consortium”). The Receivables arising from
the Mortgage Loan Agreement, together with the security interests and all the other appurtenances backing them (collectively, the “Portfolio of
Receivables”), were transferred without recourse and as a pool to the Issuer from Banca MPS with legal and economic enforceability from the
issue date of the Series B Notes. Following the transfer to the Issuer, the Portfolio of Receivables became a segregated asset of the Issuer on which,
pursuant to the Securitisation Law, no actions are allowed by the creditors other than those of the Noteholders. The proceeds earned by the Issuer
in relation to the Portfolio of Receivables are the primary source for the interest payments and for the principal repayment to the holders of the
Series B Notes. The Receivables arising from the Mortgage Loan Agreement are secured by a plurality of security interests, these too subject to
assignment to the Issuer as an integral and essential part of the Portfolio of Receivables. These security interests include, among others: (i) a first
lien mortgage loan on a real property consisting of 683 real-estate assets predominantly for office or branch use, having a gross surface area of
766,500 sqm (the “Real Estate Assets”) owned by the Consortium and almost fully leased by Banca MPS and by other companies of the Monte
dei Paschi di Siena banking group by virtue of 24-year-term lease agreements; (ii) the assignment by way of security of the rents relative to the
Real Estate Assets (the “Assignment by Way of Security” and the “Rents”, respectively); (iii) the collateralization of the Consortium's
receivables vis-à-vis Banca MPS arising from a deposit agreement, aimed at neutralising the risk of fluctuation of the inflation-linked portion of
the Rents. The Rents relative to the Real-Estate Assets are the primary source of the cash flow needed to satisfy the obligations taken on by the
Consortium in relation to the Mortgage Loan Agreement. According to the Assignment by Way of Security, the tenants of the Monte dei Paschi di
Siena banking group have been given irrevocable instructions so that the payments of the Rents are made directly to the Issuer and the latter has
the option to utilise the Rents thus collected to pay the interests and to repay the principal pursuant to the Mortgage Loan Agreement. Therefore it
follows that the timely payment of the Rents by Banca MPS and the other tenants of the Monte dei Paschi di Siena banking
group is the Issuer's main source of cash flow necessary to satisfy the rights incorporated in the Series B Notes, however
Banca MPS in no way guarantees the fulfilment of the payment obligations undertaken by the Issuer in favor of the
Noteholders.
In order to finance the purchase of the Portfolio of Receivables, concomitantly with the issue of the Series B Notes, the Issuer issued also (i)
€1,536,640,000 Series A asset backed notes due 30 June 2040, bearing a fixed rate equal to 3.00% until 30 June 2012 and then a floating rate,
ISIN code IT0004644636 (the “Series A Notes”), and (ii) €3,000,000 variable-premium Series Z asset backed notes due 30 June 2040, ISIN
code IT0004644677 (the “Series Z Notes”, and together with the Series A Notes and the Series B Notes, the “Notes”).
The subscription entailed, and the subsequent purchase of the Series B Notes will entail by the relevant purchaser, acceptance of KPMG Fides
Servizi di Amministrazione S.p.A. as the Representative of the Noteholders initially designated by the Issuer, also in the interest of the first
subscribers of the Series B Notes. The rights and the duties of the Representative of the Noteholders, as well as the provisions concerning its
appointment and revocation, are governed by the Terms and Conditions of the Notes.
The Series B Notes have not be assigned a credit rating, while the Series A Notes have been rated A- by Fitch Ratings Ltd., in line with the credit
rating attributed to Banca MPS. Fitch Ratings Ltd. is established in the European Union and has applied to be registered under Regulation (EC)
No 1060/2009 of the European Parliament and of the Council of 16 September 2009 on credit rating agencies, although notification of the
corresponding registration decision has not yet been provided by the relevant competent authority.
The Prospectus has been approved by the Central Bank of Ireland (the ‘‘Central Bank’’) as competent authority under Directive 2003/71/EC
(the “Prospectus Directive”). The Central Bank only approves this Prospectus as meeting the requirements imposed under Irish and EU law
pursuant to the Prospectus Directive. Application has been made to the Irish Stock Exchange for the Series B Notes to be admitted to the Official
List and trading on its regulated market. Such approval relates only to the Series B Notes which are to be admitted to trading on the regulated
market of the Irish Stock Exchange or other regulated markets for the purposes of Directive 2004/39/EC or which are to be offered to the public
in any Member State of the European Economic Area.
Payments under the Series B Notes may be subject to a substitutive tax, according to the Italian legislative decree No. 239 of 1 April 1996, as
subsequently amended. Upon the occurrence of any withholding or deduction for or on account of tax, whether or not in the form of a substitutive
tax, from any payments under the Series B Notes, neither the Issuer nor any other person shall have any obligation to pay any additional amount
to any holder of Series B Notes. The Issuer has no other assets other than those described in this Prospectus.
The Series B Notes were issued in dematerialised form according to the Terms and Conditions of the Notes and will be held in such form on behalf
of the beneficial owners, until the relevant redemption and cancellation, by Monte Titoli S.p.A.
The investment in the Series B Notes entails risks. Investors are invited to read the “Risk Factors” sections.
PERIMETRO GESTIONE PROPRIETÀ
IMMOBILIARI S.c.p.A.
as the Assigned Debtor
BANCA MONTE DEI PASCHI DI SIENA S.p.A.
as Originator of the Receivables and debtor of last resort
of the Rents assigned by way of security
BNP PARIBAS SECURITIES SERVICES, Luxembourg Branch
as Listing Agent
The date of this Prospectus is 9 August, 2011
TABLE OF CONTENTS
PRELIMINARY WARNING
2
1.
2
2.
3.
PERSONS RESPONSIBLE
1.1.
Indication of the persons responsible ................................................................................................................2
1.2.
Declaration of Responsibility .............................................................................................................................2
STATUTORY AUDITORS
3
2.1.
The Auditing Firm appointed by the Issuer to audit the financial statements referred to in the Prospectus 3
2.2.
Possible revocation of the Auditing Firm's assignment ....................................................................................3
RISK FACTORS
4
3.1.
General Warnings ...............................................................................................................................................4
3.2.
Risks relative to the Issuer and the Issuer's ability to fulfill the obligations undertaken in relation to the
Notes....................................................................................................................................................................4
4.
INFORMATION ABOUT THE ISSUER
4.1.
7
The Issuer, as a special-purpose vehicle for the issue of financial instruments within the context of
securitisation transactions..................................................................................................................................7
5.
4.2.
Name and registered office.................................................................................................................................7
4.3.
Place, date of registration and registration number in the companies register .............................................. 8
4.4.
Date of incorporation and duration of the Issuer............................................................................................. 8
4.5.
Legislation, juridical form, country of incorporation, address and telephone number of the Issuer ............ 8
4.6.
Share capital and description of its composition.............................................................................................. 8
4.7.
Corporate Bodies of the Issuer .......................................................................................................................... 8
4.8.
The management of the corporate services in favor of the Issuer ................................................................... 8
OVERVIEW OF THE ISSUER'S BUSINESS
10
5.1.
Description of the Issuer's main activities .......................................................................................................10
5.2.
General description of the parties participating in the securitization transaction ........................................ 11
6.
MANAGEMENT AND SUPERVISORY BODIES OF THE ISSUER
12
7.
ISSUER’S QUOTAHOLDER
13
8.
FINANCIAL INFORMATION REGARDING THE ISSUER'S ASSETS AND LIABILITIES,
FINANCIAL STANDING, AND PROFITS AND LOSSES
14
8.1.
Statement to be issued if, on the date of registration or of formation, the Issuer has not initiated the
activity and if, on the date of this Registration Document, financial statements have not been drafted yet 14
i
9.
10.
8.2.
Financial information ....................................................................................................................................... 14
8.3.
Legal and arbitration proceedings ................................................................................................................... 14
8.4.
Negative variations of the Issuer's financial standing..................................................................................... 14
THIRD PARTY INFORMATION AND STATEMENT BY EXPERTS AND DECLARATIONS
OF ANY INTEREST
15
9.1.
Statements and reports by experts................................................................................................................... 15
9.2.
Third party information.................................................................................................................................... 15
DOCUMENTS ACCESSIBLE TO THE PUBLIC
16
PART TWO – SECURITIES NOTE
18
1.
19
PERSONS RESPONSIBLE
1.1.
2.
Declaration of Responsibility ........................................................................................................................... 19
RISK FACTORS
20
2.1.
General Warnings ............................................................................................................................................ 20
2.2.
Potential conflicts of interest between the parties participating in the transaction - concentration of roles
by Banca MPS and other companies of the same group ................................................................................ 20
2.3.
Risks relative to the Debtor – dependency of the Consortium on the Rents paid by the tenants and the
contributions due from the partners of the Consortium................................................................................ 22
3.
2.4.
Absence of updated independent assessments on the Real Estate Assets .................................................... 22
2.5.
Revocation of payments................................................................................................................................... 23
2.6.
Risks relative to the Notes ............................................................................................................................... 23
KEY INFORMATION
3.1.
28
Interests of natural and juridical persons which participated in the issuance and placement of the Series
B Notes ............................................................................................................................................................. 28
4.
INFORMATION CONCERNING THE NOTES TO BE ADMITTED TO TRADING
29
4.1.
Total amount of securities being admitted to trading .................................................................................... 29
4.2.
Description of the Series B Notes.................................................................................................................... 29
4.3.
Legislation based on which the Series B Notes have been created ................................................................ 29
4.4.
Rules governing the circulation of the Series B Notes.................................................................................... 29
4.5.
Issue currency of the Series B Notes ............................................................................................................... 29
4.6.
Rating of the Series B Notes ............................................................................................................................ 30
4.7.
Description of the rights, including any limitation thereof, associated with the Series B Notes and their
exercise ............................................................................................................................................................. 30
ii
4.8.
The nominal interest rate and the instructions relative to the interest and to the premiums to be paid in
relation to the Series B Notes .......................................................................................................................... 30
4.9.
Maturity date, amortisation method and repayment of the Series B Notes................................................... 31
4.10.
Indication of yield and priority of payments and repayment ......................................................................... 31
4.11.
Representative of the Noteholders and Noteholders’ organization................................................................31
4.12.
Authorisations.................................................................................................................................................. 32
4.13.
Issue Date of the Notes .................................................................................................................................... 32
4.15.
Brief description of the Series A Notes as senior notes, with respect to the repayment of the principal, of
the Series B Notes ............................................................................................................................................ 33
5.
ADMISSION TO TRADING AND DEALING ARRANGEMENTS
38
5.1.
Trading on regulated markets ......................................................................................................................... 38
5.2.
Paying and depository agents.......................................................................................................................... 38
The payment of the dividends and the repayment of principal shall be performed through the intermediaries
participating in the Monte Titoli S.p.A. system. Monte Titoli S.p.A.’s registered office is in Via Mantegna
6, 20154 Milano. .............................................................................................................................................. 38
6.
EXPENSE OF THE ADMISSION TO TRADING
39
7.
ADDITIONAL INFORMATION
40
8.
9.
10.
7.1.
Consultant mentioned in the Securities Note................................................................................................. 40
7.2.
The issuing of expert opinions ........................................................................................................................ 40
7.3.
Information originating from third parties .................................................................................................... 40
7.4.
Rating assigned to the Series B Notes and Series A Notes............................................................................. 40
THE FINANCIAL INSTRUMENTS
42
8.1.
Total nominal value of the Series B Notes ...................................................................................................... 42
8.2.
Sources of information regarding the financial instruments......................................................................... 42
THE UNDERLYING ASSETS
43
9.1.
Capacity of the securised assets to produce funds to service any payment due and payable on the Notes . 43
9.2.
Information on Portfolio of Receivables ......................................................................................................... 44
STRUCTURE OF THE TRANSACTION AND CASH FLOW
61
10.1.
Description of the transaction structure .......................................................................................................... 61
10.2.
Graphical presentation of the transaction ...................................................................................................... 63
10.3.
Description of the parties which participated in the issuance and their respective functions ..................... 63
iii
10.4.
Description of the mechanics and of the date of the sale, transfer and novation or assignment of assets or
possible Issuer's rights and/or obligations ..................................................................................................... 66
10.5.
Illustration of the cash flows ............................................................................................................................67
10.6.
Name, address and significant activities of the parties from which the securitised assets originate........... 68
10.7.
The Interest Rate Swap Counterparty............................................................................................................. 68
10.8. The Securitisation accounts............................................................................................................................. 68
11.
INFORMATION AFTER THE ISSUE
69
GLOSSARY
70
Annex 1 TERMS AND CONDITIONS OF THE NOTES
I
Annex 2 THE FINANCIAL STATEMENTS OF THE ISSUER AS OF 31 DECEMBER 2009
II
Annex 3 THE FINANCIAL STATEMENTS OF THE ISSUER AS OF 31 DECEMBER 2010
III
Annex 4 THE TRANSLATION OF THE INDEPENDENT AUDITORS’ REPORT
IV
ON THE ISSUER FINANCIAL STATEMENTS AS OF 31 DECEMBER 2009
IV
Annex 5 THE TRANSLATION OF THE INDEPENDENT AUDITORS’ REPORT
V
V
iv
PART ONE – REGISTRATION DOCUMENT
1
PRELIMINARY WARNING
The Issuer is a company incorporated pursuant to the Italian Securisation Law, having as its
exclusive purpose the carrying out of transactions concerning the securitisation of receivables. As
such, the Issuer has a limited provision of own funds and will manage the payment of the obligations
undertaken vis-à-vis the Noteholders only through the proceeds collected from the securitised
Receivables.
Therefore, for a correct and complete assessment of the transaction, potential investors are also
invited to examine the description of the other parties involved in the transaction, in particular
Banca MPS and the Consortium. In fact, the timely fulfilment of the payment obligations in various
capacities undertaken by Banca MPS vis-à-vis the Consortium and by the latter vis-à-vis the Issuer
are the primary source of the cash flow necessary to satisfy the rights incorporated in the Notes.
For more information with regards to Banca MPS, see paragraph 9.2.2.2 (Description of the debtor
pursuant to the Assignment by Way of Security of the Rents relative to the Real Estate Assets) of
Part Two – Securities Note.
For more information about the Consortium see paragraph 9.2.2.1 (Description of the Consortium as
debtor pursuant to the Mortgage Loan Agreement ) of Part Two – Securities Note.
The language of the Prospectus is English. Certain legislative references and technical terms have
been cited in their original language in order that the correct technical meaning may be ascribed to
them under applicable law.
1.
PERSONS RESPONSIBLE
1.1.
Indication of the persons responsible
Casaforte S.r.l., with registered office in via Eleonora Duse 53, Rome, legally represented by the sole
director, Mr. Marc Bruno Zanelli, vested with the necessary powers, assumes full responsibility for
the information herein reported in Part One - Registration Document.
1.2.
Declaration of Responsibility
Casaforte S.r.l. is responsible for the completeness and the truthfulness of the data and of the
information herein reported in Part One - Registration Document and in all the annexes of this
Prospectus. The Issuer states that the information herein reported in Part One - Registration
Document, to the best of its knowledge, and having adopted all the care for this purpose, conforms
with the facts and does not contain omissions that could alter its meaning.
Casaforte S.r.l., Banca Monte dei Paschi di Siena S.p.A. and Perimetro Gestione Proprietà
Immobiliari S.C.p.A., with respect to what falls within the competence of each one, are responsible
for the completeness and truthfulness of the data and the information reported in Part Two Securities Note of this Prospectus. Each company states that the information reported in Part Two –
Securities Note of this Prospectus is, to the best of its knowledge and having adopted all the due
diligence for this purpose, consistent with the facts and does not contain omissions that could alter
its meaning.
2
2.
STATUTORY AUDITORS
2.1.
The Auditing Firm appointed by the Issuer to audit the financial statements referred
to in the Prospectus
The financial statements of the Issuer relative to the financial years ended as at 31 December 2010
and as at 31 December 2009, arranged according to the international accounting standards
(IAS/IFRS), have been audited by the independent auditor Reconta Ernst Young S.p.A. with
registered and administrative office in Milan, via della Chiusa no. 2 (the “Auditing Firm”).
Reconta Ernst & Young S.p.A.'s auditing reports for the financial statements covering the financial
years ended as at 31 December 2010 and as at 31 December 2009 were issued on 11 April 2011 and 6
April 2010, respectively.
Reconta Ernst & Young S.p.A. is registered under No. 2 in the Special Register (Albo Speciale)
maintained by CONSOB and set out in Article 161 of the Financial Law, in compliance with the
provisions of Legislative Decree No. 88 of 27 January 1992, and is also a member of the ASSIREVI Associazione Nazionale Revisori Contabili. The business address of Reconta Ernst & Young S.p.A. is
Via Po 32, Rome, Italy and its phone number is +39 06 324751.
2.2.
Possible revocation of the Auditing Firm's assignment
During the period to which the financial information relative to the past financial years reported in
the Prospectus refer, there had been no refusal or remarks regarding the relevant statements by the
Auditing Firm, nor had the latter renounced or be removed from the assignment.
3
RISK FACTORS
3.
RISK FACTORS
3.1.
General Warnings
Potential investors are invited to carefully read this Prospectus in order to understand the risk factors
associated with the subscription of the Notes or that are in any case relevant to the Issuer.
In elaborating its financial policy, each investor clearly understand that the long-term time horizon of
the investment in the Notes (defined by the duration thereof upon issuing) must be in line with its
present and future cash needs.
As regards the risks relative to the Notes and to the Portfolio of Receivables, please refer to what is
indicated in Section 2 (Risk factors) reported in Part Two – Securities Note.
3.2.
Risks relative to the Issuer and the Issuer's ability to fulfill the obligations undertaken
in relation to the Notes
3.2.1.
Issuer's dependency on securitisation activities and on the enforcement of the security interests
The Issuer's equity comprises only the securitized receivables and the sums paid by the Assigned Debtor,
and also the receivables vis-à-vis the others counterparties of the transaction. Therefore, the Issuer's
ability to discharge the obligations undertaken vis-à-vis the Noteholders and satisfy the other creditors
involved in the transaction will depend exclusively on the full and timely receipt of the sums owed by the
Consortium pursuant to the Loan Agreement, (ii) of the payments owed to the Issuer by the
Counterparty of the Financial Hedge pursuant to the Interest Rate Swap contract, and (iii) of any other
amount owed to the Issuer pursuant to the Securitization Documents, and also by Banca MPS as
depositary bank of certain current accounts opened by the Issuer in the context of the Securitisation.
In turn, the Consortium's ability to discharge its payment obligations vis-à-vis the Issuer pursuant to the
Loan Agreement depends predominantly on the full and timely receipt of the rents owed by Banca MPS
and by the other tenant companies belonging to the MPS banking group.
In the event of default by the Consortium, the Issuer's ability to discharge its pecuniary obligations
undertaken vis-à-vis the Noteholders will depend mainly on the enforcement of the security interests
backing the Loan, by the Servicer and under the supervision of the Representative of the Noteholders. In
particular, should the Consortium's default be a result of the insolvency of Banca MPS and/or of the
other Tenants, the Issuer's ability to discharge the pecuniary obligations undertaken vis-à-vis the
Noteholders will depend mainly on the enforcement of the mortgage burdening the Real Estate Assets,
by a party - other than the Servicer - appointed for that purpose by the Issuer under the supervision of
the Representative of the Noteholders.
In these scenarios, satisfying the Noteholders rights will depend on the value of the Real Estate Assets at
the time of the enforcement of the mortgage and also on the diligence of the parties appointed to manage
the proceedings for insolvency or bankruptcy and on the duration of the latter, which is hard to foresee
and in any case not short. It is noted, thereupon, that the market value of the property included in the
Real Estate Assets, and also the corresponding rental income, have been subject to assessment by REAG
– Real Estate Advisory Group S.p.A. on 31 July 2009. Furthermore, being an essential part of the assets
4
RISK FACTORS
representing a going concern contributed to the Consortium, the Real Estate Assets and the Mortgage
Loan were subject to evaluation by PricewaterhouseCoopers S.p.A. on 23-27 July 2009 within the scope
of the appraisal report arranged pursuant to section 2343, paragraph 1, of the Italian Civil Code for the
purpose of said contribution. For more information with regard to the Real Estate Assets, see also the
subsequent paragraph 9.2.9 (The Real Estate Assets) of Part Two – Securities Note.
3.2.2.
Issuer default risk
Pursuant to the Italian Law no. 130 dated 30 April 1999 regarding the receivables purchased by the
Issuer and the sums paid by the Consortium as assigned debtor, no actions are allowed to protect
creditors other than the Noteholders and the other creditors under the Securitisation. Nevertheless it
cannot be ruled out that in the future third parties lay claim to other liquid and collectable credits
against the Issuer. In this case, though not being able to foreclose on or in any case take action against
the segregated assets (composed of the Securitized Receivables and of the relevant proceeds including
the Rents), such third parties could cause the insolvency of the Issuer, producing at least a delay in the
payments owed by the Issuer to the Noteholders.
In order to reduce this risk, the corporate purpose of the Issuer is limited by law to the carrying out of
securitisation transactions.
Moreover, in order to further restrict the risk of default, in the Terms and Conditions of the Notes the
Issuer has pledged in favor of the Noteholders (i) to not assume any financial indebtedness, (ii) to not
perform extraordinary transactions, (iii) to not take on equity investments in other companies, (iv) to
not hire employees nor have secondary offices, and more generally, (v) to not perform activities that are
not established in the Securitization Documents or nevertheless instrumental for carrying out the
securitisation.
Finally, the Issuer has anticipated the allocation of an expenditure fund (the amount of which at each
Payment Date be equal to €100,000) to cover unforeseen costs that might be collectable during the
period between two Payment Dates, inclusive.
As a result, assuming the timely fulfilment of such contractual commitments and the legality of the
conduct in the transactions with the third party, it is in fact unlikely that parties other than those
involved in the Securitisation transaction may lay claim against the Issuer and, in the final analysis,
provoke its insolvency.
As far as the Issuer's creditors involved in the Securitisation transaction are concerned, each of these
parties has accepted according to the Intercreditor Agreement to collect its credits in a limited manner,
only within the limit of the funds available from time to time according to the Priority of Payment,
promising to not start legal actions or proceeding for insolvency against the Issuer and delegating the
Representative of the Noteholders for said purpose. In the event of violation of said commitments, the
other creditors will have the right to demand compensation for damages from the defaulting creditor.
3.2.3.
Risks deriving from the changes of the Issuer tax treatment
Based on the tax treatment in force applicable to the Issuer, and also on the orientation currently
expressed by the tax authorities, the Issuer should have no income subject to taxation after having repaid
all the respective obligations deriving from and associated with the Securitisation.
5
RISK FACTORS
The possibility does however exist that later regulations, circular letters or others positions issued by the
relevant tax authorities, as well as pronouncements of case law, might have an impact on the tax
treatment applicable to the Issuer's revenue, as described above.
6
4.
INFORMATION ABOUT THE ISSUER
4.1.
The Issuer, as a special-purpose vehicle for the issue of financial instruments within
the context of securitisation transactions
The Issuer is a corporation formed pursuant to the Italian Securisation Law and having as its sole
purpose the carrying out of one or more securitisation transactions on receivables through the
purchase of monetary receivables, both existing and future, to be funded through the issue and the
placement of notes pursuant to section 1, paragraph 1, letter b) of the Italian Securitization Law.
The sole corporate purpose of the Issuer is to carry out one or more debt securitisation transactions
pursuant to the Italian Securisation Law, by the purchase against payment (by the Issuer or another
corporation formed pursuant to Italian Securisation Law) of monetary receivables, both present and
future, identifiable as a pool if they are a large number of receivables, funded by the issue (by the
Issuer or another corporation formed pursuant to the Italian Securisation Law) of notes whereof
sections 1, paragraph 1, letter b), and 5 of the aforesaid Securitization Law. According to the
provisions of the Italian Securitization Law, the receiveables relative to each securitisation
transaction constitute an asset segregated for all intents and purposes from that of the Issuer and
from those relative to other securitisation transactions carried out by the Issuer. Each of said
segregated assets is set aside exclusively to satisfy the rights incorporated in the securities issued, by
the Issuer or by another company, to finance the acquisition of the receivables which are part of the
above-mentioned assets, and also to pay the costs of the corresponding securitisation transaction. No
actions by creditors, except by the holders of the notes issued to finance the purchase of the abovesaid receivables and proceeds, are allowed on any segregated asset.
Within the limits allowed by the provisions of the Italian Securitization Law, the Issuer may carry out
the secondary transactions to be executed for the successful outcome of the securitisation
transactions it has performed, or nevertheless instrumental for achieving its corporate purpose, as
well as of reinvestment transactions in other financial assets of the funds deriving from the
management of the receivables purchased not yet immediately employed to satisfy the rights deriving
from the above-mentioned Notes.
The Issuer may also carry out revolving structure transactions, i.e. which contemplate the use of the
proceeds deriving from the management of the receivables before or concomitantly with the issue of
the notes for the purchase of additional receivables. Pursuant to section 3 of the Italian Securitization
Law, those additional receivables will also constitute segregated assets on which actions by the
creditors are not allowed except by the holders of notes issued in the context of the same transaction.
Within the purview of the securitisation transactions carried out in this way, the Issuer may appoint
third parties to collect the acquired receivables and to perform cash and payment services and also
transactions regarding the assignment of the acquired receivables as well as any other activity
allowed by the Italian Securitisation Law.
In the arrangement of its financial statements the Issuer applies the international accounting
standards.
4.2.
Name and registered office
Casaforte S.r.l. is a limited liability company. The Issuer's registered office is in via Eleonora Duse,
53, 00197, Rome.
7
4.3.
Place, date of registration and registration number in the companies register
The Issuer was enrolled in the companies register of Padua on 10 October 2001, as an Italian jointstock company (S.p.A.). Later, by means of a resolution taken by the shareholders’ meeting on 17
September 2009, the Issuer resolved to transfer the registered office to Rome, and also to transform
itself into an Italian limited liability company (S.r.l.). The tax code and registration number at the
companies register of Rome is 03670580285. The Issuer is also registered under number 32612.4 in
the register of special purpose vehicles (Elenco delle società veicolo di cartolarizzazione – SPV) held
by the Bank of Italy pursuant to Article 3, paragraph 3, of the Italian Securitisation Law, and the
order of the Bank of Italy (provvedimento) dated 29 April, 2011 (Disposizioni in materia di obblighi
informativi e statistici delle società veicolo coinvolte in operazioni di cartolarizzazione).
4.4.
Date of incorporation and duration of the Issuer
The Issuer is a company incorporated on 4 October 2001. Pursuant to the articles of association, the
duration of the company is set until 31 December 2100.
4.5.
Legislation, juridical form, country of incorporation, address and telephone number
of the Issuer
The Issuer is a limited liability company incorporated in Italy pursuant to the Italian Law. The
company is domiciled (at the same location as the registered office) in via Eleonora Duse 53, Rome.
The company telephone number is +39-06-8091531; the fax number is +39-06-8077221.
4.6.
Share capital and description of its composition
The Issuer 's share capital amounts to €100,000.00 (one hundred thousand), fully subscribed and
paid-in.
As of the date of this Prospectus, the Issuer's registered capital is held entirely by Stichting
Perimetro, a foundation formed under Dutch law with registered office in Amsterdam, Claude
Debussylaan 24, 1082MD, Holland (the “Issuer’s Quotaholder”).
4.7.
Corporate Bodies of the Issuer
According to the provisions of the articles of association, the management of the Issuer is entrusted
to the sole director, Mr. Marc Bruno Zanelli. As of the date of this Prospectus, Mr Marc Bruno Zanelli
is also a manager (Dirigente) of MPS Capital Services.
The Issuer has also a Board of Statutory Auditors consisting of 3 (three) standing auditors and 2
(two) alternate auditors, which is charged with the function of internal auditing. For more
information on this matter refer to Section 6 (Corporate Bodies of the Issuer Responsible for
Management and Control ) here in Part One – Registration Document.
4.8.
The management of the corporate services in favor of the Issuer
With respect to certain activities of corporate nature, the Issuer avails itself of the services provided
by KPMG Fides Servizi di Amministrazione S.p.A., with registered office in via Vittor Pisani, 27,
20124 Milan, which acts for the purposes of the Corporate Services Agreement through its
headquarters located in via Eleonora Duse, 53, 00197, Rome (the “Corporate Servicer”). These
services include safekeeping of documents, keeping the book of the Noteholders, arranging the
administrative and tax accounting records and assisting in the arrangement of the Issuer's annual
8
financial statements. For further information on this matter refer to Section 10 (Structure of the
transaction and cash flows) of Part Two – Securities Note.
9
5.
OVERVIEW OF THE ISSUER'S BUSINESS
5.1.
Description of the Issuer's main activities
The Issuer is a corporation formed pursuant to Italian Securisation Law and having as its sole
purpose the carrying out of debt securitisation transactions. The Issuer may perform, as secondary
activities, occasionally and for the sole purpose of achieving the corporate purpose, any
commercial and financial transaction necessary or useful to achieve the corporate purpose, in any
case according to the provisions of the Italian Securitization Law.
According to the provisions of the Italian Securitisation Law, the receivables and the other proceeds
assigned to the Issuer, and also every other right acquired by the Issuer within the scope of the
individual securitisation transactions, are to all intents and purposes assets segregated from those of
the Issuer itself and from those relative to other transactions. No actions by creditors, except by the
holders of notes issued to finance the purchase of receivables and proceeds, are allowed on any
segregated asset.
In April 2002, the Issuer already carried out another debt securitisation transaction pursuant to the
Securisation Law, concerning a portfolio of monetary receivables – and each right thereto associated
– deriving from residential mortgage loans assigned to the Issuer in November 2001 by Banca
Antoniana Popolare Veneto S.c.a.r.l. (a company later incorporated in Banca MPS following the
merger on 1 January 2009) (hereafter, the “2002 Securitisation”).
In particular, within the remit of the 2002 Securitisation, the Issuer issued certain series of notes
denominated: (a) €982,000,000 Series A Residential Mortgage Backed Floating Rate Notes Due
2020; (b) €53,000,000 Series B Residential Mortgage Backed Floating Rate Notes Due 2020; and
(c) €93,810,000 Class C Residential Mortgage Backed Variable Return Notes Due 2020.
It should nevertheless be noted that:
(i)
through an agreement entered into on 16 April 2009, according to the provisions of the 2002
Securitization Documents (therein including the terms and conditions of the notes issued in
that context) and after having obtained the necessary approvals by the representative of the
noteholders, Banca MPS purchased from the Issuer the entire portfolio of receivables
assigned to it within the purview of the aforesaid transaction;
(ii)
in April 2009, all the proceeds deriving from the transfer to Banca MPS of the portfolio as of
the previous paragraph (i), and also all the other proceeds earned by the Issuer within the
context of the 2002 Securitisation, were used by the Issuer for the full prepayment of all the
notes issued and not yet redeemed in the context of the 2002 Securitisation, and also for the
payment of all the relevant costs, charges and expenses;
(iii)
through a deed executed on 20 April 2009 named the “Unwinding Agreement”, finally, all
the parties involved in the 2002 Securitisation (and also the creditors of the Issuer within the
context of the aforesaid transaction), having acknowledged limited petition rights in relation
to the payment obligations undertaken by the Issuer in the context of the 2002
Securitisation, and also regular allocation of all the proceeds deriving from the discharge of
such payment obligations as of the previous paragraph (ii), irrevocably and unconditionally
released the Issuer from all the payment obligations it had assumed in context of the 2002
Securitisation, and concomitantly ordered the winding up of all the contracts executed within
the remit thereof.
10
In addition to the activities relative to the 2002 Securitisation as described above and to the
transformation from a joint-stock company to a limited liability company resolved on 17 September
2009, the Issuer, subsequent to the date of incorporation, did not perform any additional activity,
except for the one relative to the purchase of the Portfolio of Receivables and to the execution of the
Securitization Documents and of the other associated documents.
Moreover, pursuant to the Securitization Documents, the Issuer undertook vis-à-vis the Noteholders
to not perform certain activities and to not conduct certain actions, with the result that the range of
its activities is further limited. In particular, the Issuer pledged to not take on any financial
indebtedness, to not perform extraordinary transactions, to not take on ownership interests in other
companies, to not hire employees and to not have secondary offices, and more generally to not carry
out activities that are not established by the Securitization Documents or in any case instrumental to
the carrying out the Securitisation. As a result, assuming the timely fulfilment of such contractual
commitments and the legality of the conduct in the relationships with third parties, it is de facto
unlikely that third parties other than the parties involved in the transaction might claim credit based
on any contractual entitlement against the Issuer.
5.2.
General description of the parties participating in the securitization transaction
For the description of the parties participating in the Securitization of Receivables, refer to
paragraph 10.3 (Description of the parties which participated in the issue and their respective
functions) contained in Part Two – Securities Note.
11
6.
MANAGEMENT AND SUPERVISORY BODIES OF THE ISSUER
Pursuant to the articles of association, the Issuer is administered by a sole director, in office for a
period no longer than three years. This person possesses the qualifications of integrity and
professionalism established by the statutory and regulatory provisions in force.
On the date of this Prospectus, the Issuer's sole director is Mr. Marc Bruno Zanelli, domiciled at the
Issuer's registered office, in via Eleonora Duse, 53, 00197, Rome. On the date of this Prospectus, Mr.
Marc Bruno Zanelli is ALSO a manager (Dirigente) of MPS Capital Services.
The Issuer has a Board of Statutory Auditors consisting of 3 (three) statutory auditors and 2 (two)
alternate auditors. In particular, on the date of this Prospectus, the Issuer's Board of Statutory
Auditors is composed as reported in the following table:
Name
Armando D’Antonio
Office
Chairman of the Board of
Statutory Auditors and Statutory
Auditor
Lucio Zannella
Statutory Auditor
Monica Porcari
Statutory Auditor
Alessandro Malfatti
Alternate Auditor
Bernardo Rocchi
Alternate Auditor
Membership
Enrolled in the Italian Register of
Auditors at no. 86195, according to the
Ministerial Decree dated 27 July 1999
published in the Italian Official Gazette
no. 77 dated 28 September 1999
Enrolled in the
Italian Register of
Ministerial Decree dated 25 November
1999 published in the Italian Official
Gazette no. 100 dated 17 December 1999
Ministerial Decree dated 12 April 1995
no. 31bis dated 21 April 1995
Ministerial Decree dated 27 July 1999
no. 77 dated 28 September 1999
Ministerial Decree dated 21 June 2000
no. 56 dated 18 July 2000
All the members of the Board of Statutory Auditors possess the qualifications of integrity,
professionalism and independence established by the law and regulatory provisions in force.
12
7.
ISSUER’S QUOTAHOLDER
The Issuer 's stock capital amounts to €100,000.00 (one hundred thousand), fully subscribed and
paid-in. The Issuer 's stock capital is fully held by Stichting Perimetro, a foundation formed under
Dutch law with registered office in Amsterdam, Claude Debussylaan 24, 1082MD, Holland.
On the date of this Prospectus, no ownership interest exists between Stichting Perimetro, the Issuer's
sole quotaholder and the companies belonging to the MPS Group. It is noted however that MPS
Capital Services funded the purchase of the full ownership interest of Stichting Perimetro in the
Issuer through the granting of a non-interest bearing loan to be repaid in a lump sum in 2044
pursuant to a loan agreement executed on 11 September 2009.
13
8.
FINANCIAL INFORMATION REGARDING THE ISSUER'S ASSETS AND LIABILITIES,
FINANCIAL STANDING, AND PROFITS AND LOSSES
8.1.
Statement to be issued if, on the date of registration or of formation, the Issuer has
not initiated the activity and if, on the date of this Registration Document, financial
statements have not been drafted yet
Not applicable.
8.2.
Financial information
8.2.1.
Financial information for the financial years ended as of 31 December 2010 and as of 31
December 2009
The financial statements of the Issuer for fiscal years ended 31 December 2009 and 31 December
2010 are included in this Prospectus under Annexes 2 and 3, respectively.
The financial statements have been translated into the English language solely for the convenience of
international readers. The Issuer accepts responsibility for the correct translation of the information
set out therein.
8.2.2.
Audit of financial information
The Issuer's Financial statements as at 31 December 2010 approved by the Issuer's quotaholders'
meeting on 29 April 2011 was subject to full audit by the auditing firm Reconta Ernst & Young S.p.A.
which issued an unqualified opinion on 11 April 2011. Such opinion is attached to this Prospectus as
Annex 4.
The Issuer's Financial statements as at 31 December 2009 approved by the Issuer's shareholders'
meeting on 23 April 2010 was subject to full audit by the auditing firm Reconta Ernst & Young S.p.A.
which issued an unqualified opinion on 6 April 2010. Such opinion is attached to this Prospectus as
Annex 5.
8.3.
Legal and arbitration proceedings
The Issuer is not aware of any governmental, administrative, legal or arbitration proceeding,
pending or threatened, which may have, or has had in the recent past and in any case during a period
covering at least the previous 12 months as from the date of this Prospectus, significant
repercussions on its capital or financial position or its income.
8.4.
Negative variations of the Issuer's financial standing
As of the date of this Prospectus, the Issuer certifies that there have been no material adverse
changes to its financial standing or to its future prospects subsequent to its last published audited
financial statements.
14
9.
THIRD PARTY INFORMATION AND STATEMENT BY EXPERTS AND DECLARATIONS
OF ANY INTEREST
9.1.
Statements and reports by experts
No statement or report was issued by experts for the purposes of drafting Part One - Registration
Document.
9.2.
Third party information
Part One - Registration Document does not contain third party information.
15
10.
DOCUMENTS ACCESSIBLE TO THE PUBLIC
As long as the Series B Notes are listed on the Irish Stock Exchange, copies of the following documents will
be available in physical form for inspection free of charge during usual office hours on any Business Day
(excluding public holidays) at the registered office of the Issuer:
-
the Loan Assignment Contract;
-
The Mortgage Loan agreement (including the loan amortisation scheme);
-
the Servicer Contract;
-
the Corporate Services Agreement;
-
the Cash and Payment Management Agreement;
-
the Intercreditor Agreement;
-
the Interest Rate Swap Contract;
-
the Pledge Contract;
-
the Deed of Charge;
-
the Scheduled Amortisation Profile of the Series B Notes, updated from time to time as
needed;
-
every other agreement that may have been executed by the Issuer in proximity to the Issue
Date for the successful outcome of the securitisation;
-
any public communication or document arranged by the Rating Agency in relation to the
Series A Notes;
-
the memorandum of association and articles of association of the Issuer;
-
the financial statements for the financial year ended as at 31 December 2010;
-
the financial statements for the financial year ended as at 31 December 2009;
-
Reconta Ernst & Young S.p.A.'s audit opinion for the year 2010;
-
Reconta Ernst & Young S.p.A.'s audit opinion for the year 2009;
-
the market value analysis of the Real Estate Assets arranged by REAG as at 31 July 2009;
-
the rental market analysis of Real Estate Assets arranged by REAG as at 31 July 2009; and
-
the appraisal report pursuant to section 2343, paragraph 1, of the Italian civil code
concerning the valuation of the going concern of MPS Immobiliare S.p.A. subject to
contribution in favor of the Consortium, arranged by PricewaterhouseCoopers S.p.A. on 2327 July 2009.
16
The Prospectus will be published on the websites of, respectively, the Irish Stock Exchange (www.ise.ie) as
long as the Series B Notes are listed on the Irish Stock Exchange, and the Central Bank (www.centralbank.ie)
for one year only.
Any references to websites and website addresses (and the contents thereof) do not form part of this
Prospectus.
17
PART TWO – SECURITIES NOTE
18
PRELIMINARY WARNING
The rights arising from the Series B Notes are regulated by the Terms and Conditions of the Notes,
which are attached to this Prospectus as Annex 1. Investors are invited to carefully examine the
provisions of such terms and conditions.
1.
PERSONS RESPONSIBLE
Casaforte S.r.l., with registered office in via Eleonora Duse 53, Rome, legally represented by the sole
director, Mr. Marc Bruno Zanelli, vested with the necessary powers, assumes the responsibility for
the information contained in Part Two – Securities Note of this Prospectus with the exception of the
information for which Banca Monte dei Paschi di Siena S.p.A. and/or Perimetro Gestione Proprietà
Immobiliari S.c.p.A. assume their respective responsibility.
Banca Monte dei Paschi di Siena S.p.A., with registered office in Piazza Salimbeni 3, Siena, Italy
legally represented by the Chairman of the Board of Directors, Mr. Giuseppe Mussari, vested with the
necessary powers, assumes the responsibility for the information contained in paragraph 9.2.3
(Description of the Loan Agreement) jointly with Perimetro Gestione Proprietà Immobiliari S.c.p.A.,
9.2.4 (Significant collateral representations and warranties provided to the Issuer in relation the
securitised assets), 9.2.9 (The Real Estate Assets) 9.2.10 (Determination of the ERV and passing
rent), 9.2.11 (OMV), 9.2.12 (Structural costs relative to the Real Estate Assets), 10.3.2 (Originator),
10.6 (Name, address and significant activities of the parties from which the securitised assets
originate) of Part Two – Securities Note of this Prospectus.
Perimetro Gestione Proprietà Immobiliari S.c.p.A., with registered office in via Garibaldi 60, Siena,
Italy legally represented by the Executive Director, Mrs. Mara Elettra Balboni, assumes responsibility
for the information contained in Part Two - Securities Note of this Prospectus with regards to what is
reported in paragraphs 9.2.2.1 (Description of the Consortium as debtor pursuant to the Mortgage
Loan Agreement) and 9.2.3 (Description of the Loan Agreement) of Part Two – Securities Note of
this Prospectus jointly with Banca MPS.
1.1.
Declaration of Responsibility
Please refer to Paragraph 1.2 of Part One – Registration Document of this Prospectus.
19
2.
RISK FACTORS
2.1.
General Warnings
Before making any investment decision with regard to the Series B Notes, the investors are invited
to carefully read this Prospectus. The investors should in particular consider that the investment in
the Series B Notes implies general and specific risks, including certain risks relative to the Issuer,
described in Part One – Registration Document of this Prospectus, and others risks relative to the
Series B Notes described further on. The investors are also invited to evaluate the specific risk
factors relative to Perimetro Gestione Proprietà Immobiliari S.C.p.A., as the Debtor of the Loan
subject to securitisation, and also to Banca Monte dei Paschi di Siena S.p.A. and to the other
companies of the banking group which it heads, as debtors of the Rents assigned by way of security
in favor of the Issuer.
It's necessary that the investor performs a transaction involving the Series B Notes only after
having understood the nature and exposure to the risks which it entails.
The investor must consider that the Series B Notes present risk/yield profiles whose evaluation
requires special skill. It's important that the investor carefully assesses whether the Series B Notes
are an investment compatible with his/her particular capital, financial and economic position.
2.2.
Potential conflicts of interest between the parties participating in the transaction concentration of roles by Banca MPS and other companies of the same group
Within the purview of the Securitisation and the corporate and financial transactions that caused
the incorporation of the Consortium, Banca MPS and other companies of the MPS bank group
have played and still play a large number of roles which result in a concentration of the credit risk
of the holders of Series B Notes and could in the future result in instances of conflict of interests.
2.2.1.
Risks deriving from the concentration of the credit risk with just one debtor pool
Even though neither Banca MPS nor the other companies of the MPS bank group have granted any
security interest with respect to the Notes and to the Issuer’s obligations toward its creditors, the
latter's ability to meet its payment commitments with the Noteholders depends in the first place
on the solvency of Banca MPS and of the other companies of the group which lease the Real Estate
Assets. In fact the Rents paid by Banca MPS and by the other companies of the MPS bank group
are the primary source of income for the Consortium, i.e. the principal debtor of the Mortgage
Loan securitised by the issuing of the Notes. The default in payment of the Rents on the part of
Banca MPS and/or of the other companies of the MPS bank group would not allow the Consortium
to duly fulfill its respective payment obligations pursuant to the Loan Agreement in favor of the
Issuer and, indirectly, for the latter to duly fulfill its the respective payment obligations in favor of
the Noteholders.
Furthermore, Banca MPS and other companies of the MPS bank group are shareholders of the
Consortium with a total stake equal to approximately 7.9% of the class A shares: (with voting
rights) and to the totality of the class B shares without voting rights. As shareholders of the
Consortium, Banca MPS and the other companies of the MPS bank group which lease the property
may be called to make contributions and other payments in favor of the Consortium in order to
ensure its proper management by covering the costs and expenses, also pursuant to section 2615ter, paragraph 2, of the Italian Civil Code.
20
Finally, Banca MPS is also a creditor of the Consortium, having executed an inflation-linked loan
agreement with the latter with a countervalue in capital of €1,000,000.00 (one billion/00), as well
as debtor of the Consortium pursuant to a deposit agreement of a corresponding amount executed
in order to neutralise the risk of fluctuation of the inflation-linked rental component.
2.2.2.
Risks deriving from the concentration of the counterparty risk in Banca MPS
In addition to the investment, debtor and creditor relationships pursuant to the previous
paragraph 2.2.1 (Risks deriving from the concentration of credit risk with just one debtor pool),
Banca MPS plays a large number of technical roles within the purview of the Securitisation. In
particular:
(i)
Banca MPS acted as the Originator, being the bank which granted and subsequently
assigned the Mortgage Loan, the Receivables of which are subject to the Securitisation, to the
Issuer; in this capacity, Banca MPS made certain representations and warranties with respect to
the receivables assigned and to the security interests which back them in favor of the Issuer;
(ii)
Banca MPS also acts as the agent bank pursuant to the Mortgage Loan Agreement and the
Servicer contract, pursuant to and for the purposes of section 2, paragraph 3, letter c) of the Italian
law no. 130 dated 30 April 1999;
(iii)
Banca MPS acts as Cash Manager and Account Bank for the management of the Issuer's
current accounts and cash;
(iv)
finally, Banca MPS acts as Interest Rate Swap Counterparty, providing the Issuer with a
hedging against the risk of interest-rate fluctuation.
Lastly, it is noted that MPS Capital Services, a company belonging to the MPS bank group, acted as
Placement Agent and Arranger in relation to the Series B Notes. Additionally MPS Capital Services
funded the purchase by Stichting Perimetro of the Issuer's entire share stock through the granting
of a non-interest bearing loan (see Section 7 (Issuer’s Quotaholder) of Part One – Registration
Document).
In consideration of the various roles played by Banca MPS in the context of the Securitisation, the
unexpected occurrence of an insolvency event with respect to Banca MPS would make it necessary
for the Issuer to simultaneously replace a large number of technical counterparties of the
Securitisation, including firstly, the Interest Rate Swap Counterparty (remaining exposed, from
the moment of Banca MPS's insolvency and until the substitution has been consummated, to the
risk of mismatching between the fixed interest rate of the Mortgage Loan and the floating-rate
interest owed on the Series A Notes starting as of 30 June 2012).
2.2.3.
Risks relative to the management of the Portfolio of Receivables
The Receivables and the other rights included in the Portfolio of Receivables subject to
Securitisation will be collected by Banca MPS as Servicer, who acts in the name and on behalf of
the Issuer pursuant to the Servicer Contract, with the obligation to provide a report of its actions in
favor of the Issuer. The cash flow deriving from the Portfolio of Receivables may be subject to the
decisions, to the actions or to the collection procedures adopted by the Servicer. In order to
mitigate the risk that, in case of insolvency by Banca MPS, the Issuer finds itself in legal action as
an unsecured creditor with the other creditors of the Servicer for the sums which the latter
collected for and on behalf of the Issuer, the Servicer Contract provides that the sums collected
directly by the Servicer on behalf of the Issuer are accredited on accounts held in the name of the
Issuer (in particular on the Collections Account or, as the case may be, on the Extraordinary
21
Collections Account) within one workday immediately after collection.
Furthermore, in case of insolvency of the Servicer or its default to the obligations undertaken
pursuant to the Servicer Contract, the Issuer will have the option to unilaterally replace Banca
MPS with a third-party Servicer, also in order to prevent since the beginning any hypothesis of
conflict in the event of enforcement of security interests backing the Mortgage Loan.
2.3.
Risks relative to the Debtor – dependency of the Consortium on the Rents paid by
the tenants and the contributions due from the partners of the Consortium
The primary source of income for the Consortium, the Debtor of the securitized Mortgage Loan, is
represented by the income deriving from the lease agreements executed with the partners of the
Consortium, and also by the BMPS Commitment. In case of default, the Consortium's ability to in
turn discharge the pecuniary obligations undertaken vis-à-vis the Issuer pursuant to the Loan
Agreement will depend mainly on the Consortium's ability to compel the satisfaction of its rights,
or also to obtain the release of the assets included among the Real Estate Assets and lease out said
rented assets to other parties under favorable terms. The same risk exists in the event the Tenants,
availing themselves of the privilege established by section 27, paragraph 8, of the Italian law no.
392 dated 27 July 1978 (Leasing of urban property assets), withdraw from the lease agreements
due to serious reasons.
Furthermore, being syndicated in nature and performing its activity according to mutual criteria
and not profit-making criteria predominantly in favor of its partners, the Consortium could find
itself needing to request to its partners the payment of contributions pursuant to section 2615-ter,
paragraph 2, of the Italian Civil Code.
Finally, the Consortium executed an index-linked loan agreement and a corresponding deposit
agreement with Banca MPS seeking to neutralise the risk of fluctuation in the inflation-linked
rental component.
Consequentially, the Consortium's solvency and financial standing are closely related to the
solvency and to the timely discharge of payment obligations undertaken in its favor by Banca MPS
and other companies of the MPS bank group.
Each of these risks relative to the Consortium, should they actually occur, could cause a delay in
the repayment of the Loan on the part of the Consortium with respect to the envisaged progressive
amortisation and, as a result, a delay by the Issuer in the repayment of the principal of the Series B
Notes according to the Scheduled Amortisation Profile. In these cases, the Issuer and Banca MPS
will take action to promptly notify the market and the Noteholders through the publication of a
notice on the Placement Agent's website and Banca MPS's website (and also according to the
additional forms possibly indicated by the Representative of the Noteholders in order to ensure
proper publicity and dissemination of said notice).
2.4.
Absence of updated independent assessments on the Real Estate Assets
Further to the assessment arranged by REAG as at 31 July 2009, the Issuer did not conducted
further analysis or investigations aimed at ascertaining the value of the Real Estate Assets.
Nevertheless, MPS Immobiliare stated certain representations and warranties in favor of the
Consortium concomitantly with the contribution of the Real Estate Assets through the execution of
the Ancillary Agreement; any receivables deriving from this Ancillary Agreement have been
assigned as security interest for the Mortgage Loan Agreement on the part of the Consortium, and
as a result they have been transferred in favor of the Issuer as an integral part of the securitized
22
Portfolio of Receivables.
2.5.
Revocation of payments
Pursuant to section 4, paragraph 3, of the Italian Securitization Law, the payments made by the
Debtor in relation to the Receivables in favor of the Issuer are not subject to revocation according
to section 67 of the Italian bankruptcy law in the event that the Consortium is subject to
bankruptcy proceeding. Nevertheless, in case of payments made by the Debtor in relation to the
Receivables as prepayment of the Loan (that is to say before the date originally executed for the
repayment of the Receivables), said payments (all assumptions being met) could nevertheless be
declared ineffective pursuant to section 65 of the Italian bankruptcy law, the special exemption
regime whereof the Securitization Law not being applicable. It should nevertheless be specified
that the cases of prepayment of the Loan are restricted and limited to the sale of the mortgaged
property assets included in the Real Estate Assets and to the cases of voluntary and obligatory
prepayment pursuant to section 6 of the Loan Agreement, since it has been established a gradual
repayment of the Loan according to a pre-established amortisation plan.
2.6.
Risks relative to the Notes
2.6.1.
Limited collectability of the Series B Notes and subordination with respect to the
principal of the Series A Notes and the senior costs of the Securitisation
Nature of the Series B Notes
The Series B Notes are debt securities issued against securitised receivables pursuant to and for
the purposes of the sections 1 and 5 of the Italian Securitization Law.
Parties obliged to repay the Series B Notes
The Notes are debt securities only of the Issuer, limited to the availability of the sums received or
recovered in relation to the Receivables, to the Real Estate Assets subject to mortgage and to the
Issuer's other rights pursuant to the security interests that concern the securitised Receivables and
the other Securitization Documents. However, the Series B Notes are neither debt securities of nor
a source of responsibility for Banca MPS, the debtor Consortium, nor of or for any other party of
the Securitization Documents.
Limited collectability of the Series B Notes
By subscribing the Notes, the Noteholders accept that, should the Issuer's available funds deriving
from the securitised assets, even subsequent to enforcement of the security interests which back
them, be insufficient to fully repay the principal and interests and also any other amount owed to
them, they may not file any additional claim pertaining to the amounts not paid.
Subordination of the Series B Notes to the principal of the Series A Notes and to certain costs
associated with the Securitisation
The Series B Notes are junior notes with respect to the repayment of the principal of the Series A
Notes, according to the Priority of the Payments each time applicable.
Likewise, the Noteholders accept that their credit obligations vis-à-vis the Issuer are subordinate
with respect to the credit obligations of certain other creditors of the Issuer with respect to costs or
transactions that have arisen in the context of the Securitisation according to the Priority of
Payment each time applicable (for further details regarding the Priority of Payment see section 6
of the Terms and Conditions of the Notes attached to this Prospectus as Annex 1.). However,
23
according to the Issuer's forecasts, the cash flow deriving from the Portfolio of Receivables are and
will be sufficient each time to cover said costs. Furthermore, the Issuer created an Expense Fund
in the amount of Euro 100,000 in order to cope with cash shortfalls for the payment of transaction
costs, which, if used, must be replenished on each Interest Payment Date
2.6.2.
Risk deriving from prepayment of the Series B Notes
The Terms and Conditions of the Notes establish the continuous repayment of the Series B Notes
as a function of the proceeds collected for the repayment of the Mortgage Loan. Therefore, in the
event of voluntary prepayment of the entire Mortgage Loan on the part of the Consortium acting
as Debtor (for example in case of refinancing at one of the pre-established dates), the Series B
Notes will be in turn subject to prepayment with respect to the Scheduled Amortisation Profile (as
fully reported in the Terms and Conditions of the Notes attached to this Prospectus as Annex 1).
Consequentially, the Series B Notes embody, indirectly, the typical risk of a prepayment option
exercisable by Debtor (and as a consequence by the Issuer).
There is no guarantee that, in case of prepayment, the situation of the financial market is such as
to allow the investor to reinvest the sums collected as a result of the prepayment of the Series B
Notes at a yield equal to at least the one of the prepaid Series B Notes.
Furthermore, should the Notes be repaid in advance - in whole or in part - within eighteen months
from the Issue Date, the Issuer will be obliged to pay an amount equal to 20% of the interests,
premiums, and other returns accrued up until the time of the prepayment, pursuant to section 26
of the Decree of the President of the Republic no. 600/73. For the sake of clarity, note that the
prepayment of the Series B Notes within the first eighteen months from the Issue Date (and the
resulting supplemental withdrawal of the 20% on the interests, premiums and other returns
accrued up until time of the prepayment) may take place only on the occurrence of a default by the
Issuer that can be qualified as an “Enforcement Event” pursuant to the Terms and Conditions of
the Notes. In fact, the Terms and Conditions of the Notes do not provide for any additional cases
in which the principal of the Series B Notes may be repaid, not even in part, before 18 months have
elapsed from the Issue Date. Finally, for the sake of completeness, it should be pointed out that
where a Tax Allowance pertaining to the amounts due in relation to the Series B Notes is imposed,
neither Issuer nor any other party will be obliged to indemnify the Noteholders.
2.6.3.
Risks relative to the sale of the Series B Notes before the maturity date
In the event that the investor wishes to sell the Series B Note before their natural maturity, the sale
price will be influenced by various elements, including:
-
a change in the market value of the Portfolio of Receivables subject to Securitisation;
-
the volatility of interest rates;
-
the characteristics of the market in which the Series B Notes will be traded (Liquidity
Risk); and
-
the losses in the value of the Series B Notes if management and guarantee fees as well as
placement fees are established.
The abovementioned elements may result in a reduction of the price of the Series B Notes even
below their par value and it is emphasized that the combination of said elements could cause, as a
result of the offsetting of the relevant effects generated, an overall effect on the value of the Series
B Notes different from the effects expected for each individual element.
24
As a consequence, should the investors decide to sell the Series B Notes before the Final Maturity
Date, the market value of the Series B Notes could be lower, even significantly, than the
subscription price or the purchase price of the Series B Notes (or the amount initially invested)
and therefore the actual yield of the investment could also be significantly different or lower than
the actual yield hypothesized at the time of the subscription or purchase assuming that investment
would be held until maturity. However, these facts do not influence the repayment value which is
still equal to 100% of the par value.
2.6.4.
Risk that the Series B Notes are incompatible for comparison with other types of
securities
The Series B Notes are asset backed debt securities and therefore have a risk level different from
risk-free notes (i.e. notes which offers a risk-free yield such as, for example, government bonds,
whose returns are in general considered free of risk of debtor default). The comparison with these
notes might therefore be not compatible.
2.6.5.
Limits to individual actions and role of the Representative of the Noteholders
The Series B Notes are fractions of a unitary loan and, similarly to what takes place for bonds, all
the holders are contracting parties in a trade organization vested with specific powers and whose
decisions are binding for all its members. This organization operates through two bodies: the
Noteholders' meeting and the Representative of the Noteholders. The noteholders’ meeting, which
resolves according to procedures and with the majority established in the issuance regulation, has
exclusive jurisdiction, among other things, on the appointment and revocation of the
Representative of the Noteholders, and also on further matters of primary interest for the
Noteholders, therein including, as an example, the decisions inherent to any amendments to the
issuance regulation of the Notes or the issuing of the authorisations requested by the Issuer in
order to derogate to the commitments undertaken by the latter pursuant to the mentioned
issuance regulation.
Vice versa, pursuant to the Terms and Conditions of the Notes, the Representative of the
Noteholders shall have the power to consent to – for and on behalf of the Noteholders amendments, derogations or waivers relative to the Terms and Conditions of the Notes, to the
Securitisation Documents or to the Consortium and Loan Documents (within the limits to which
for such purposes the Issuer's consent is required in its capacity as Lender) without needing to
convene a special Noteholders' meeting, provided that said amendments, derogations or waivers:
(a)
are formal in nature or have the purpose of remedying a material mistake; or also
(b)
according to the reasonable opinion of the Representative of the Noteholders, they do not
substantially prejudice the interest of the Noteholders (or simply of the series of Notes to which
such amendments or waivers refer).
More generally, the pro tempore Representative of the Noteholders is charged with protecting and
coordinating the common interest of the Noteholders and of the other parties of the transaction
vis-à-vis the Issuer, also with consequential limitations to the individual exercise of the rights
incorporated in the Notes.
Any individual actions promoted by the Noteholders to protect their respective rights and interest
must first be communicated to the Representative of the Noteholders. Moreover, the Noteholders
may not engage in any individual action should such action be incompatible with the resolutions of
the Noteholders’ meeting or with the provisions of the Intercreditor Agreement, or in relation to
matters expressly reserved to the jurisdiction of the Noteholders' meeting or of the Representative
25
of the Noteholders.
As of the date of this Prospectus and starting from the issuance of the Series B Notes, the
Representative of the Noteholders is KPMG Fides Servizi di Amministrazione S.p.A. ("KPMG"),
with registered office in via Vittor Pisani, 27, 20124 Milan. KPMG is a highly qualified corporation
that professionally and habitually represents holders of notes issued within the purview of
securitisation transactions. The Issuer appointed KPMG as the Representative of the Noteholders
pursuant to the Intercreditor Agreement, also in the interest of the Noteholders. The purchase of
the Notes entails the acceptance of KPMG's appointment by the Noteholders, it being understood
that, pursuant to the issuance regulation, the latter have at any time the power to revoke and
replace the Representative of the Noteholders designated by the Issuer through a specific
resolution of the Noteholders’ meeting according to the procedure and with the majorities
established in such regulation.
Finally it is mentioned that the purchase of the Notes entails the acceptance of the Intercreditor
Agreement executed between the Issuer and all the securitisation counterparties for the successful
outcome of the transaction. In fact, following the adherence of the Representative of the
Noteholders to such agreement, the actions thereof will also be binding for the Noteholders. This
agreement establishes reciprocal limitations to the individual exercise of the rights of each of the
Issuer's creditors pursuant to the Notes and the other Securitization Documents, therein including
the Noteholders, for the purpose of coordinating and preserving their common interests.
2.6.6.
Risk of change of the Scheduled Amortisation Profile
The Series B Notes establish a gradual repayment of the principal amount from the date of 31
December 2030 until 31 July 2033 according to a pre-arranged amortisation plan (the
“Scheduled Amortisation Profile”). The Scheduled Amortisation Profile establishes the
satisfaction of the holders of the Series B Notes exclusively through the timely collection of the
Rents which allow the continuous repayment of the Loan, in the absence of authorised disposals of
the property assets subject to the Mortgage. This plan may however be subject to change in
proportion to the proceeds actually collected through the securitised Receivables. In particular, the
shortfalls in proceeds collected through the securitised Receivables with respect to those
anticipated for a specific date during the life of the Series B Notes could result in a lengthening of
the Scheduled Amortisation Profile, whereas the receipt of more proceeds (for example, as a result
of a Prepayment of the securitised Loan following an Authorised Disposal of the property assets
subject to the Mortgage) could result in an acceleration of the aforementioned amortisation plan.
In consideration of the above, the investor must to keep in mind that its investment in Series B
Notes could have, as a consequence of the simultaneous occurrence of certain circumstances, a
duration different than the one originally established according to the Scheduled Amortisation
Profile. For more information with regard to the Scheduled Amortisation Profile of the Series B
Notes, please refer to Paragraph 8.2 of the Terms and Conditions of the Notes attached to this
Prospectus as Annex 1.
2.6.7.
Risk associated with the change of the tax treatment relative to the Series B Notes
The Substitute Tax on income in the amount of 12.50% is applicable, the requirements of the law
having been met, to the interest, premiums and other proceeds deriving from the Notes.
It is not possible to anticipate if such tax treatment will be subject to change during the life of the
Series B Notes nor it is possible to rule out that, in case of change, the aforementioned values
might diverge, even appreciably, from those that will actually be applicable to the Series B Notes in
26
correspondence with each Payment Date for the corresponding interest.
The revenues arising from the Series B Notes are subject to the tax treatment from time to time in
force. The investor could be harmed by a prospective aggravation of the tax treatment caused by an
increase in the currently existing taxes or by the introduction of new taxes, that would decrease the
actual net yield of the Series B Notes.
Present and future taxes and fees, which by law burden the Series B Notes and/or the relevant
interest, premiums and other returns are incumbent upon the relevant Noteholders.
Consequentially, if subsequent to modifications of the tax treatment it becomes necessary to
withhold taxes, the investors will receive an amount lower than the one expected. The Issuer is
unable to foresee if changes will be introduced to the tax treatment and to what degree they will
have an impact on the Series B Notes.
27
3.
KEY INFORMATION
3.1.
Interests of natural and juridical persons which participated in the issuance and
placement of the Series B Notes
The parties in various capacities involved in the issuance and in the placement of the Series B Notes,
as well as in the corporate and financial transactions which caused the incorporation of the
Consortium, have interests in the transaction potentially in conflict with the interests of the investor.
This conflict may arise in some cases following the fact that certain parties involved in the
transaction belong to the same group.
In particular, the investor is invited to take into account the following factors which may constitute
conflicts of interest:
(i)
Banca MPS and other companies belonging to the MPS Group are involved in the
Securitisation in a large number of roles. In particular, Banca MPS assigned the Receivables
(as described in the following paragraph 4.7 (Description of the rights, including any
limitation thereof, associated with the Series B Notes and their exercise) here in Part Two Securities Note) to the Issuer, performs the collection and recovery actions for the amounts
due in relation to the Receivables in its capacity as Servicer, and furthermore provides some
cash services in favor of the Issuer both in its capacity as Account Bank and in its capacity as
Cash Manager. Banca MPS also intervenes within the purview of the Securitisation as
Interest Rate Swap Counterparty, having committed itself to hedge the Issuer against certain
financial risks relative to the payment of the interests accrued on the Notes. Banca MPS and
other companies of the relevant bank group finally are part of the Consortium's shareholder
structure, with an interest on the whole equal to approximately 7.9% of the share capital with
voting rights. These companies of the MPS Group are also the tenants of the properties
included in the Real Estate Assets, and Banca MPS according to the MPS Commitment is
also jointly and severally liable for the payment obligations undertaken by these companies
as Tenants;
(ii)
the Receivables assigned to the Issuer derive from a Mortgage Loan granted on 7 July 2009
by Banca MPS in favor of MPS Immobiliare S.p.A., a company of the MPS Group, according
to a loan agreement executed on 3 July 2009 and later amended concomitantly with the
Execution Date (the “Loan Agreement”). Pursuant to the contribution of assets composing
a going concern performed by MPS Immobiliare S.p.A. through a deed dated 31 July 2009,
the Loan Agreement and the obligations deriving therefrom were assigned as part of the
going concern to Perimetro Gestione Proprietà Immobiliari S.c.p.A.;
(iii)
MPS Capital Services Banca per le Imprese S.p.A., a MPS Group company, acted as
Placement Agent in relation to the Series B Notes (earning a management and guarantee fee
for this activity). MPS Capital Services moreover funded the purchase of the Issuer's entire
share stock by Stichting Perimetro through the granting of a non-interest bearing loan (see
Section 7 (Issuer’s Quotaholder) of Part One – Registration Document).
The above-mentioned circumstances could generate situations with conflicts of interest.
For further information about the potential conflicts of interest relative to the other parties
participating in the Securitisation, refer to the previous paragraph 2.2 (Potential conflicts of interest
between the parties participating in the transaction - concentration of roles by Banca MPS and
other companies of the same group) here in Part Two – Securities Note.
28
4.
INFORMATION CONCERNING THE NOTES TO BE ADMITTED TO TRADING
4.1.
Total amount of securities being admitted to trading
520 Series B Notes with nominal value of €250,000 (or successive multiples of €1,000 each) have
been issued and admitted to trading.
4.2.
Description of the Series B Notes
The Series B Notes which are the object of this Prospectus are asset-backed financial instruments
issued pursuant to section 5 of the Italian Securitisation Law.
The Series B Notes have been issued on 22 December 2010 with the following denomination: “Euro
130,000,000 Series B Asset Backed Fixed Rate Notes with Incremental Principal up to Euro
235,000,000 due 30 June 2040”.
Concomitantly with the 520 Series B Notes with nominal value of €250,000 or successive multiples
of €1,000 each (it therefore being understood that transfers and/or subdivisions of the Series B
Notes for units of amounts less than €250,000 are not allowed), the Issuer also issued the Series A
Notes and the Series Z Notes. Series B Notes and Series Z Notes are subordinate, with respect to the
principal repayment and within the limits established by the Terms and Conditions of the Notes, to
the Series A Notes, it being understood that, before the occurrence of an Enforcement Event, the
interest payments on the Series B Notes have priority with respect to the principal repayment of the
Series A Notes.
Only the Series A Notes were subject to public offering pursuant to and for the purposes of the
provisions of section 94 and the following sections of the Italian Financial Consolidation Act and the
relevant enforcement measures, as subsequently supplemented and amended. The Series B Notes
and the Series Z Notes were not subject to public offering and were offered exclusively to
professional and/or qualified investors.
The Series B Notes have been issued at par value (the "Issue Price") and will be repaid at par value.
The Series B Notes were assigned ISIN code IT0004644644.
4.3.
Legislation based on which the Series B Notes have been created
Italian law.
4.4.
Rules governing the circulation of the Series B Notes
The Series B Notes are issued in dematerialized form and are centralized at Monte Titoli S.p.A.
through authorised intermediaries, in accordance with the provisions of section 83-bis and following
sections of the Legislative Decree No. 58 of 24 February 1998 (the “Consolidated Financial Act”)
and the relevant implementary measures, as supplemented or amended from time to time.
The holders of the Series B Notes may not request the issuing of any document representative of the
Series B Notes.
4.5.
Issue currency of the Series B Notes
29
The issue currency of the Series B Notes is Euro.
4.6.
Rating of the Series B Notes
The Series B Notes have not be assigned a credit rating.
4.7.
Description of the rights, including any limitation thereof, associated with the Series
B Notes and their exercise
The Notes are not subject to section 2410 and the following sections of the Italian Civil Code
concerning bonds. The payment obligations undertaken by the Issuer vis-à-vis each Noteholder is a
limited recourse debenture, depending in terms of risk on the possible insufficiency of funds, coming
from the recoveries and from the proceeds on the assets assigned to the Issuer, to pay the interests
and to repay the principal. The payment obligations relative to the Series B Notes can be satisfied
only through the proceeds collected or in any case recovered in relation to the portfolio of monetary
receivables by way of principal, interests and other appurtenances (respectively, the “Portfolio of
Receivables” and the "Receivables") – deriving from an Mortgage Loan (the "Loan") granted on
7 July 2009 by Banca MPS to MPS Immobiliare S.p.A. (“MPS Immobiliare”) and subsequently
assigned, following the contribution of assets representing a going concern by MPS Immobiliare
effective as of 31 July 2009 (the “Contribution”) to Perimetro Gestione Proprietà Immobiliari
S.c.p.A. (the "Debtor" or the “Consortium”) through a contract executed on 3 July 2009,
notarized by the public Notary Mario Zanchi (repertory no. 27905, collection no. 12266), as later
amended concomitantly with the Execution Date (the “Loan Agreement”) – assigned to the Issuer,
together with all the security interests and the other rights, actions, powers and appurtenances
thereto.
The rights deriving from the Series B Notes, including the repayment of the principal amount and the
payment of the interests on each Payment Date, as well as the relevant order of payments, are
governed by the Terms and Conditions of the Notes (please refer to Annex 1 to this Prospectus).
Specific functions to protect the interests of the Noteholders are performed by the representative of
the Noteholders (the “Representative of the Noteholders”) which is also appointed to exercise
the rights vested with the Noteholders. Pursuant to the Terms and Conditions of the Notes and the
Intercreditor Agreement, the Noteholders cannot undertake any individual action if such action is
incompatible with the resolutions of the Noteholders' meeting or with the provisions established by
the Intercreditor Agreement, or if regards matters reserved expressly to the jurisdiction of the
Noteholders's meeting or the Representative of the Noteholders.
For further details concerning the functions performed by the Representative of the Noteholders and
the Noteholders' organization, refer to paragraph 4.11 (Representative of the Noteholders and
Noteholders' organization ) here in Part Two – Securities Note.
4.8.
The nominal interest rate and the instructions relative to the interest and to the
premiums to be paid in relation to the Series B Notes
Please refer to the information reported in Paragraph 7 of the Terms and Conditions of the Notes
attached to this Prospectus as Annex 1.
In addition, it has to be taken into consideration that, according to the Italian law, the time limit on
the validity of claims is 5 years with respect to the payment of interests and 10 years with respect to
the repayment of principal, from the date on which they are due.
30
4.9.
Maturity date, amortisation method and repayment of the Series B Notes
Please refer to Paragraph 8 of the Terms and Conditions of the Notes attached to this Prospectus as
Annex 1.
4.10.
Indication of yield and priority of payments and repayment
With respect to the Series B Notes, the interest rate for each Interest Period is:
(a)
(b)
until the Payment Date on which the Series A Notes are fully repaid (inclusive)
i.
for a portion corresponding only to the Initial Nominal Value of the Series B Notes,
equal to 7.41% per year; and
ii.
for a portion corresponding only to the Actual Nominal Value of the Series B Notes,
equal to 2.94% per year;
starting from the Payment Date on which the Series A Notes are fully repaid (exclusive),
equal to 2.94% per year (calculated on the Actual Nominal Value of the Series B Notes).
With respect to the priority of payments of interests and repayment of principal, please refer to the
information reported in Paragraph 6 of the Terms and Conditions of the Notes attached to this
4.11.
Representative of the Noteholders and Noteholders’ organization
In proportion to each fraction held, the Noteholders are contracting parties in an organization
having the purpose of coordinating the exercise of their respective rights and protecting their
interest vis-à-vis the Issuer.
The Noteholders' rights and powers may be exercised only according to the provisions of section 13
(Organization of the Noteholders and amendments to the Terms and Conditions) of the Terms and
Conditions of the Notes (attached to this Prospectus as Annex 1).
Concomitantly with the issue of the Notes, the Issuer has appointed KPMG Fides Servizi di
Amministrazione S.p.A., with registered office in via Vittor Pisani, 27, 20124 Milan as the
Representative of the Noteholders.
Through the subscription or the subsequent purchase of the Notes, each holder accepts the
appointment of the Representative of the Noteholders as its legitimate representative (without
prejudice to the Noteholders' right to revoke and replace the Representative of the Noteholders so
appointed through a resolution of the Noteholders’ meeting according to the procedures and the
majority established by the Terms and Conditions of the Notes) and accepts to be bound by the
Securitisation Documents thereby executed for and on behalf of the Noteholders. The Noteholders
benefit of, are subject to and are deemed to know the provisions of the Securitisation Documents
applicable to them, including the Intercreditor Agreement.
The Representative of the Noteholders performs specific functions to protect their interests and is
commissioned to exercise the rights vested with the Noteholders and with the other Creditors of the
Issuer, according to the Terms and Conditions of the Notes and the Intercreditor Agreement.
The Representative of the Noteholders has the power to consent to amendments, derogations or
waivers relative to the Terms and Conditions of the Notes or to the Securitisation Documents for and
31
on behalf of the Noteholders without needing to convene a special Noteholders' meeting, provided
that they are formal in nature or are aimed at remedying a material mistake, or do not substantially
prejudice, according to the reasonable opinion of the Representative of the Noteholders, the interest
of the Noteholders (or simply of the series of Notes to which said amendments or waivers refer). No
modification, derogation or waiver may be granted whensoever the Rating Agency, if consulted by
the Representative of the Noteholders, has confirmed that said amendment, derogation or waiver
will have a negative impact on the rating of the Series A Notes; whenever instead the Rating Agency
has not expressed any opinion in regard thereto, the Representative of the Noteholders may act
according to its reasonable judgment.
The Representative of the Noteholders is also obliged to call the Noteholders’ meeting to resolve
upon requests having as their subject matter one of following matters (the “Reserved Matters”):
(i)
to authorise the Consortium to perform divestiture transactions on the Real Estate Assets
different from an Authorised Disposal, unless such transactions have a value less than
€500,000 on an individual basis and €1,000,000 on overall annual basis (in which case the
Representative of the Noteholders will have the option, though not the obligation, to call a
meeting of the Noteholders);
(ii)
to authorize the Consortium to agree upon an amendment, a waiver or a derogation to the
Lease Agreements which entails a reduction of the overall amount of the Rents or of the
ancillary pecuniary obligations undertaken by the Tenants, or also a deferment of their
payment;
(iii)
to authorize an amendment, a waiver or a derogation to the Loan Agreement or to the
contracts defining the Security Interests which entail a reduction of the Issuer's receivables
pursuant to the Loan Agreement, or also a deferral of their payment;
(iv)
to declare the occurrence of a default event causing termination of the agreement, withdrawal,
or loss of the benefit of the time-limit pursuant to the Loan Agreement and to levy execution
on the Security Interests (without prejudice to the Representative of the Noteholders' power to
implement emergency initiatives);
(v)
any other matters identified as Reserved Matters for the Noteholders' meeting.
The Representative of the Noteholders must execute the resolutions of the Noteholders' meeting and
protect the common interest of the latter in the transactions with the Issuer and with the Issuer's
other Creditors. It has the right to participate in the Issuer's shareholders' meeting. To protect the
common interest, it is vested to act as legal representative of the Noteholders in any proceedings,
including bankruptcy. The Representative of the Noteholders may be replaced by a resolution of the
Noteholders' meeting according to the provisions of the Terms and Conditions of the Notes.
4.12.
Authorisations
The Issuer resolved to issue the Notes on 15 September 2010.
4.13.
Issue Date of the Notes
The Issue Date of the Notes was 22 December 2010.
4.14.
Any restrictions to the unrestrained transferability of the Notes
32
The Notes are subject to the legitimacy and circulation regime whereof Consolidated Financial Act.
The Series A Notes, that were the subject of a public offering, are freely transferable.
The Series B Notes may be transferred only to professional and/or qualified investors.
4.15.
Brief description of the Series A Notes as senior notes, with respect to the repayment
of the principal, of the Series B Notes
Investors are invited to consider that, with respect the repayment of the principal amount, the Series B Notes
are junior notes of the Senior A Notes. A brief description of the Series A Notes is hereinbelow reported.
The rights deriving from the Notes, including the Series A Notes and the Series B Notes, are governed by the
Terms and Conditions of the Notes, which are attached as Annex 1 to this Prospectus. Investors are therefore
invited to carefully examine the provisions of such regulation.
Series A Notes
Below are the main characteristics of the Series A Notes.
Total Issued Amount
€1,536,640,000.00
Minimum amount
€1,000
Issue Price
100%
Fitch Rating
A – (A minus)
Issue Date
22 December 2010
Value Date
22 December 2010
Expected Maturity Date
According to the Scheduled Amortisation Profile (see the next item
“Repayment” with regard thereto), 31 December 2030, save for prepayment
(optional or also obligatory) or delayed payment of the Loan.
Final Maturity Date
30 June 2040
Repayment
The Series A Notes repay 100% of the nominal value through a gradual
amortisation at each Payment Date starting from 31 December 2014, in
proportion to the cash flows available to the Issuer from time to time from
the continuous repayment of the corresponding Loan on the part of the
Debtor, according to the Priority of Payment.
The Scheduled Amortisation Profile establishes the satisfaction of the
holders of Series A Notes exclusively through the timely receipt of the Rents
which allow the continuous repayment of the Loan, in the absence of
authorised disposals of the property subject to the Mortgage.
Since the Series A Notes are financial instruments with limited recourse, the
expected amortisation profile means only the repayment limit estimated in
good faith by the Issuer for each Payment Date; whenever the Issuer does
33
not have sufficient available funds on a Payment Date, the repayment may be
deferred even beyond the Expected Maturity Date, according to a new
amortisation profile (see Clause 8.3 (Modification of the Scheduled
Amortisation Profile) of the Terms and Conditions of the Notes on this
matter). It is moreover possible that the Series A Notes are subject to
prepayment with respect to the Expected Maturity Date, as specified below.
In any case, the Notes are repayable on the Final Maturity Date.
The table below shows the full Expected Amortisation Profile of the Series A
Notes (values rounded to the second decimal place).
Payment
Date
Reference Notional
Amount for Series A
Series A Repayment
30-Jun-11
1.536.640.000
-
31-Dec-11
1.536.640.000
-
30-Jun-12
1.536.640.000
-
31-Dec-12
1.536.640.000
-
30-Jun-13
1.536.640.000
-
31-Dec-13
1.536.640.000
-
30-Jun-14
1.536.640.000
-
31-Dec-14
1.536.640.000
334.983.312
30-Jun-15
1.201.656.688
37.675.309
31-Dec-15
1.163.981.379
37.733.173
30-Jun-16
1.126.248.206
37.782.741
31-Dec-16
1.088.465.466
37.842.937
30-Jun-17
1.050.622.529
37.895.089
31-Dec-17
1.012.727.439
37.957.730
30-Jun-18
974.769.709
38.012.578
38.077.779
31-Dec-18
936.757.132
30-Jun-19
898.679.353
38.135.443
31-Dec-19
860.543.910
38.203.327
30-Jun-20
822.340.583
38.263.932
31-Dec-20
784.076.651
38.334.626
30-Jun-21
745.742.025
38.398.301
31-Dec-21
707.343.724
38.471.938
30-Jun-22
668.871.785
38.538.819
31-Dec-22
630.332.966
38.615.539
30-Jun-23
591.717.427
38.685.771
31-Dec-23
553.031.656
38.765.720
30-Jun-24
514.265.936
38.839.448
31-Dec-24
475.426.488
38.922.778
30-Jun-25
436.503.710
39.000.161
31-Dec-25
397.503.549
39.087.032
30-Jun-26
358.416.517
39.168.232
39.258.810
31-Dec-26
319.248.285
30-Jun-27
279.989.475
39.343.997
31-Dec-27
240.645.479
39.438.457
30-Jun-28
201.207.022
39.527.809
31-Dec-28
161.679.213
39.626.334
30-Jun-29
122.052.879
39.720.038
31-Dec-29
82.332.841
39.822.818
30-Jun-30
42.510.022
39.921.069
34
31-Dec-30
2.588.954
2.588.954
30-Jun-31
-
-
31-Dec-31
-
-
30-Jun-32
-
-
31-Dec-32
-
-
31-Jul-33
-
-
Assuming the timely and full receipt on a semi-annual basis of the amount
owed to the Issuer by the Debtor, by the Tenants and by the others
counterparties pursuant to the Securitisation Documents, the Scheduled
Amortisation Profile shown above may be subject to deceleration only if new
and contingents costs chargeable to the Issuer arise in the future (in which
case the Scheduled Amortisation Profile will be subject to recalculation as
established by the Terms and Conditions of the Notes).
Prepayment
The Series A Notes may be subject to prepayment with respect to the
Expected Maturity Date, against (voluntary or also obligatory) prepayment
of the Mortgage Loan.
In particular, a portion of the Loan must be prepaid in correspondence with
each Authorised Disposal by the Debtor. The Debtor in fact has the option to
proceed with Authorised Disposals as of 31 December 2014, within the limit
of 5% per year (with respect to the overall value of property included in the
Real Estate Assets) and of 90% on a cumulative basis.
Furthermore, the Debtor has the right to prepay the entire Loan at certain
pre-established dates, and precisely on 31 December 2020, on 30 June 2021,
on 31 December 2023, on 30 June 2024, on 31 December 2026, on 30 June
2027, on 31 December 2029, on 30 June 2030, on 31 December 2032, and
finally on 31 July 2033. This Loan prepayment must nevertheless take place
for an amount sufficient to fully reimburse the Series A Notes and the Series
B Notes.
Interest
Dividend
rate
of
Dividend Payment Date
the
Fixed rate of 3.00% for the Payment Dates starting from 30 June 2011
(inclusive) and until 30 June 2012 (inclusive) and then a floating rate equal
to the 6-month Euribor + 1.05% for the Payment Dates starting from
December, 31 2012 (inclusive).
On 30 June and 31 December of each year. The first Payment Date falls on
30 June 2011.
For further information please refer to the information reported in
Paragraph 7 of the Terms and Conditions of the Notes attached to this
Calculation Conventions
Dividends are calculated based on 30/360 calculation and taking as
reference each Interest Period, or each of the periods starting on 1 July
(inclusive) and ending on 31 December (inclusive) of each year and starting
on 1 January (inclusive) and ending on 30 June (inclusive) of each year, it
being understood that:
(i) the first Interest Period started on the Issue Date (inclusive) and will end
35
on 30 June 2011 (inclusive);
(ii) with respect to the year 2033, the first of the two relevant interest periods
will start on 1 January 2033 (inclusive) and end on 31 July 2033 (inclusive);
and
(iii) with respect to the year 2039, the first of the two relevant interest
periods will start on 1 January 2039 (inclusive) and end on 31 July 2039
(inclusive).
Trading
markets
on
secondary
The Issuer will not trade the Series A Notes on multilateral trading systems
(MTF or Multilateral Trading Facilities).
Nevertheless the Series A Notes are assisted by a so-called equivalent issue
spread buyback service, according to which, for the entire life of the notes
and for the entire amount issued, their value will be calculated discounting
the future cash flows paid by the notes themselves at the benchmark rates
quoted on the market plus the spread determined at the time of the issue and
equal to 146.5 basis points (the so-called “equivalent issue spread”). As a
consequence of this service, the price of the Series A Notes will be insensitive
to the positive or negative variations of credit spreads of the Series A Notes
and in particular to any variations of the credit rating of the Issuer or of
Banca MPS (except for the case in which the Issuer, Banca MPS or MPS
Capital Services are insolvent).
This service allows for a general stability of the listing of the Series A Notes
in relation to which the subscriber, on one hand, cannot benefit from the
price increases that could occur, with conditions being equal, in case of any
improvements of the credit rating associated with the Notes with respect to
the one defined during the issue, whereas, on the other hand, it will not
endure a price decrease due to possible worsening of the creditworthiness
associated with the notes themselves.
The “equivalent issue spread” represents the increase applied to the market
rates in evaluating the Series A Notes when issued (and therefore,
essentially, in discounting the future cash flows paid by the Series A Notes)
so that the Issue price of the Notes themselves, including all the cost items,
are equal to 100%.
In particular MPS Capital Services – as Placement Agent – trades the Series
A Notes on the internalisation system (“SIS”) pursuant to section 1,
paragraph 5-ter, of the Consolidated Financial Act, according to the law
provisions applicable from time to time (therein including the official
interpretive criteria published by the supervisory authority), named "De@l
Done Trading" (“DDT”) where MPS Capital Services, as sole trader, sustains
the liquidity continuously providing buy and/sell offers whose prices is
regularly updated (according to the provisions established in the rules for
operation of the system itself).
It is specified that MPS Capital Services, a company belonging to the banking
group headed by Banca MPS, as well as the sole trader on the SIS DDT for
the Series A Notes acted as the Placement Agent for the Series A Notes,
36
therefore in a potential conflict of interest situation.
The execution of buy or sell orders on the SIS DDT takes place according to
the operating regulation of the SIS published on the website
www.mpscapitalservices.it.
The price of the buy and sell bids on the SIS DDT is from time to time
determined by MPS Capital Services by increasing (in case of purchase on
the part of the customer) by a margin up to a maximum of 0.50% or
decreasing (in case of sale by the customer) by a margin up to a maximum of
0.50% the value obtained from the sum of the current assessments of the
debt component and of the embedded derivatives component of the Series A
Notes.
37
5.
ADMISSION TO TRADING AND DEALING ARRANGEMENTS
5.1.
Trading on regulated markets
This Securities Note is aimed at the listing and admission to trading of the Series B Notes on the
Irish Stock Exchange. The Series B Notes are not listed on other regulated markets.
5.2.
Paying and depository agents
The payment of the dividends and the repayment of principal shall be performed through the
intermediaries participating in the Monte Titoli S.p.A. system. Monte Titoli S.p.A.’s registered office
is in Via Mantegna 6, 20154 Milano.
38
6.
EXPENSE OF THE ADMISSION TO TRADING
The total expenses related to admission to trading of the Series B Notes are estimated at € 10,000.
39
7.
ADDITIONAL INFORMATION
7.1.
Consultant mentioned in the Securities Note
Within the purview of the issue of the Notes Mediobanca – Banca di Credito Finanziario S.p.A. and
MPS Capital Services acted as arrangers (the "Arrangers").
MPS Capital Services within the purview of the Securitisation acted also as Placement Agent for the
Notes.
Mediobanca holds also a minority interests in the Consortium, equal to approximately 9.7% of the
shares with voting rights.
7.2.
The issuing of expert opinions
For the purpose of drafting this Part Two - Securities Note no opinion or report by experts was
issued with the exception of the assessment of the Real Estate Assets owned by the Debtor prepared
by REAG – Real Estate Advisory Group S.p.A. (“REAG”) as at 31 July 2009 (for further details
regarding this appraisal refer to subsequent paragraph 9.2.9 (The Real Estate Assets) here in Part
Two - Securities Note).
REAG’s registered office is in Viale Vittorio Veneto no. 4, 20124 Milan. REAG is a company that
offers professional and independent specialist consulting to the real estate sector and is part of the
American Appraisal group, a world leading financial valuation company, founded in Milwaukee in
1896. REAG has no material interest in the Issuer.
7.3.
Information originating from third parties
This Part Two - Securities Note does not contain information originating from third parties.
7.4.
Rating assigned to the Series B Notes and Series A Notes
The Series B Notes have not been assigned a credit rating.
The credit rating of the Series A Notes (which are senior notes of the Series B Notes with respect to
the repayment of the principal according to the Terms and Conditions of the Notes) was subject to
analysis and assessment - according to the provisions of section 2, paragraph 4, of the Italian
Securitisation Law concerning notes subject to securitisation transactions offered to nonprofessional investors - by Fitch Ratings Ltd., a rating agency operating in the international financial
markets and having the qualifications of professionalism and independence established by the
CONSOB resolution no. 12175 concerning the Rules bringing into effect section 2, paragraph 5, of the
Italian Securitisation Law.
According to the abovemntioned CONSOB resolution no. 12175, the credit rating of the Series A
Notes was subject to analysis by Fitch Ratings Ltd, with registered office in 101 Finsbury Pavement,
London EC2A 1RS, United Kingdom.
The Rating Agency granted the Series A Notes a rating in line with the rating of Banca MPS, i.e. A- (A
minus). For detailed information regarding the rating scale adopted by Fitch Rating refer to the
published document “Definitions of Ratings and Other Forms of Opinion” which can be consulted
40
on the internet site www.fitchratings.com.
Should said rating change, the Issuer and Banca MPS will provide timely information through the
publication of a notice on the website of the Placement Agent and of Banca MPS (as well as through
the further modalities indicated by the Representative of the Noteholders in order to ensure the
satisfactory divulgation and dissemination of said notice).
The rating agency rated the Series A Notes through examination of the legal and financial profiles;
this analysis was based on the expected cash flow and the assets used as security interests for the
payments of interest and for the repayment of the principal of the Notes, while also taking into
account commitments made by Banca MPS vis-à-vis the Consortium as debtor pursuant to the
BMPS Commitment. In particular, the connection between the rating of the Series A Notes and the
rating of Banca MPS (the so-called full credit-link) was determined to exist – though in the absence
of a direct guarantee with respect to the Series A Notes on the part of Banca MPS – mainly in light of
the payment obligations taken on within the purview of the transaction by Banca MPS and other
MPS Group companies, in various capacities and at various levels, either on the basis of a sole
liability (payment of the Rents and other amounts owed to the Consortium as tenant; payment of the
contributions and other amounts owed to the Consortium by the Consortium partners; payment of
the amounts due to the Issuer according to the Interest Rate Swap; payment of the amounts jointly
and severally owed to the Consortium pursuant to the Deposit Agreement) or on the basis of a jointly
liability (BMPS Commitment).
Until repayment of the Series A Notes, the rating agency will periodically monitor the developments
in the securitisation and, in particular, the trends in recoveries and collections.
41
8.
THE FINANCIAL INSTRUMENTS
8.1.
Total nominal value of the Series B Notes
The total nominal value of the Series B Notes is equal to €130,000,000 and is subject to increase up
to €235.000.000
8.2.
Sources of information regarding the financial instruments
This Part Two - Securities Note contains information also regarding subjects who did not participate
directly in the issue and admission to trading phases for the Series B Notes but – given that they are
contracting parties to the Securitization Documents - have contributed to the realisation of the
Securitisation. The information concerning such subjects contained in this document were reported
faithfully.
42
9.
THE UNDERLYING ASSETS
9.1.
Capacity of the securised assets to produce funds to service any payment due and
payable on the Notes
The source of the funds for the payment of interests and the repayment of principal in relation to the
Notes consists of the proceeds collected through the Portfolio of Receivables. The Portfolio of
Receivables includes the receivables arising for any reason from the Loan Agreement, together with
all the security interests and guarantees and all the other rights, actions, powers and appurtenances
to said receivables. In particular, the receivables included in the Portfolio of Receivables are secured,
inter alia, by the following security interests:
(i)
first lien mortgage granted to guarantee the Loan in favor of Banca MPS, in its capacity of
lending bank, in relation to the Real Estate Assets; and
(ii)
assignment by way of security of the Rents and the other sums due to the Debtor by the
Tenants according to the lease agreements relative to the Real Estate Assets, registered
according to and by effect of section 2918 of the Italian Civil Code. Following this
assignment, the tenants were given irrevocable instructions so that the payment of the Rents
is made directly on the Collections Account, owned by the Issuer. The Issuer enjoys a lien on
the receivables for the payments of the Rents; also, according to the provisions of the Loan
Agreement, the Issuer has definitely the right to keep the sums thereby collected assigning
them on behalf of the Debtor as payment for what it owed in relation to the Receivables (net
of the Inflation Component, which will be instead be used by the Debtor to manage its
payment obligations with respect to the Inflation-Linked Loan Agreement).
It is noted that the timely payment of the Rents and of every other sum owed in relation to the Real
Estate Assets constitutes the primary source of the funds for the Debtor to pay all the sums due
pursuant to the Loan Agreement, and therefore, in the final instance, for the actual realization by the
Issuer of the receivables included in the Portfolio of Receivables.
The Portfolio of Receivables, in terms of quality and amount, is capable of generating
the financial resources that are necessary and sufficient to guarantee repayment of the
Series B Notes.
According to the above, the suspension or the delay in the payment of the Rents by the Tenants in
favor of the Consortium could cause the no-payment or delayed payment of the Receivables owed
pursuant to the Loan Agreement by the Consortium itself in favor of the Issuer. In turn, the nopayment or delayed payment of the Receivables in favor of the Issuer by the Consortium could cause
the no-payment or delayed payment of what is due by the Issuer itself in relation to the Notes
starting from the subsequent Payment Date.
In the event of suspension or delay in the payment of the Rents on the part of the Tenants - and in
order to protect its credit obligations, even for the benefit of the Noteholders - the Issuer will have
the right to enforce the contractual remedies established by the Securitisation Documentation
through the party that is appointed on a case by case basis as Servicer and under the supervision of
the Representative of the Noteholders. In particular, being the assignee of the Rents by way of
security, the Issuer has the right to demand their discharge on the part of the Tenants, undertaking
due actions for this purpose, including legal action. Likewise, in case of no-payment or delayed
payment of the Receivables owed by the Consortium pursuant to the Loan Agreement, the Issuer has
the right to demand compliance on the part of the Consortium and to undertake any due action,
43
including legal action, if necessary declaring the Consortium itself to have forfeited the time limit in
favor of the creditor thereby triggering the immediate repayment of the Loan and having the option
to enforce the security interests included in the Portfolio of Receivables. These initiatives will be
implemented by the Issuer through the party appointed as Servicer on a case by case basis (even
different from the one initially appointed, subject to revocation, if the position of the latter entails a
conflict of interests), under the supervision of the Representative of the Noteholders.
According to the Terms and Conditions of the Notes, the mere occurrence of an default event causing
termination, withdrawal or forfeiture of time-limit according to the Loan Agreement will definitely
empower the Representative of the Noteholders to declare in writing to the Issuer the occurrence of
an Enforcement Event, so demanding the prepayment of the A Notes, together with the interest
accrued upon them. In exercising this power, the Representative of the Noteholders must act
according to the diligence of agent, in the best interest of the Noteholders; in any case the
Representative of the Noteholders will be obliged to declare the occurrence of an Enforcement Event
whenever required by the Noteholders' meeting.
Should the occurrence of an Enforcement Event be declared, the Notes shall immediately become
collectable at their par value, together with any accrued and unpaid interests and every other sum
due to the Noteholders. Subsequent to the forwarding of the aforesaid notification, the
Representative of the Noteholders will start every action to protect the rights of the Noteholders,
according to what is established by section 12 (Enforcement Events) of the Terms and Conditions of
the Notes.
9.2.
Information on Portfolio of Receivables
9.2.1.
Legal system concerning the securitised assets
The Loan Agreement, the Receivables deriving therefrom and the relevant security interests are
governed by the Italian law.
9.2.2.
Description of the debtors
9.2.2.1. Description of the Consortium as debtor pursuant to the Mortgage Loan Agreement
The consortium, acting as debtor of the Receivables deriving from the Mortgage Loan, is a company
formed on 24 July 2009 in the legal form of an incorporated partnership, according to section 2615ter of the Italian Civil Code under the name “Perimetro Gestione Proprietà Immobiliari S.c.p.A.”
The registered office of the Consortium is in via Garibaldi 60, Siena, Italy.
The Consortium was enrolled in the companies register of Siena on 27 July 2009. The registration
number and tax code in the companies register of Siena is 01269730527.
As of the date of this Prospectus, the Consortium has a fully paid-up share capital equal to €158,038,
composed by 133,300 category A shares (the “A Shares”) with voting rights and 24,738 category B
shares (the “B Shares ”) which are non-voting but subordinate in the loss sharing and privileged in
dividing up the assets following the liquidation with respect to the A Shares.
In particular, as of the date of this Prospectus the Consortium's partnership structure is composed as
follows:
44
Company
Beni Stabili Gestioni
S.p.A. SGR
Manutencoop Facility
Management S.p.A.
Siram S.p.A.
Net Insurance S.p.A.
Mediobanca Banca di
Credito
Finanziario
S.p.A.
Banca
Monte
dei
Paschi di Siena S.p.A.
Grapevine RE S.r.l.
Consorzio Operativo
Gruppo MPS
AXA
Assicurazioni
S.p.A.
MPS Capital Services
Banca per le Imprese
S.p.A.
MPS
Leasing
&
Factoring S.p.A.
MPS Gestione Crediti
Banca S.p.A.
Consum.it S.p.A.
Monte
Paschi
Fiduciaria S.p.A.
MPS
Immobiliare
S.p.A.
Overall Total
A Shares
%
26,793
B Shares
20.100%
Total number
of shares
26,793
16.954
26,793
20.100%
26,793
16.954%
26,793
26,660
12,930
20.100%
20.000%
9.700%
26,793
26,660
12,930
16.954%
16.869%
8.182%
8,726
6.546%
9.075%
10,971
6.942%
2,131
1,429
1.599%
1.072%
0.004%
2,131
1,430
1.348%
0.905%
667
0.500%
667
0.422%
189
0.142%
1
0.004%
190
0.120%
76
0.057%
1
0.004%
77
0.049%
59
0.044%
1
0.004%
60
0.038%
33
18
0.025%
0.014%
1
1
0.004%
0.004%
34
19
0.022%
0.012%
3
0.002%
22,487
90.901%
22,490
14.231%
133,300
100%
24,738
100%
158,038
100%
2,245
1
%
%
As can be observed in the table reported above, the B Shares are exclusively owned by the companies
being part of the MPS Group. In particular, the 22,487 B Shares underwritten by MPS Immobiliare
S.p.A. (“ MPS Immobiliare”) were paid-up through a contribution of real estate assets to the
Consortium (the “Going Concern”), according to section 2342, paragraph 3, of the Italian Civil
Code, composed, inter alia:
(a)
of service-sector property assets leased to MPS Group companies (the “Real Estate
Assets”);
(b)
of the debt relative to the Loan (as defined below);
(c)
of the lease agreements relative to the Real Estate Assets; and
(d)
of the other agreements appurtenant to each property included in the contributed Real
Estate Assets.
Given the syndicated aims of the Consortium, its corporate purpose is to coordinate and perform the
administration and management activities concerning the Real Estate Assets owned by the
Consortium itself, in order to rationalize and optimize the operational capabilities of the individual
45
partners. The Consortium may, according to the By-Laws, perform non-mutualistic activities in favor
of third parties only as a last resort, within the limits established by the regulation approved by the
management body of the Consortium aimed at governing the technical, economic and administrative
operations of the Consortium (the “Consortium Regulation”).
Consortium By-Laws
- Availability
The By-laws of the Consortium is available for inspection at the registered office of the Consortium in
via Garibaldi 60, Siena, Italy. A copy of the By-laws is also publicly available at the Italian Chamber
of Commerce of Siena.
- Provisions of the By-laws in force that could affect the composition of the corporate capital
(i) The B Shares holders have the right to redeem all (and only all) of the A Shares, under the
conditions and according to the terms and the procedures established by the By-laws, as of 31
December 2020 or as of 30 June 2021 and subsequently every 3 years and then in 2033.
(ii) According to section 2437, paragraph 4, of the Italian Civil Code, the Consortium partners who
own A Shares (which are not and never have been holders of B Shares) may withdraw, under specific
conditions, in certain specific cases, including (i) the entry into force of an imperative law provision
or of a regulation of the public authorities pursuant to which such partners are obliged to pay
contributions beyond those established by the Consortium Regulation and (ii) the adoption of
amendments of the By-laws and/or of the Consortium Regulation which result in similar
consequences and with respect to which the partners have expressed an unfavorable vote.
(iii) The partners who hold A Shares have an option to sell all and only all of the A Shares to the
holders of the B Shares, exercisable on 31 July 2033.
- "Hybrid instruments"
The Consortium set up the category of the hybrid instruments, according to section 2346, paragraph
6, of the Italian Civil Code, denominated “Strumenti Finanziari Partecipativi PGPI 2010” (hereafter,
“Hybrid Instruments”). The By-laws establishes that the Board of Directors may issue the Hybrid
Instruments for a maximum nominal value equal to approximately €80,000,000, against a cash
contribution of a corresponding amount. As of the date of this Prospectus the Board of Directors of
the Consortium resolved the issuance of Hybrid Instruments for a total amount of €69,900,000,
fully subscribed by institutional investors. The subscription of the Hybrid Instruments grants each
holder the right to proportionally subscribe the Series Z Notes. According to the Hybrid Instruments
Regulation (as defined below), the Hybrid Instruments may circulate only together with the
corresponding Series Z Notes.
The characteristics of the hybrid instruments, therein including content, duration, circulation and
operation rules are governed by the regulation attached at the bottom of the By-laws (hereafter, the
“Hybrid Instruments Regulation”).
In particular, and according to the Hybrid Instruments Regulation, the holders of the Hybrid
Instruments are assigned property rights correlated with net results of the divestment activity of one
or more property assets included among the Real Estate Assets of the Consortium and also
administrative rights according to which, at the special meeting of the Hybrid Instruments holders,
they are vested with the power, inter alia, (a) according to section 2376 of the Italian Civil Code, to
approve the resolutions of the general meeting of the Consortium shareholders which are
detrimental for the rights of the Hybrid Instruments holders; (b) the appointment, revocation, and
46
replacement of a member of the Consortium Board of Directors; and (c) the appointment, revocation,
and replacement of the Representative of the Noteholders.
The Hybrid Instruments Regulation establishes as well the right to redeem the Hybrid Instruments
by the holders of the B Shares.
Consortium Regulation
The Consortium Regulation in force was adopted by the management body of the Consortium
pursuant to section 2 of the By-laws with the purpose of governing the technical, economic and
administrative matters of the Consortium.
In particular, the Consortium Regulation establishes:
(a) the criteria for dividing, among the partners, the Consortium's expenses in exchange for the
provision of the Consortium’s related services to the latter; with regard thereto, an obligation is
established for the partners to pay the Consortium, upon request of the Board of Directors, a sum of
money in order to provide the Consortium with a flow of financial means and income sufficient to
cover the costs, expenses and commitments associated with the operation and management of the
Consortium (the “Reinvoices”). The Reinvoices are apportioned among the Consortium partners in
proportion to the actual fruition of the services rendered by the Consortium to each partner, in
particular against the leasing of the property assets.
(b) the determination of the periodic contribution owed by the partners in order to ensure the
operation of the Consortium, according to section 2615 ter, paragraph 2, of the Italian Civil Code; the
partners are thereupon obliged to pay, upon request of the Board of Directors, pecuniary
contributions in addition to the Reinvoices (the “Contributions ”). These Contributions will also be
apportioned among the Consortium partners in proportion to the actual fruition of the services
rendered by the Consortium to each partner, in particular against the leasing of the real estate assets.
The Contributions have a residual nature and are meant to cover the Consortium's expenses and
losses not otherwise covered. The Contributions may be paid in the form of non-refundable
payments and/or to cover losses.
The Consortium Regulation also contains certain provisions that specify the limitations within which
the Consortium may proceed with the disposal of assets belonging to the Real Estate Assets. In
particular, the Consortium may assign, as of 1 January 2015, property assets to an extent not greater
than (i) 5% on an annual basis, and (ii) 90% on a cumulative basis, with respect to the overall value
of the assets included among the Real Estate Assets, as resulting from the appraisal report arranged
pursuant to section 2343 and following sections of the Italian Civil Code on the occasion of the
contribution of the latter to the Consortium (the “Authorised Disposals”).
Administration, management and control bodies
- Board of Directors
As of the date of this Prospectus the Consortium is managed by an Board of Directors appointed for
the 2009/2011 three-year period and composed of the following 3 (three) members.
Name
Mara Elettra Balboni
Pascal Bernard
Sergio Verucci
Office
Executive Director
Director
Director
47
It is understood that the holders of the Hybrid Instruments have the right to appoint an additional
member of the Board of Directors, as established in the Hybrid Instruments Regulation.
The resolutions of the Board of Directors are duly taken with the actual presence of the majority of
the directors and the favorable vote of the majority of the directors present. It is specified, however,
that for certain matters, the By-laws expressly require a grater quorum of votes.
The Board of Directors its domiciled for all its functions at the registered office of the Consortium in
via Garibaldi 60, Siena, Italy.
- The Board of Statutory Auditors and auditing of the financial statements
As of the date of this Prospectus the Consortium has a Board of Statutory Auditors appointed for the
2009/2011 three-year period and composed of the following members:
Name
Office
Membership
Giovanni Marabissi
Chairman of the
Board of Statutory
Auditors
and
Statutory Auditor
Auditors at no. 34926, according
to the Ministerial Decree dated 12
April 1995 published in the
Italian Official Gazette no. 31bis
dated 21 April 1995
+39 0578 64287
Sirio Franchetti
Statutory auditor
dated 21 April 1995
+39 329 6144074
Franco Belli
Statutory auditor
Auditors at no. 4483, according to
the Ministerial Decree dated 12
dated 21 April 1995
+39 339 7036758
Roberto Angeli
Alternate auditor
Auditors at no. 1525, according to
the Ministerial Decree dated 12
dated 21 April 1995
Reachable through the
staff of the Consortium
at + 39 0577 276171
Eugenio Giomarelli
Alternate auditor
Italian Official Gazette no. 36
Reachable through the
staff of the Consortium
at + 39 0577 276171
48
Phone number
dated 8 May 2001
The auditing of the financial statements is entrusted to the auditing firm KPMG S.p.A., with
registered office in Milan, via Vittor Pisani 25.
KPMG S.p.A. is registered under No. 13 in the Special Register (Albo Speciale) maintained by
CONSOB and set out in Article 161 of the Financial Law, in compliance with the provisions of
Legislative Decree No. 88 of 27 January 1992, and is also a member of the ASSIREVI - Associazione
Nazionale Revisori Contabili. The business address of PricewaterhouseCoopers S.p.A. is Via Vittor
Pisani 25, Milan, Italy and its phone number is +39 02 67631.
Historical financial information concerning the Consortium
Hereinbelow is a table summarizing the financial information extracted from the balance sheets of
the Consortium for the last two financial years.
BALANCE SHEET
31/12/10
31/12/09
Lands and properties
1.650.205.367
1.697.919.225
TOTAL
1.650.205.367
1.697.919.225
Other accounts receivables
7.772
3.460
TOTAL
7.772
3.460
1.650.213.139
1.697.922.685
4.532.908
32.845.727
2.750
2.750
4.535.658
32.848.477
88.894.020
50.209.638
ASSETS
Fixed assets
Tangible assets
Financial assets
Accounts receivables
TOTAL fixed assets
CURRENT ASSETS
Customers
Advanced taxes
TOTAL
Liquid assets
Bank and postal deposits
Cash
406
111
TOTAL
88.894.426
50.209.749
TOTAL current assets
93.430.084
83.058.226
413.330
39.547
Accrued expenses and deferred assets
Accrued expenses and other deferred assets
TOTAL
TOTAL ASSETS
413.330
39.547
1.744.056.553
1.781.020.458
158.038
158.038
54.841.421
54.841.421
31.607
31.607
LIABILITIES
Equity
Capital
Share premium reserve
Legal reserve
49
Other reserves
69.904.638
4.638
TOTAL equity
124.935.704
55.035.704
ACCOUNTS PAYABLE
Outstanding bank loans
0
1.712.968.110
Payable in next financial year
0
1.672.800.000
To other financing grantors
1.605.205.366
0
Payable in next financial year
1.557.491.507
0
To suppliers
2.435.345
3.236.113
Tax payables
11.477.679
9.777.705
2.349
0
110
2.826
To social securities institutions
Other accounts payable
TOTAL
1.619.120.849
1.725.984.754
TOTAL LIABILITIES
1.744.056.553
1.781.020.458
Hereinbelow is a table summarizing the financial information extracted from the P&L statements of
the Consortium for the last two financial years.
PROFIT AND LOSS ACCOUNT
31/12/10
31/12/09
102.105.058
42.229.166
Different revenues
73.290.525
33.070.005
TOTAL
175.395.583
75.299.171
7.516.276
4.037.454
11.629
4.900
Depreciation and value adjustments of tangible fixed assets
47.713.858
19.880.775
Miscellaneous running costs
6.599.866
3.862.654
TOTAL
61.841.629
27.785.783
Difference between value and costs of expenses
113.553.954
47.513.388
713.728
816.361
95.107.142
40.168.110
- 94.393.414
- 39.351.749
489.710
0
2.424
0
Production Value
Revenues from sales and services
Other revenues and receipts
EXPENSES
Services
Third parties properties
Financial income and costs
Other financial income
From other firms
Interests and other financial costs
To third parties
TOTAL FINANCIAL INCOME AND COSTS
Exceptional income and costs
Income
Exceptional profits
Costs
Exceptional charges
TOTAL EXTRAORDINARY INCOME AND COSTS
487.286
0
RESULT BEFORE TAXES
19.647.826
8.161.639
Taxes on income for the year (current, deferred and
19.647.826
8.161.638
advanced)
50
PROFIT (LOSS)
0
0
The financial statements of the Consortium for the financial years ending 31 December 2009 and 31
December 2010 were audited by the independent auditor KPMG S.p.A. that, in both the cases, issued
an unqualified opinion.
The financial statements of the Consortium are available for inspection at the registered office of the
Consortium in via Garibaldi 60, Siena, Italy. A copy of such financial statements is also publicly
available at the Italian Chamber of Commerce of Siena.
Description of the principal services offered by the Consortium partners to the Consortium as of the
date of this Prospectus
- Contracts relative to the services provided to the Consortium
During the financial year 2010 the Consortium partners, according to the principles regulating the
juridical nature and the activities of the Consortium, executed specific service agreements with the
Consortium itself aimed at supporting the different operational tasks of the company.
- Contracts relative to the services provided to the Consortium in relation to the Securitisation
It is currently established that Mediobanca S.p.A. will provide certain Securisation-related activities
to the Consortium based on an special service agreement, which, in synthesis, include the following:
(i) activities relevant to maintaining the Issuer's Corporate Equity Account; (ii) consulting activity in
relation to the management of the Securitisation, to the relationships with the rating agencies and
with the third counterparties involved in the Securitisation, and to the Loan; (iii) consulting activity
for the management of extraordinary events, which may occur within the purview of the
Securitisation.
- Insurance contracts in relation to the Real Estate Assets
On 14 January 2010, the Consortium executed an insurance agreement with Axa Assicurazioni S.p.A.
having a duration of one year, in order to hedge the properties included among the Real Estate
Assets from the main risks associated with the properties themselves.
- Agreements relative to the properties included among the Real Estate Assets
MPS Immobiliare, in its capacity of transferor of the Going Concern, released certain representations
and warranties in favor of the Consortium pertaining to the properties included among the Real
Estate Assets which were contributed in the Consortium itself; the content of such representations
and warranties is in line with the market standard.
This agreement was also executed by Banca MPS as severally and jointly liable for the commitments
therewith taken on by MPS Immobiliare.
Description of the main services provided by the Consortium to its partners as of the date of this
Prospectus
- Lease of the Real Estate Assets
The Consortium partners belonging to the MPS Group lease the properties included among the
Consortium's Real Estate Assets, according to the lease agreements in which the latter took over for
MPS Immobiliare, as lessor, after the contribution of the Going Concern.
51
Against the leasing of the properties, an obligation arises for the tenants to pay a rent; the latter is
determined on the basis of market value which, every year starting from 1 July 2010, will increase
annually in proportion to the change of the harmonized index of the consumer prices for Euro-Areas
countries, that is calculated and published every month by EUROSTAT, and to the maximum degree
allowed by the legislation pro tempore in force (currently equal to 100% of the above-mentioned
index).
The lease agreements establish that the ordinary and extraordinary maintenance of the properties as
well as of the relevant plants and appurtenances will be entirely incumbent upon the tenants, with
the only exception of the extraordinary structural maintenance of the properties that will be borne by
the Consortium. The accessory costs will be entirely incumbent upon the tenants.
The tenants will be allowed to withdraw from the lease agreements only in the following cases: (i) in
the cases of withdrawal established by mandatory provisions of the law in force from time to time
and (ii) in cases of the transfer of the ownership of the real estate to third parties by the Consortium.
The lease agreement executed by Banca MPS establishes a commitment in favor of the Consortium
for the timely fulfilment of the pecuniary obligations undertaken by Consortium partners belonging
to the MPS Group (other than Banca MPS) as tenants of the properties included among the Real
Estate Assets and deriving from the lease agreements (as amended from time to time) and from the
Consortium Regulation.
Description of the main contracts in which the Consortium is a party as of the date of this
Prospectus
- Inflation-Linked Loan Agreement and Deposit Agreement
For the purposes of ensuring the hedging of the risk of fluctuation of the inflation rate to which it is
exposed due to the index-linking of the rents, the Consortium executed an inflation-linked loan with
Banca MPS, parameterized with the Inflation Component of the above-mentioned rents. The
proceeds that have been received according to the loan were utilized by the Consortium to set up an
interest bearing deposit at Banca MPS, London branch. The Consortium's receivable in relation to
the depositary for the payment of the remuneration was subject to security assignment in favor of the
Issuer, as security interest for the receivables deriving from Mortgage Loan. At the same time, the
Consortium's receivables for the return of the capital deposited was subject to security assignment in
favor of Banca MPS, as security interest for the receivables deriving from the Inflation-Linked Loan
Agreement.
- Description of the Loan Agreement
Subsequent to the contribution of the Going Concern, the Consortium took over MPS Immobiliare
(original borrower) in the long-term mortgage loan for an overall maximum amount equal to
€1,750,000,000.00 (the “Loan”); the Loan was granted to MPS Immobiliare by Banca Monte dei
Paschi di Siena S.p.A.
As of the date of this Prospectus, the aggregate amount of the Loan granted and not repaid is about
€1,605 million.
The Loan is secured by a mortgage on the properties included among the Real Estate Assets; by the
assignment by way of security of the receivables deriving from the Lease Agreements; by the
assignment by way security of the receivables deriving from the insurance coverage relative to the
Real Estate Assets; by the assignment by way of security of the receivables deriving from the Deed of
Contribution and from the Ancillary Agreement; by the assignment by way of security of the
receivables deriving from the Deposit Agreement and by the pledge of certain current accounts of the
52
Borrower (collectively, the “Security Interests”).
The final maturity date of the Loan is 31 July 2039. The following cases are established:
(a) voluntary partial prepayment, to be exercised solely on the dates of 31 December 2020 or of 30
June 2021 and, thereafter, on each third anniversary of such dates, as well as on the date of 31 July
2033, for an amount no greater than that necessary one for the full repayment of the Series A Notes
and of the Series B Notes; and
(b) mandatory prepayment, following the occurrence of pre-established events, including the
performance by the Consortium of one or more Authorised Disposals.
The Loan Agreement establishes a series of commitments by the Consortium (as borrower) in line
with market practice for similar operations. In particular, relevant are the commitment (i) to report
any Material Event pursuant to the Loan Agreement, (ii) to not perform acts of divestiture of any of
its assets except for the Authorised Disposals, (iii) to not modify its activity, (iv) to not perform
extraordinary transactions, such as mergers and/or acquisitions, (v) to fulfill the obligations deriving
from its syndicated nature.
9.2.2.2. Description of the debtor pursuant to the Assignment by Way of Security of the Rents relative to the
Real Estate Assets
Banca Monte dei Paschi di Siena S.p.A. (“Banca MPS”) - as the lessee of certain properties included
among the Real Estate Assets together with other companies of the Monte dei Paschi di Siena Group
(the “MPS Group”), and also in the capacity of jointly and severally liable co-obligator with the
other tenants of the properties included among the Real Estate Assets pursuant to the BMPS
Commitment - is obliged to the payment of the Rents relative to the Real Estate Assets. The
aforementioned Rents are the Issuer's primary source of the cash flow necessary to satisfy the rights
incorporated in the Notes.
The cash flow necessary for the interest payments and the principal repayment of the Notes also
depend on Banca MPS for other reason, in particular:
(i)
according to the payment obligations it undertook vis-à-vis the Consortium pursuant
to the Deposit Agreement executed in order to neutralize the risk of fluctuation of the
inflation-linked rental component;
(ii)
payment obligations undertaken vis-à-vis the Issuer by said Banca MPS in its capacity as the
Interest Rate Swap Counterparty; as well as
(iii)
payment obligations undertaken by MPS as depositary bank of certain current accounts
opened by the Issuer within the purview of the Securitisation.
Banca MPS is registered at the Registry of Banks maintained by the Bank of Italy, according to
section 13 of the Italian Legislative Decree no. 385 dated 1 September 1993 with number 5274, and
also, as a MPS Group company, at the register of banking groups with 1030.6, VAT number and
registration at the business register of Siena number 00884060526.
Banca MPS was incorporated as a joint-stock company on 14 August 1995, pursuant the to Italian
Law, with deed under the hand and seal of the public Notary Giovanni Ginanneschi (rep. 102609 –
“Coll. 30376).
According to section 5 of the Articles of Association, the duration of Banca MPS is set to 31 December
2100, with the exception of any extensions prescribed by law.
The headquarters of Banca MPS is in Piazza Salimbeni no. 3, 53100 Siena, Italy; the telephone
53
number is +39-0577-294 111.
On the date of this Prospectus, Banca MPS is the parent company of the Monte dei Paschi di Siena
group, characterized by:
- a central structure of managerial and operational coordination headed by Banca MPS which, as the
parent company of the MPS Group, performs the functions of unitary management, governance
and control over the subsidiaries in addition to commercial banking activities;
- a distribution structure composed mainly of the banking networks of Banca MPS, Banca
Antonveneta S.p.A. and of Biverbanca S.p.A.;
- a production structure composed of the banks and the financial companies of the MPS Group
expressly dedicated to the development of specialized financial instruments to be offered to the
market (the so-called product companies). In particular, the MPS Group is active in the consumer
credit sector through the company Consum.it, in the asset management through Prima S.G.R.
S.p.A. – formed through a partnership with Clessidra SGR S.p.A. - in offering medium and longterm credit products and structured finance products, in corporate finance and capital market
activities through MPS Capital Services Banca per le Imprese S.p.A. and in offering integrated
Lease and Factoring packages through Mps Leasing & Factoring S.p.A.;
- a service structure, made up of the MPS Group companies dedicated to the management of
information technology, real estate, and other support activities to the group. In particular, (i)
Consorzio Operativo Gruppo MPS develops and manages the group's computer and
telecommunication systems, (ii) Mps Gestione Crediti Banca S.p.A. manages the non-performing
loans of group, and (iii) Paschi Gestioni Immobiliari S.p.A. manages the real estate assets,
operating assets, and non-operating assets of the MPS Group.
The MPS Group operates – through the aforementioned organizational model – in the following
main business segments:
(a)
retail and private banking by performing borrowing operations and providing financial and
non-financial services (also by managing electronic payment instruments) and by offering a
wide range of credit brokerage products and services in favor of retail customers. With
respect to private customers, a wide range of customized products and services capable of
satisfying customers' needs in matters of portfolio management, financial planning, financial
consulting and asset management is established;
(b)
corporate banking by performing (i) borrowing operations and providing financial services
to corporate customers and key clients, (ii) activities for the management and trading of
securities, for itself and for third parties and (iii) activities which guarantee the placement of
securities, including through participation in special consortiums.
For further information about Banca MPS, and in particular to review its financial statements as of
31 December 2009 and 31 December 2010 (translated also into English), please refer to the webpage
of Banca MPS (www.mps.it).
9.2.3.
Description of the Loan Agreement
Banca Monte dei Paschi di Siena S.p.A., as lender and Account Bank, (“Banca MPS” or the “Agent”
or the “Lender”), on one hand, and MPS Immobiliare S.p.A., as borrower, on the other, executed a
Long-term Mortgage Loan (the “Original Loan Agreement ”) on 3 July 2009 for an overall
maximum amount equal to €1,750,000,000.00 (the “Loan”). On 31 July 2009, in the context of the
54
contribution of a going concern (the “Contribution”), Perimetro Gestione Proprietà Immobiliari
S.C.p.A. (the “Consortium”) took on the debt deriving from the Original Loan Agreement,
therefore becoming borrower pursuant thereof. On 21 September 2010, the Consortium, as assignee
of the Loan following the Contribution (the “Borrower”) and Banca MPS executed an addendum
contract and amended the Original Loan Agreement (the “Loan Agreement”).
The Loan was granted in a lump sum on 7 July 2009 for an amount equal to €1,672,800,000. As a
result of later re-payments, on the date of this Prospectus the aggregate amount of the Loan granted
and not paid back is equal to approximately €1,581 million.
The loan will expire on 31 July 2039 (the “Final Maturity Date”).
The main characteristics of the loan with respect in particular to the repayment and remuneration
thereof, as well as to the security interests that back it, are summarized below.
Repayment of the Loan
The Loan must be repaid according to the amortisation profile reported below on each Interest
Payment Date and until the Interest Payment Date falling on 31 July 2033 (inclusive).
“Interest Payment Date” means 30 June and 31 December of each year (excluding 30 June 2033)
until the Final Maturity Date on 31 July 2033.
Mortgage Loan Scheduled Amortisation Profile
Values expressed in €
Date
Principal amount of the Loan
(before repayment)
22-Dec-10
31-Dec-10
30-Jun-11
31-Dec-11
30-Jun-12
31-Dec-12
30-Jun-13
31-Dec-13
30-Jun-14
31-Dec-14
30-Jun-15
31-Dec-15
30-Jun-16
31-Dec-16
30-Jun-17
31-Dec-17
30-Jun-18
31-Dec-18
30-Jun-19
31-Dec-19
30-Jun-20
31-Dec-20
30-Jun-21
31-Dec-21
1,669,640,000.51
1,669,640,000.51
1,605,205,366.20
1,581,348,436.80
1,557,491,507.40
1,533,634,578.00
1,509,777,648.60
1,485,920,719.20
1,462,063,789.80
1,438,206,860.40
1,414,349,931.00
1,390,493,001.60
1,366,636,072.19
1,342,779,142.79
1,318,922,213.39
1,295,065,283.99
1,271,208,354.59
1,247,351,425.19
1,223,494,495.79
1,199,637,566.39
1,175,780,636.99
1,151,923,707.59
1,128,066,778.19
1,104,209,848.79
55
Repaid principal amount
of the Loan
0.00
64,434,634.31
23,856,929.40
23,856,929.40
23,856,929.40
23,856,929.40
23,856,929.40
23,856,929.40
23,856,929.40
23,856,929.40
23,856,929.40
23,856,929.41
23,856,929.40
23,856,929.40
23,856,929.40
23,856,929.40
23,856,929.40
23,856,929.40
23,856,929.40
23,856,929.40
23,856,929.40
23,856,929.40
23,856,929.40
23,856,929.40
30-Jun-22
31-Dec-22
30-Jun-23
31-Dec-23
30-Jun-24
31-Dec-24
30-Jun-25
31-Dec-25
30-Jun-26
31-Dec-26
30-Jun-27
31-Dec-27
30-Jun-28
31-Dec-28
30-Jun-29
31-Dec-29
30-Jun-30
31-Dec-30
30-Jun-31
31-Dec-31
30-Jun-32
31-Dec-32
31-Jul-33
31-Dec-33
30-Jun-34
31-Dec-34
30-Jun-35
31-Dec-35
30-Jun-36
31-Dec-36
30-Jun-37
31-Dec-37
30-Jun-38
31-Dec-38
30-Jul-39
1,080,352,919.39
1,056,495,989.99
1,032,639,060.59
1,008,782,131.19
984,925,201.79
961,068,272.39
937,211,342.99
913,354,413.59
889,497,484.19
865,640,554.79
841,783,625.39
817,926,695.98
794,069,766.58
770,212,837.18
746,355,907.78
722,498,978.38
698,642,048.98
674,785,119.58
650,928,190.18
627,071,260.78
603,214,331.38
579,357,401.98
555,500,472.58
527,667,388.28
527,667,388.28
527,667,388.28
527,667,388.28
527,667,388.28
527,667,388.28
527,667,388.28
527,667,388.28
527,667,388.28
527,667,388.28
527,667,388.28
527,667,388.28
23,856,929.40
23,856,929.40
23,856,929.40
23,856,929.40
23,856,929.40
23,856,929.40
23,856,929.40
23,856,929.40
23,856,929.40
23,856,929.40
23,856,929.41
23,856,929.40
23,856,929.40
23,856,929.40
23,856,929.40
23,856,929.40
23,856,929.40
23,856,929.40
23,856,929.40
23,856,929.40
23,856,929.40
23,856,929.40
27,833,084.30
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
527,667,388.28
The Loan Agreement establishes the option for the borrower to exclusively prepay the loan on 31
December 2020 or 30 June 2021 and, afterwards, on each third anniversary of such dates, as well as
on 31 July 2033, for an amount no greater than that necessary for the full repayment of the Series A
Notes and of the Series B Notes (making allowance for every other expense which must be discharged
by the Issuer in the context of the Securitisation with priority against the repayment of such Series of
Notes). The amounts repaid may not be reutilized.
The Loan Agreement moreover establishes that the Borrower must obligatorily proceed with the
partial prepayment of the Loan upon the occurrence of specific events, including the occurrence of
Authorised Disposal of the properties included among the Real Estate Assets.
Interest
As of 22 December 2010, the interest rate applicable to the Loan is equal to 6.64%, until the Interest
56
Payment Date which falls on 31 July 2033 (inclusive) and, afterwards, it will be determined as a
function of the ratio between the Rents and the amount of the Loan not yet repaid (the “Interest
Rate”).
In case of the non timely or incomplete payment of any amount owed by the Borrower, arrears
interest, equal to the Interest Rate applicable each time increased by one basis point per year (the
“Default Interest”) will be due.
The interest on the Loan must be paid by the Borrower on each Interest Payment Date (as defined
above).
Primary Security Interests backing the loan
The Loan is secured by: a mortgage on the properties included among the Real Estate Assets; from
the assignment by way of security of the receivables deriving from the Lease Agreements; from the
assignment by way security of the receivables deriving from the insurance coverage relative to the
Real Estate Assets, from the assignment by way of security of the receivables deriving from the Deed
of Contribution and from the Ancillary Agreement; from the assignment by way of security of the
receivables deriving from the Deposit Agreement and from the pledge on certain current accounts of
the Borrower
9.2.4.
Significant Collateral Representations and Warranties Provided to the Issuer in Relation
the Securitised Assets
Banca MPS, in its capacity as the Originator of the Receivables pursuant to the Assignment
Agreement, represented and warranted the existence, validity, full ownership and availability of the
Receivables assigned, as well as the non-existence of any real charges burdening said Receivables.
9.2.5.
Possible rights to replace the assets
The replacement of the assets underlying the issuance is not established; they will therefore on all
occasions be represented by the Portfolio of Receivables.
9.2.6.
Insurance policies
The Receivables, being assets underlying the issuance, are not backed by any insurance policy.
9.2.7.
The possibility of issuing other financial instruments in relation to the Portfolio of
Receivables
According to the Securitisation Documents, the Issuer represented and warranted that it neither,
approved, authorized nor resolved on the issue of additional financial instruments in relation to the
Portfolio of Receivables and has pledged to not approve, authorise nor resolve for the issue of said
financial instruments until the date on which all the payment obligations relative to the Notes have
been extinguished.
9.2.8.
Relationship between the Issuer and the Debtor
Except for the contractual relationship deriving from the Loan Agreement and for the acceptance of
the assignment of receivables therefrom deriving, no significant relationship of a corporate or
contractual nature exists between the Issuer and the Debtor as of the date of this Prospectus.
57
9.2.9.
The Real Estate Assets
9.2.9.1. Appraisal of the Real Estate Assets
The Real Estate Assets subject to the Securitisation include 683 property assets predominantly for
bank office or branch use, having a gross surface area of 766,500 sqm.
The Real Estate Assets are fully leased to companies belonging to the MPS Group and are, in terms of
location and function of the property belonging to, instrumental for the group's activity.
For the purpose of the contribution of the Going Concern by MPS Immobiliare to the Consortium,
the Real Estate Assets were subject to appraisal by REAG which proceeded to:
- determine the estimated rental value (“ERV”) relative to the Real Estate Assets;
- evaluate the open market value (“OMV ”) of the Real Estate Assets, based on the estimated rental
value that the MPS pays pursuant to the existing lease agreements (“Passing Rent”).
The principal elements of the lease agreement considered for the purpose of the appraisal were the
following:
- duration: 24 years, renewable for an additional 6 years at market conditions;
- index-linking of the rental instalments: 100% of the percent change of the consumer price index
relative to the Euro-Zone countries (Harmonized Indices of Consumer Prices), elaborated and
published every month by EUROSTAT; and
- maintenance costs: at the expense of the tenant, with the exception of those relative to the
extraordinary structural maintenance, within the limits in which it is incumbent on the lessor, as
defined in the relevant attachment.
9.2.10. Determination of the ERV and Passing Rent
REAG determined the ERV relative to each real estate/real estate unit included among the Real
Estate Assets by using the comparison method or market method and on the basis of a comparison
with other comparable real estate, recently sold or currently offered on the same market or on
competitive markets. In particular - with regard to the spaces designated for branch offices, and
owing to the difficulties in procuring significant and transparent elements for comparison on the
reference real estate markets - the comparison was made with market rents relative to others bank
branches or real estate having designated use for store outlets/commercial activities. With regard
thereto, with respect to a sample represented by 35 properties, REAG conducted a complete analysis,
performing an internal and external inspection of the properties, to survey all the data (quality
working drawings, state of preservation, etc.) necessary to arrange the appraisal.
At the end of the aforesaid analysis, REAG determined an ERV of €97,050 million for the Real Estate
Assets.
Based on the ERV determined by REAG, the MPS Group identified the Passing Rent to be paid to the
Consortium, equal to €101.350 million. REAG deemed the Passing Rent to be fair, positioning it
within a range of +/- 5% with respect to the ERV determined.
9.2.11. OMV
On the basis of the Passing Rent and making allowance for both the structure of the lease
58
agreements and the nature of the Consortium, the OMV appraised by REAG was equal to € 1,717.8
million, expressing an average yield of 5.90% for the Real Estate Assets.
The determination of the OMV was conducted by REAG by using the Discounted Cash-Flow method
and on the basis of:
(a)
the determination, for a period of 24 years, of the net future income deriving from the lease
of the properties;
(b)
the determination of the market value of the properties through the continuous
capitalization, at the end of said period, of the net income;
(c)
the time-discounting, on the date of the appraisal, of the net income (cash flow).
The main assumptions on which the appraisal is based are the following:
- Passing Rent, equal to a total of € 101.350 million
- inflation of the 2.5%, constant for 24 years;
- index-linking of the annual gross rents equal to 100% of the forecast rate of inflation for the Euro
zone;
- percentage of vacancies and non-collectability equal to: i) 0% until the first contractual expiry
date; ii) from 40% as 60% (five/seven months of vacancy) for all the properties, during the lease
agreement renegotiation period, envisaged for the 25th period, at market rent, with standard-type
contract; iii) 1% from 26th period of analysis, in perpetuity;
- risk out, or rather the rate of risk relative to the uncertainty related to the disposal of the real estate
at the end of cash flow analysis observation period between 0% and 0.50%, inclusive.
- costs (borne by the property):
- renegotiation expense: 10% on the actual gross revenues in relation to the existing lease status;
- administration expenses borne by the lessee;
- insurance of the property borne by the lessee;
- reserves for extraordinary maintenance: 0.30% of the renovation-reconstruction cost, in
consideration of the state of maintenance and the construction and plant systems features of the
building, with particular regard to the fact that - by contract - only the extraordinary structural
maintenance will be borne by the Consortium.
The taxes, including ICI (i.e. the local property tax), were considered to be borne by the lessee,
making allowance for the particular corporate structure of the Consortium.
9.2.11.1. Description of the method for the replacing of the properties
No methods are established for the replacement of the properties included among the Real Estate
Assets.
9.2.11.2. Description of the insurance policies relative to the properties
On 14 January 2010, the Consortium executed an insurance contract with Axa Assicurazioni S.p.A. to
provide coverage for the properties included among the Real Estate Assets against the risks
59
associated with the properties themselves (with extension to the risk of catastrophic events).
9.2.12. Structural costs relative to the Real Estate Assets
With respect to the Real Estate Assets, REAG estimated the amount of the costs which the
Consortium would bear to perform the extraordinary structural maintenance. The analysis was
Performed by REAG subdividing the portfolio into homogeneous classes (by type of construction,
period of construction and size) and identifying - for each cluster, on the basis of official sources and
through a parametric approach - a general estimate of the possible future costs sustainable for each
property over an interval of 24 (twenty-four) years. For properties with significant market value and
dimensions, for certain sample properties within each cluster, as well as for the assets with nonstandardizable characteristics, inspections were conducted in order to more reliably estimate the
amount of the aforesaid expenses. The results of the analysis indicate that the costs amount to
€35,000,000.00. Based on the expenditures forecasted by REAG over the various years and
considering an inflation rate of 2.5%, the overall expense would reach a value, in the period of 24
years, of €48,000,000.00, adequately covered by the Consortium's cash. The identified amount not
only takes into consideration the costs deriving from the maintenance works, but also those
necessary to render them operational, such as for example, design and engineering, construction site
safety and health, preparation of construction sites, etc. Also taken into consideration and
parameterized were any costs deriving from risks related with chance events or by conditions not
parametrically standardizable as well as the estimate of any costs deriving from regulatory changes.
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10.
STRUCTURE OF THE TRANSACTION AND CASH FLOW
10.1.
Description of the transaction structure
The Series B Notes that are the subject matter of this Prospectus are financial instruments issued –
pursuant to section 5 of the Italian Securitisation Law - against the purchase of the Portfolio of
Receivables by the Issuer. The characteristics of the Notes are more thoroughly described in the
previous Section 4 (Information concerning the notes to be admitted to trading) of this Part Two Securities Note and in the attached Terms and Conditions of the Notes.
Securitisation is a financial technique that allows the freeing-up of monetary receivables via their
transfer as a pool (normally without recourse) against payment to an assignee party (special purpose
vehicle) which, in order to finance the purchase of said receivables, proceeds to issue financial
instruments to be placed on the market. The resources thereby collected are utilized, inter alia, to
pay the sale price to the assignor, whereas the commitment deriving from the issue of the notes vis-àvis the respective subscribers and holders are discharged, in particular, by the use of the cash flow
generated from the assigned receivables and by the securities backing them.
In Italy, securitisation transactions are, as a general rule, governed by the Italian Securitisation Law,
as subsequently amended and supplemented.
With specific respect to the Series B Notes that are the subject matter of this Prospectus, it is noted
that the Series B Notes have been issued by the Issuer pursuant to the Italian Securisation Law. The
primary source for the payments due in relation to the Notes, as payment of the interests and of
repayment of capital, is composed of the recoveries and the proceeds collected in relation to the
portfolio of monetary receivables (the “Receivables”) by way of principal, interests and other
appurtenances – deriving from a Loan Agreement (the “Mortgage Loan”) granted on 7 July 2009
from the Debtor of the Rents – assigned without recourse and as a pool to the Issuer, together with
all the security interests and other rights, actions, powers and appurtenances thereto (the
“Portfolio of Receivables”), pursuant to section 4 of the Italian Securitisation Law.
Pursuant to the Servicer Contract, Banca MPS (the “Servicer”) undertook to conduct, for and on
behalf of the Issuer, collection and recovery activities in relation to the Receivables, as well as to
provide certain cash and payment services, also pursuant to section 2, paragraph 3, ltr. c) of the
Italian Securitisation Law and of the Bank of Italy Communication dated 3 November 2003. The
Servicer will also perform verification and monitoring activities regarding the compliance of the
activities performed within the purview of the Securitisation with the law and with this Prospectus,
also pursuant to section 2, paragraph 6, of the Italian Securitisation Law. The Issuer moreover
reserved the right to unilaterally revoke at any time the mandate conferred upon the Servicer and to
appoint a eligible substitute possessing the legal requirements, should Banca MPS become insolvent
or severely default on the obligations undertaken according to the Transaction Documents. This
option may be exercised by the Issuer subject to the approval by the Representative of the
Noteholders, or also by request of the latter. For this purpose the Representative of the Noteholders
will act in the interest of the Noteholders.
According to the Cash and Payment Management Agreement, Banca MPS (the “Account Bank”)
has pledged to the Issuer to provide certain cash and payment services in the interest of the Issuer
and of the noteholders.
The sums collected or in any case recovered in relation to the Receivables and to the Portfolio of
Receivables - as well as in relation to every other right vested by the Issuer vis-à-vis the Debtor of the
Rents, the Debtor or third parties in the context of the Securitisation of the Receivables (the
61
"Issuer's Rights") – are and will be deposited on a bank account opened by the Issuer at the
Account Bank (the “Collections Account”), with the exception of any sums collected or in any case
recovered in relation to the Portfolio of Receivables for mandatory prepayment of the Loan. The
latter sums are and will be deposited in an additional bank account opened by the Issuer at the Cash
Manager's London branch (the “Extraordinary Collections Account”).
It is also noted that, within the purview of the Securitisation of Receivables:
(i)
according to a contract executed concomitantly with the Execution Date, Banca MPS (in said
capacity, the “Servicer”) was commissioned by the Issuer with the collection of the
Receivables and the Portfolio of Receivables, as well as certain cash and payment services,
also according to and by effect of section 2, paragraph 3, ltr. c) of the Italian Law no. 130
dated 30 April 1999 and of the Communication of the Bank of Italy dated 3 November 2003.
The Servicer undertook, inter alia, to arrange, with respect to each Payment Date, a
statement of the sums collected with respect to the Portfolio of Receivables and to the other
Issuer's Rights (the “Collections Statement”);
(ii)
according to a contract executed concomitantly with the Execution Date between the Issuer,
the Cash Manager, the Calculation Agent, the Paying Agent, and the Account Bank (the
“Cash and Payment Management Agreement”), the Cash Manager, the Calculation
Agent, the Paying Agent, and the Account Bank undertook, each one within its own remit, to
provide certain cash, calculation, and payment services in the interest of the Issuer;
(iii)
according to a contract executed concomitantly with the Execution Date between the Issuer,
the Cash Manager, and the Representative of the Noteholders (the “Corporate Services
Agreement”), the Corporate Servicer undertook, also in the interest of the Representative
of the Noteholders – for and on behalf of the Noteholders – and of the Issuer's other
Creditors, to provide certain corporate administration and management services in favor of
the Issuer;
(iv)
according to a contract executed concomitantly with the Execution Date between the Issuer
and Banca MPS as Interest Rate Swap Counterparty (the “Interest Rate Swap”), the Issuer
hedged the financial risks arising from the mismatching between the fixed interest rate
which it will collect pursuant to the Loan Agreement and the floating rate interest due to the
holders of Series A Notes starting on 30 June 2012. In line with the market practice, the
Interest Rate Swap Contract is drafted in English pursuant to the International Swaps and
Derivatives Association guidelines and is governed under English law;
(v)
according to an agreement executed concomitantly with the Execution Date between the
Issuer, the Representative of the Noteholders, and the Issuer's other Creditors (the
“Intercreditor Agreement”), the parties agreed the criteria for the distribution and
allocation of the proceeds arising from the Portfolio of Receivables and of the other Issuer's
Rights, as well as a series of restrictions regarding the methods to exercise the respective
rights in the best interest of the Securitisation. Additionally, within the purview of said
agreement, the Issuer identified KPMG Fides Servizi di Amministrazione S.p.A. as the
Representative of the Noteholders, and the latter accepted the appointment;
(vi)
the rights of the Noteholders and of the Issuer's other Creditors are also guaranteed: (i) by
the assignment by way of security of the Issuer's receivables vis-à-vis the Interest Rate Swap
Counterparty according to the Interest Rate Swap Contract and by a charge on the English
Accounts, according to the provisions of a Deed of Charge executed by the Issuer
concomitantly with the Execution Date (the “Deed of Charge”); as well as (ii) by a lien on
the Collections Account, on the Extraordinary Collections Account, on the Payments
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Account, on the Expense Account, and on the Issuer's Rights, as provided for in the pledge
agreement executed concomitantly with the Execution Date between the Issuer, the
Representative of the Noteholders, the Account Bank, and the Paying Agent (the “Pledge
Agreement”). The methods for the enforcement and the utilization of the proceeds deriving
from this security interests are established by the Intercreditor Agreement; and
(vii)
according to a placement agreement executed concomitantly with the Execution Date (the
“Placement Agreement”), MPS Capital Services pledged to place the Series B Notes and
also to subscribe the unsubscribed Series B Notes left over at the end of the placement
period.
10.2.
Graphical presentation of the transaction
10.3.
Description of the parties which participated in the issuance and their respective
functions
10.3.1. The Issuer
Please refer to the information reported under Chapters 4, 5, 6, 7 and 8 here in First Part 63
Registration Document.
10.3.2. Originator
The subject which assigned the Receivables within the purview of the Securitisation (the
“Originator”) is Banca MPS. For further information with respect to Banca MPS, see paragraph
9.2.2.2 (Description of the debtor pursuant to the Assignment by Way of Security of the Rents
relative to the Real Estate Assets) here in Part Two – Securities Note.
10.3.3. Servicer
According to the Servicer Contract, Banca MPS was charged with the collection of the Receivables
and the Portfolio of Receivables as well as with certain cash and payment services, even according to
and by effect of section 2, paragraph 3, ltr. c), of the Italian Securitisation Law and of the
Communication of the Bank of Italy dated 3 November 2003 (the “Servicer”). The Servicer
undertook to arrange, with respect to each Payment Date, a statement of the sums collected with
respect to the Portfolio of Receivables and with the other Issuer's Rights (the “Collections
Statement”).
For further information with respect to Banca MPS, see paragraph 9.2.2.2 (Description of the debtor
pursuant to the Assignment by Way of Security of the Rents relative to the Real Estate Assets) here
in Part Two – Securities Note.
10.3.4. Noteholders' representative
KPMG Fides Servizi di Amministrazione S.p.A., with registered office in via Vittor Pisani, 27, 20124
Milan, acts in the capacity of noteholders’ representative (the “Representative of the
Noteholders”) pursuant to the Intercreditor Agreement and the Terms and Conditions of the
Notes.
The Representative of the Noteholders performs specific protective functions and is commissioned
to exercise the rights vested with the Noteholders, pursuant to the abovementioned documents. For
further information refer in particular to the Terms and Conditions of the Notes.
10.3.5. Account Bank, Paying Agent, Cash Manager, and Calculation Agent
Banca MPS provides the Issuer, within the purview of the Securitisation of Receivables, with a series
of services as Account Bank, as established by the Cash and Payment Management Agreement.
BNP Paribas Securities Services S.A., Milan branch, provides the Issuer, within the purview of the
securitization of Receivables, with (i) a series of services as Paying Agent, as established by the Cash
and Payment Management Agreement, as well as (ii) a series of services as Calculation Agent, as
established by the Cash and Payment Management Agreement.
In particular, the above-mentioned subject, each one within its remit, pledged to provide the Issuer
with:
(i)
specific services relative to the cash management, as well as certain calculation, notification,
and reporting services regarding the sums accounted in the Issuer's Accounts from time to
time;
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(ii)
certain services regarding the payment of principal and the interests accrued on the Notes;
and
(iii)
specific calculation services regarding the sums due for principal and interests on the Notes,
as well as undertaking to perform other calculations relative to the Notes and to see that all the
payments are made according to the Priority of Payment established by the Terms and Conditions of
the Notes and by the Intercreditor Agreement.
In addition, the Calculation Agent will have the duty to redefine the Scheduled Amortisation Profile
(as estimated on the Issue Date of the Notes and reported in the Terms and Conditions of the Notes)
upon the occurrence of one of the events established by the Terms and Conditions of the Notes (and
in particular (i) in case of Repayment of the Securitised Loan or also of collection of indemnities on
the part of the Issuer pursuant to the Transaction Documents; (ii) whenever the principal of the
Notes is not repaid on a Payment Date or is repaid by a degree less than the Maximum Scheduled
Repayment with respect to such date because of the lack of sufficient Available Funds; (iii) whenever
there has been a variation of certain estimated costs of the transaction by an amount greater than
€50,000 on an annual basis). For further details, refer to the Terms and Conditions of the Notes.
It should also be noted that the following Issuer’s accounts have been opened at Banca MPS, in its
capacity as Account Bank:
(a)
the Collections Account, that is the current account opened by the Issuer in order to deposit
the sums collected or in any case recovered in relation to the Portfolio of Receivables and to
the other Issuer's Rights, with the exception of the sums allocated to the Extraordinary
Collections Account; and
(b)
the Expense Account, that is the current account opened by the Issuer for the purposes of
crediting and to operate on the Expense Fund.
At the London branch of Banca MPS, in its capacity as Cash Manager, the following Issuer Accounts
have been opened:
(a)
the Principal Account, that is the current account opened by the Issuer for the purposes of
depositing and investing the cash available on the other Issuer's Accounts, with the
exception of the cash from time to time present in the Expense Account) between one
Payment Date and another, as provided for by the Cash and Payment Management
Agreement;
(b)
the Accumulation Account, that is the bank account opened by the Issuer for the purpose of
the deposit of the sums allocated for the principal repayment due on the Notes but not yet
collectable according to the Priority of Payment; and
(c)
the Extraordinary Collections Account, that is the bank account opened by the Issuer in
order to deposit the sums collected or in any case recovered in relation to the Portfolio of
Receivables by way of mandatory partial prepayment of the Loan on the part of the Debtor
against an Authorised Disposal.
At BNP Paribas Securities Services S.A., Milan branch - given its capacity as Paying Agent - the
Payments Account has been opened, which is the bank account opened by the Issuer for the purpose
of managing the payments to the Noteholders and the Issuer's other Creditors.
Pursuant to the Cash and Payment Management Agreement and subject to a written authorisation of
the Representative of the Noteholders, the Issuer may revoke the mandate conferred upon each one
65
of the subjects mentioned in this paragraph 10.3.5 by way of a written notification with at least sixty
days advance notice. Should this occur, the revoked agent is nevertheless obliged, inter alia, to
cooperate with its successor so that such successor may discharge its obligations in the performance
of the appointment which it has undertaken, as well as to transfer to its successor every sum collected
in the performance of the appointment subject to revocation.
Finally it is provided that the revocation has no effect until the mandate has been conferred to (and
accepted by) a successor of the revoked agent - who had signed the Cash and Payment Management
Agreement and the Intercreditor Agreement - and notice has been given of this new appointment to
the Representative of the Noteholders and to the Rating Agency
10.3.6. Interest Rate Swap Counterparty
The Issuer has executed an Interest Rate Swap Contract with Banca MPS (the “Interest Rate Swap
Counterparty”). The purposes of this contract is to hedge the Issuer against its exposure to the
interest rate movements regarding the commitments undertaken with respect to the Notes.
10.3.7. Corporate Servicer
KPMG Fides Servizi di Amministrazione S.p.A., with registered office in via Vittor Pisani, 27, 20124
Milan (the “Corporate Servicer”) provides the Issuer with certain administrative, accounting, and
fiscal services pursuant to a corporate services agreement executed concomitantly with the
Execution Date (the “Corporate Services Agreement”)
10.3.8. Auditing Firm
Reconta Ernst Young S.p.A. with registered and administrative office in Milan, via della Chiusa no. 2
(the “Auditing Firm”), audits the Issuer's financial statements. For further details refer to chapter
2 (Statutory auditors) of Part One – Registration Document of this Prospectus.
10.3.9. Arrangers
In relation to the issue of the Notes, MPS Capital Services and Mediobanca have acted as arrangers
(the “Arrangers”).
10.3.10. Subscribers
According to the Placement Agreements, MPS Capital Services undertook to place the Series B Notes
and to subscribe the Series B Notes and the Series Z Notes which remained unsubscribed at the end
of the placement period.
10.4.
Description of the mechanics and of the date of the sale, transfer and novation or
assignment of assets or possible Issuer's rights and/or obligations
According to the Italian law and the Securitisation Documents, every right, claim, and interest of the
Issuer concerning the Receivables, and every other right vested by the Issuer vis-à-vis the assignor
or vis-à-vis third parties in the context of the Securitisation (collectively, the “Issuer's Rights”),
constitute assets segregated with respect to the Issuer's other assets (including the assets belonging
to other segregated assets relative to any other securitisation transactions, and the sums deriving
66
from the above-mentioned segregated assets will be used - before and after the possible winding-up
of the Issuer - to satisfy the obligations undertaken by the Issuer vis-à-vis (i) the Noteholders, (ii)
the Issuer's other Creditors pursuant to the Securitisation Documents, and (iii) other third parties
which have incurred costs in relation to the securitisation (collectively, the “Issuer's Creditors”),
according to the Priority of Payment established in the Terms and Conditions of the Notes with
preference against any obligations undertaken by the Issuer vis-à-vis other creditors.
No actions whatsoever may be taken against the Issuer's Receivables and the Rights by the Issuer's
Creditors other than by the Noteholders until the Issuer has paid off all the respective payment
obligations in relation to the Notes or until the Notes have been cancelled.
Furthermore, each one of the Issuer's Creditors has undertaken, in the relevant Securitisation
Documents, to not promote judicial actions against the Issuer except for in certain limited
circumstances. The Issuer has in turn pledged to not incur debt unless within the limits and under
the conditions established in the Securitisation Documents.
10.5.
Illustration of the cash flows
10.5.1. Description of the mechanics for satisfying the Issuer's obligations through the cash flow
generated by the Portfolio of Receivables
The primary source for the interest payments and the principal repayment in relation to the Notes is
represented by the proceeds and the recoveries made in relation to the Portfolio of Receivables.
According to the Receivables Assignment Agreement, the Originator secured a total book value of
Receivables transferred to the Issuer equal to €1,669,640,000.
10.5.2. Credit backing technique
Securitisation, typically like all similar operations, is exposed to the risk, considered remote but
nevertheless present, that the Issuer's Available Funds become insufficient to pay the interests on the
Notes, wherever those interests are based on a floating index and the value of said index is subject to
unexpected and substantial increases.
The term Issuer's “Available Funds” means, jointly, the Ordinary Available Funds and the
Extraordinary Available Funds, whose definition is reported under Section 2 of the Terms and
Conditions of the Notes attached to this Prospectus as Annex 1.
In particular, for the purposes of hedging the aforesaid theoretical risk of mismatching deriving from
the issue of the Series A Notes for which - subsequent to 30 June 2012 - the payment of a floating
rate is esatblished, the Issuer, executed an interest rate swap agreement with the Interest Rate Swap
Counterparty on the Issue Date, governed by a Master Agreement and a Confirmation drafted
according to the directives of the International Swap and Derivatives Association, Inc. (1992), which
will begin to be effective starting from the Payment Date which falls on 30 June 2012 (the “Interest
Rate Swap”).
10.5.3. Investment of excess temporary cash
According to the Terms and Conditions of the Notes, the sums accredited on the Issuer's Accounts
between one Payment Date and the other must be deposited on the Principal Account, except for the
sums assigned to the repayment of principal on the Notes but not yet collectable due to the Priority
67
of Payment, which must be instead deposited on the Accumulation Account.
10.5.4. Method of receiving and collecting the Receivables
According to the Servicer Contract, the Servicer has undertaken in favor of the Issuer to perform the
activities of collection, encashment and recovery of the Receivables. The Servicer is also charged with
implementing activities aimed at protecting the Issuer's Rights in relation to the Receivables, as
established by the terms and conditions of the Loan Agreement, in the interest of the Issuer and of
the Noteholders, in line with the best banking practice and according to the Italian Securitisation
Law and the Communication of the Bank of Italy dated 3 November 2003.
10.5.5. Priority of Payment
Please refer to Paragraph 6 of the Terms and Conditions of the Notes attached to this Prospectus as
Annex 1.
10.5.6. Any other mechanics on which the payments of the interest and of the principal to the
investors depend
There are no additional mechanics other than those indicated in the previous paragraph 10.5.5
(Priority of Payment) on which the payments of the interests and the principal on the Notes might
depend.
10.6.
Name, address and significant activities of the parties from which the securitised
assets originate
Banca Monte dei Paschi di Siena S.p.A.
Banca MPS is involved in the securitisation, inter alia, as Originator.
10.7.
The Interest Rate Swap Counterparty
Banca MPS acts within the purview of the securitisation as Interest Rate Swap Counterparty.
10.8.
The Securitisation accounts
For detailed information on the bank accounts opened in the context and for the purposes of the
Securitisation, refer to the Terms and Conditions of the Notes.
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11.
INFORMATION AFTER THE ISSUE
Starting from the Issue Date, the Issuer made and will make available to the investors, on the website of
Banca MPS (www.mps.it) and of the Placement Agent (www.mpscapitalservices.it) (i) any updates of the
Scheduled Amortisation Profile; (ii) the statements and the reports on the payments, drafted by the Servicer,
the Calculation Agent, and if necessary the Agent Bank; (iii) its financial statements and all other relevant
information regarding its financial and capital position; (iv) every other document that the Representative of
the Noteholders deems to be of interest to the Noteholders; as well as (v) any warnings or notices addressed
to the Noteholders.
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GLOSSARY
In this Prospectus, unless otherwise defined, the terms listed hereinbelow will have the following meanings:
Account Bank
means Banca MPS and each of its successors or assignees
pursuant to the Cash and Payment Management Agreement.
Accumulation Account
means the bank accounts opened by the Issuer at the London
branch of the Cash Manager for the purposes of depositing the
sums allocated for principal repayment due on the Notes but
not yet collectable for reason of the Priority of Payment.
Actual Nominal Value of the Series
B Notes
has the meaning attributed to it in the Terms and Conditions of
the Notes.
Agent Bank
means Banca MPS in its role of Agent Bank pursuant to the
Loan Contract.
Ancillary Agreement
means the agreement ancillary to the contribution pursuant to
which MPS Immobiliare provided certain representations and
warranties in favor of the Consortium with regard to the Real
Estate Assets.
Arrangers
means MPS Capital Services and Mediobanca – Banca di
Credito Finanziario S.p.A.
Assignment by Way of Security
means the assignment of the rents deriving from the properties
subject to Mortgage, conferred as security for the Loan.
Auditing Firm
means Reconta Ernst Young S.p.A. with registered and
administrative office in Milan, via della Chiusa no. 2, as well as
every prospective successor auditing firm commissioned by the
Issuer.
Authorised Disposal
the Notes.
Available Funds
means the Ordinary Available Funds and the Extraordinary
Available Funds.
Banca MPS
means Banca Monte dei Paschi di Siena S.p.A.
BMPS Commitment
means the commitment undertaken by Banca MPS - in the
capacity of jointly and severally liable co-obligator with benefit
of order (i.e. with “beneficio dell’ordine” pursuant to the Italian
law - for the payment of the rent instalments and of every other
amount due to the Consortium on the basis of the Lease
Agreements and the Consortium Regulation on the part of
Consorzio Operativo di Gruppo, Paschi Gestioni Immobiliari,
Mps Leasing & Factoring, MPS Capital Services, Mps
Investment, Mps Fiduciaria, Mps Gestione Crediti Banca, MPS
Immobiliare, and Consum.it; each of these parties was a
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member, on the Issue Date for said commitment, of the MPS
Group.
Borrower
means the Debtor acting in the capacity of borrower of the Loan
and assignee of MPS Immobiliare within the purview of the
Loan Agreement.
Business Day
means a day (other than Saturday or Sunday) in which the
system named Trans European Automated Real-time Gross
settlement Express Transfer 2 ("TARGET 2") (or another
system which replaces it) is operational and on which the banks
are operational in London, Milan, and Siena.
Calculation Agent
means BNP Paribas Securities Services S.A., Milan branch, and
each of its successors or assignees pursuant to the Cash and
Payment Management Agreement.
Cash and Payment
Agreement
Management
means the contract executed concomitantly with the Execution
Date between the Issuer, the Cash Manager, the Calculation
Agent, the Paying Agent, and the Account Bank, in virtue of the
which each of said parties committed itself to provide certain
cash, calculating and payment services in the interest of the
Issuer.
Cash Manager
means Banca MPS, London Branch, and each of its successors
or assignees pursuant to the Cash and Payment Management
Agreement.
Collections Account
means the bank account opened by the Issuer for the purposes
of depositing the sums collected or in any case recovered in
relation to the Portfolio of Receivables and to the other Issuer's
Rights, with the exception of the sums allocated to the
Extraordinary Collections Account.
Consob
means the Commissione Nazionale per le Società e la Borsa.
Consolidate Banking Act
means the Italian Legislative Decree no. 385 dated 1 September
1993.
Consortium
means Perimetro Gestione Proprietà Immobiliari S.c.p.A., with
registered office in Siena, Italy, via Garibaldi n. 60.
Consortium and Loan Documents
means the Loan Agreement and all the contracts and documents
included among the “Financial Documents” and the
“Transaction Documents”, as defined in the Loan Agreement.
Consortium Regulation
means the regulation adopted by the Consortium on the basis of
the relative Articles of Association.
Contribution
means the contribution of the real estate going concern owned
by MPS Immobiliare and made in favor of the Debtor with the
deed dated 31 July 2009 as part of the Debtor's share capital
increase deliberated on 27 July 2009.
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Corporate Servicer
means KPMG Fides Servizi di Amministrazione S.p.A. and the
latter’s successors or entitled parties, according to the Corporate
Services Agreement.
Corporate Services Agreement
Date between the Issuer and the Corporate Servicer, according
to which the Corporate Servicer has committed itself to provide
certain corporate administration and management services in
favor of the Issuer.
Creditors of the Issuer
means the Noteholders, the Issuer's Creditors pursuant to the
Securitisation Documents and the other parties which claim
rights vis-à-vis the Issuer within the context of the
Securitisation, including the Representative of the Noteholders
(for and on its own behalf), the Originator, the Account Bank,
the Paying Agent, the Calculation Agent, the Cash Manager, the
Interest Rate Swap Counterparty, the Servicer, and the
Corporate Servicer.
Debtor
means the Consortium acting in the capacity of the party
obliged to pay the Receivables pursuant to the Loan Agreement.
Decree 239/96
means the Italian Legislative Decree no. 239 dated 1 April 1996.
Deed of Charge
means the real security afforded by the Issuer in favor of the
Noteholders and of the Issuer's other Creditors (i) on the
English Accounts and (ii) on the receivables and the other
Issuer's Rights pursuant to the Interest Rate Swap.
Deposit Agreement
means the deposit contract executed concomitantly with the
Execution Date between the Consortium and Banca MPS.
Determination Date
means, in relation to each Payment Date starting from 30 June
2011, the date falling 5 working days before said Payment Date.
Enforcement Event
means one of the events listed under the section “Enforcement
Events” of the Terms and Conditions of the Notes.
English Accounts
means the Accumulation Account, the
Collections Account, and the Principal Account.
Euribor
means the percentage rate for the year equal to the quotation
offered and disclosed at, or around, 11:00 (Brussels time) on the
Quotation Day on the “EURIBOR01” page of the Reuters circuit
which shows the Banking Federation of the European Union
rate for the Euro, or - should this page or this circuit not be
available - on any other equivalently official source chosen by
the Calculation Agent.
Execution Date
means 21 September 2010.
Expected Maturity Date
means 31 December 2030 as regards the Series A Notes, 31 July
2033 as regards the Series B Notes and the Final Maturity Date
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Extraordinary
as regards the Series Z Notes.
Expense Account
means the bank account opened by the Issuer at the Account
Bank for the purposes of crediting and operating on the
Expense Fund.
Expense Fund
means the amount - allocated on the Expense Account and
restored if necessary in relation to the Ordinary Available Funds
on each Payment Date - which the Issuer shall utilize for the
payment of any expenses and costs due and collectable on a
date other than a Payment Date, to the extent of the maximum
amount of €100,000.
Extraordinary Available Funds
means, in relation to each Determination Date, the sum of the
following items (without duplication):
(a)
all the sums crediting the Extraordinary Collections
Account and also the sums deposited during the
Lockout Period on the Accumulation Account pursuant
to section 6.2 (Use of Extraordinary Available Funds
before the Notification of an Enforcement Event) of the
Terms and Conditions of the Notes, together with the
interest accrued and payable on said sums, net of any
Tax Allowances;
(b)
all the sums collected or in any case received by the
Issuer in relation to the Receivables or to the Portfolio
of Receivables by way of mandatory partial prepayment
of the Loan on the part of the Debtor against an
Authorised Disposal or likewise, as well as every other
sum collected or in any case received by the Issuer as
compensation for expropriation, repayment or
otherwise in relation to a mandatory prepayment
pursuant to the Loan Agreement.
Extraordinary Collections Account
means the bank account opened by the Issuer at the Cash
Manager's London branch for the purposes of depositing the
sums collected or in any case recovered in relation to the
Portfolio of Receivables by way of a mandatory partial
prepayment of the Loan on the part of the Debtor, against an
Authorised Disposal or otherwise.
Final Maturity Date
means 30 June 2040 as regards the Series A Notes, 30 June
2040 as regards the Series B Notes and 30 June 2040 as
regards the Series Z Notes.
Financial Consolidation Act
means the Italian Legislative Decree no. 58 dated 24 February
1998.
Going Concern
means the real estate going concern transferred by MPS
Immobiliare to the Debtor within the purview of the
Contribution.
73
Hybrid Instruments
means the hybrid instruments, named “Strumenti Finanziari
Partecipativi PGPI 2010,” issued by the Consortium pursuant
to section 2346, paragraph 6, of the Italian Civil Code.
Hybrid Instruments Regulation
means the issued regulation of the Hybrid Instruments, as
attached to the Consortium Articles of Association.
Inflation Component
has the meaning attributed to it within the Terms and
Conditions of the Notes.
Inflation-Linked Loan Agreement
means the inflation-linked loan agreement executed
concomitantly with the Execution Date between the Consortium
and Banca MPS.
Initial Nominal Value of the Series B
Notes
the Notes.
Intercreditor Agreement
Date between the Issuer, the Representative of the Noteholders,
and the other Issuer's Creditors for the purpose of governing the
criteria for the distribution and allocation of the proceeds of the
Portfolio of Receivables, as well as certain restrictions
concerning the methods for exercising the respective rights in
the best interest of the Securitisation.
Interest Period
means each of the periods with starting on 1 July (inclusive) and
ending on 31 December (inclusive) each year and starting on 1
January (inclusive) and ending on 30 June (inclusive) each
year, it being understood that
(i)
the first Interest Period starts on the Issue Date
(inclusive) and ends on 30 June 2011 (inclusive); and
(ii)
with reference to the year 2033, the first of the two
relevant interest periods will start on 1 January 2033
(inclusive) and end on 31 July 2033 (inclusive); and
with reference to the year 2039, the first of the two relevant
interest periods will start on 1 January 2039 (inclusive) and end
on 31 July 2039 (inclusive).
Interest Rate
means the interest rate relative to each Series of Notes as
determined by the Calculation Agent pursuant to section 7.2
(Interest Rate of the Notes) of the Terms and Conditions of the
Notes.
Interest Rate Swap
means the interest rate swap contract - governed under English
law - executed concomitantly with the Execution Date between
the Issuer and Interest Rate Swap Counterparty in order to
hedge certain financial risks of the Issuer relative to the interest
payments accrued on the Notes.
Interest Rate Swap Counterparty
means Banca MPS and any of the latter’s successors or entitled
74
parties, according to the Interest Rate Swap Agreement.
Issue Date
means 22 December 2010.
Issue Price
means 100% of the par value of the Notes on the Issue Date.
Issuer
means Casaforte S.r.l., with registered office in via Eleonora
Duse 53, Rome, Italy.
Issuer's Accounts
means the Collections Account, the English Accounts, the
Payments Account, the Expense Account, and every other
current account possibly opened by the Issuer pursuant to the
Securitisation Documents or in any case in relation to the
Securitisation.
Issuer's Corporate Equity Account
means the current account opened by the Issuer for the
purposes of depositing the corporate equity.
Issuer’s Quotaholder
means Stichting Perimetro, a foundation under Dutch law with
registered office in Amsterdam, Claude Debussylaan 24,
1082MD, Holland.
Issuer's Rights
means the Portfolio of Receivables as well as every other right
vested by the Issuer vis-à-vis the Originator, the Debtor or third
parties in the context of the securitization of the Receivables.
Italian Securitisation Law
means the Italian Law no. 130 dated 30 April 1999.
Lease Agreements
means the lease agreements in force between the Consortium
and the Tenants in relation to the assets included among the
Real Estate Assets.
Lender
means the Issuer as the assignee of Banca MPS in the capacity
of lender pursuant to the Loan Agreement.
Loan Agreement or Mortgage Loan
Agreement
means the Original Loan Agreement, as later amended with an
addendum contract executed concomitantly with the Execution
Date between Banca MPS and the Consortium (as successor to
MPS Immobiliare in the capacity of Debtor).
Loan or Mortgage Loan
means the loan of € 1,672,800,000 granted by virtue of the
Loan Agreement by Banca MPS (the creditor position taken
over by the Issuer further to and as a consequence of the
Receivables Assignment Contract) to MPS Immobiliare (the
debtor position taken over by the Debtor further to and as a
consequence of the Contribution).
Lockout Period
means the period of eighteen months and one day starting from
the Issue Date.
Material Event
has the meaning reported in the Loan Agreement.
Maximum Scheduled Repayment
means the maximum amount of principal repayable on the
Series A Notes and on the Series B Notes, according to the
Scheduled Amortisation Profile on each Payment Date until the
75
Payment Date which falls on 31 July 2033, it being understood
that after said date, the maximum amount repayable will be
equal to the sum of the principal not yet paid back.
Monte Titoli
means Monte Titoli S.p.A.
Mortgage
means the first lien mortgage loan granted in order to guarantee
the Loan.
MPS Capital Services
means MPS Capital Services Banca per le Imprese S.p.A.
MPS Group
means the Monte dei Paschi di Siena group, listed in the register
of banking groups maintained by the Bank of Italy pursuant to
section 13 of the Consolidated Banking Act under no. 1030.6.
MPS Immobiliare
means MPS Immobiliare S.p.A.
Noteholders
Means the holders of the Series A Notes, the Series B Notes and
the Series Z Notes
Notes
means, collectively, the Series A Notes, the Series B Notes, and
the Series Z Notes.
Notification
Event
of
an
Enforcement
Ordinary Available Funds
has the meaning established in section 12 (Enforcement Events)
of the Terms and Conditions of the Notes.
means, in relation to each Determination Date, the sum of the
(a)
all the sums credited to the Collections Account, the
Principal Account, the Payments Account, the
Accumulation Account (after deducting any sums
deposited during the Lockout Period on the Accumulation
Account pursuant to section 6.2 (Use of Extraordinary
Available Funds before the Notification of an
Enforcement Event) of the Terms and Conditions of the
Notes, and also the interest accrued and payable on said
sums, net of any Tax Allowances) and to the Expense
Account together with the interest accrued and payable on
said sums, net of any Tax Allowances;
(b)
all the sums collected or in any case received by the Issuer
in relation to the Receivables, to the Portfolio of
Receivables, and to the other Rights of the Issuer starting
from the Determination Date (inclusive) immediately
before the Determination Date (exclusive) in which the
Ordinary Available Funds are calculated (or, in relation to
the first Determination Date, from the Issue Date
(inclusive) to the first Determination Date (exclusive), and
also the sums which the Issuer is expected to collect from
the Interest Rate Swap Counterparty pursuant to the
Interest Rate Swap within the Payment Date,
76
with the exclusion of the Extraordinary Available Funds.
Original Loan Agreement
means the Mortgage Loan agreement executed on 3 July 2009
between Banca MPS and MPS Immobiliare.
Originator
means Banca MPS acting in the capacity of assignor, according
to the Receivables Assignment Agreement.
Paying Agent
means BNP Paribas Securities Services S.A., Milan branch, and
each of its successors or assignees pursuant to the Cash and
Payment Date
means 30 June and 31 December of each year starting from 30
June 2011 (or also, if this day is not a Business Day, the
Business Day immediately after, unless said day falls in the
following calendar month, in which case it will refer to the
Business Day immediately preceding). With reference to 2033
and to 2039, the Payment Date will fall on 31 July (instead of 30
June) and 31 December.
Payments Account
means the bank account opened by the Issuer with the Paying
Agent for the purposes of managing the payments to the
Noteholders and to the Issuer's other Creditors.
Placement Agent
means MPS Capital Services Banca per le Imprese S.p.A.
Placement Agreements
means the agreements executed concomitantly with the
Execution Date between the Issuer and MPS Capital Services
S.p.A. for the purpose of placing Series A Notes, and Series B
Notes, as well as for the purpose of underwriting Series A Notes,
Series B Notes, and Series Z Notes, if unsubscribed at the end of
the placement period.
Pledge Agreement
Date between the Issuer, the Account Bank, the Paying Agent,
and the Representative of the Noteholders, by virtue of which
the Issuer placed a lien on the Issuer's Accounts (other than the
English Accounts) and on the Issuer's Rights in favor of the
Noteholders and of the Issuer's other Creditors.
Portfolio of Receivables
means the Receivables and all real or personal security afforded
to back the Receivables, therein including, without limitation,
the Mortgage and the Assignment by Way of Security, as well as
any other entitlements, actions, powers or privileges relative to
the Receivables.
Principal Account
means the bank account opened by the Issuer at the Cash
Manager's London branch for the purposes of depositing and
investing the liquidity available on the other Issuer's Accounts
between one Payment Date and another, as provided for by
77
Cash and Payment Management Agreement.
Priority of Payment
means the order of priority payments that is applicable on a
case by case basis according to section 6.1 (Use of the Ordinary
Available Funds before the Notification of an Enforcement
Event), 6.2 (Use of Extraordinary Available Funds before the
Notification of an Enforcement Event), 6.3 (Use of the
Available Funds after the repayment of the Series A Notes and
of the Series B Notes) and 6.4 (Use of the Available Funds after
the Notification of an Enforcement Event) of the Terms and
Conditions of the Notes.
Prospectus
means the Prospectus arranged by the Issuer with reference to
the Notes.
Quotation Day
means, with regards to each Interest Period starting from 30
June 2012, the immediately preceding Determination Date.
Rating Agency
means Fitch Ratings Ltd.
REAG
means REAG – Real Estate Advisory Group S.p.A.
Real Estate Assets
means the set of the real estate assets transferred by MPS
Immobiliare to the debtor within the purview of the
Contribution.
Receivables
means the monetary receivables by way of principal, interest
and other appurtenances deriving from the Loan.
Receivables Assignment Agreement
means the assignment contract executed concomitantly with the
Execution Date between the Originator and the Issuer, by virtue
of which the Originator transferred the Receivables and the
relevant Portfolio of Receivables - without recourse and as a
pool - to the Issuer, according to and by effect of the Italian Law
no. 130 dated 30 April 1999.
Representative of the Noteholders
means KPMG Fides Servizi di Amministrazione S.p.A.
Reserved Matters
has the meaning whereof section 13.4 (Appointment and
powers of the Representative of the Noteholders) of the Terms
and Conditions of the Notes.
Scheduled Amortisation Profile
means the Scheduled Amortisation Profile of the Series A Notes
and of the Series B Notes, as described in attachment as at the
Terms and Conditions of the Notes under letter “B” and as
amended according to the provisions of the section 8.3
(Modification of the Scheduled Amortisation Profile) of the
Terms and Conditions of the Notes; before the Payment Date
which falls on 31 December 2014, this plan also includes the
principal subject to appropriation to be deposited on the
Accumulation Account in relation to the Series A Notes.
Securitisation
means the Securitization realised by the Issuer through the
78
acquisition of the Receivables and the issue of the Notes.
Securitisation Documents
means the Loan Agreement, the Assignment Agreement, the
Servicer Agreement, the Corporate Services Agreement, the
Cash and Payment Management Contract, the Intercreditor
Agreement, the Interest Rate Swap, the Pledge Agreement, the
Deed of Charge and every other contract executed by the Issuer
in proximity to the Issue Date for the successful outcome of the
transaction.
Security Interests
means, collectively, all the security interests that back the Loan,
as better described in the Loan Agreement.
Series
means, as the case may be, the Series A Notes, the Series B
Notes or the Series Z Notes, or also the respective Noteholders.
Series A Notes
means the € 1,536,640,000 asset-backed Series A Notes bearing
a fixed rate of 3.00% until 30 June 2012 and then bearing a
floating rate with final maturity date of 30 June 2040.
Series B Notes
means the €130,000,000 fixed-rate asset-backed Series B Notes
with incremental principal up to €235,000,000 with final
maturity date on 30 June 2040.
Series Z Notes
means the €3,000,000 variable-premium asset backed Series Z
Notes with final maturity date on 30 June 2040.
Servicer
means Banca Monte dei Paschi di Siena S.p.A. and each of his
successors or assignees pursuant to the Servicer Agreement.
Servicer Contract
Date between the Issuer and the Servicer, by virtue of which the
Servicer was commissioned with collecting the Receivables and
the Portfolio of Receivables, as well as with certain cash and
payment services, also according to and by effect of section 2,
paragraph 3, ltr. c) of the Italian Law no. 130 dated 30 April
1999, and of the Communication of the Bank of Italy dated 3
November 2003.
Substitute Tax
means the tax whereof Italian Decree 239/96.
Tax
means any rate, tax, tribute, duty or charge of similar nature
imposed, drawn, collected or calculated by the Republic of Italy
or by any authority thereof, or any other authority having
jurisdiction on fiscal matters, as well as the interest and the
sanctions consequential to the no-payment or late payment
thereof.
Tax Allowance
means a deduction or withheld funds relative to Taxes.
Tenants
means the lessees pursuant to the lease agreements relative to
the properties included among the Real Estate Assets.
Terms and Conditions of the Notes
means the Terms and Conditions of the Notes, attached to this
79
or Terms and Conditions
80
Annex 1
TERMS AND CONDITIONS OF THE NOTES
I
CASAFORTE S.R.L. – TERMS AND CONDITIONS OF THE NOTES
WARNING
The subscription or the subsequent purchase of the Notes imply full knowledge and
acceptance of the provisions of these Terms and Conditions as well as full knowledge of
information contained in the Prospectus prepared by the Issuer pursuant to Section 2,
paragraph 2, of Italian Law No. 130 dated 30 April 1999. Potential investors are therefore
invited to carefully evaluate the provisions described below together with the Prospectus.
The subscription or the subsequent purchase of the Notes implies the acceptance of KPMG
Fides Servizi di Amministrazione S.p.A. as the Representative of the Noteholders initially
appointed by the Issuer in order to ensure its presence as from the Issue Date. The rights and
the duties of the Representative of the Noteholders, as well as the provisions concerning the
relevant appointment and revocation, are provided for in Section 13 (Organization of the
Noteholders and amendments to the Terms and Conditions) of these Terms and Conditions.
Furthermore, the subscription or the subsequent purchase of the Notes entails acceptance of
the Intercreditor Agreement entered into by the Issuer and any counterparties involved in
the securitisation of the Notes. By virtue of the subscription of the Intercreditor Agreement
by the Representative of the Noteholders, the relevant provisions shall also be binding for
the Noteholders. These provisions include, inter alia, the mandate of the Representative of
the Noteholders to protect and coordinate the common interest of the Noteholders and of the
other parties of the transaction vis-à-vis the Issuer and therefore certain limitations at the
individual claims incorporated into the Notes.
It is possible that, during the life of the Notes, certain provisions of these Terms and
Conditions will be amended or derogated upon instance by the Issuer following a change in
law or in fact. Within the limits provided for by Section 13 (Organization of the Noteholders
and amendments to the Terms and Conditions), said amendments or derogations may be
agreed to directly between the Issuer and the Representative of the Noteholders also acting
for the benefit and on behalf of the Noteholders. The Issuer shall provide notice of any
changes in observance of Section 14 (Communications).
1.
DESCRIPTION OF THE TRANSACTION
1.1.
The Notes
Casaforte S.r.l.. (the "Issuer") on 22 December 2010 (the "Issue Date") issued three Series of Notes
pursuant to Italian Law No. 130 dated 30 April 1999, denominated:
(i)
Euro 1,536,640,000 Series A Asset Backed Notes bearing a Fixed Rate equal to 3.00% until 30 June
2012 and then bearing a Floating Rate due 30 June 2040 (the "Series A Notes");
(ii)
Euro 130,000,000 Series B Asset Backed Fixed Rate Notes with Incremental Principal up to Euro
235,000,000 due 30 June 2040 (the “Series B Notes”); and
(iii)
Euro 3,000,000 Series Z Asset Backed Variable Premium Notes due 30 June 2040 (the "Series Z
Notes", and together with the Series A Notes and to the Series B Notes, the “Notes”).
1
In accordance with Section 2, paragraph 4, of Italian Law No. 130 dated 30 April 1999, the Series A Notes are
subject to a credit rating assessment by Fitch Ratings Ltd. (the “Rating Agency”); based on the Issuer's
expectations, on the Issue Date the Notes will have an expected rating at least equal to the Banca Monte dei
Paschi di Siena S.p.A. rating, which on the Execution Date (as defined below) is equal to “A”. The credit
rating of the other series of Notes is not subject to any assessment by any independent third parties.
In these terms and conditions of the Notes (the "Terms and Conditions of the Notes"), any reference to
(a) the "holder" of a Note or the "Noteholders" shall be read as a reference to the beneficiary holders of
the Notes issued in dematerialized form and subject to the centralized management by Monte Titoli S.p.A.
("Monte Titoli"), in accordance with the provisions of section 83-bis and following sections of the
Legislative Decree No. 58 of 24 February 1998 (the “Financial Consolidated Act”) and the relevant
implementary regulations; (b) a "Series" of Notes or a "Series" of Noteholders shall be read as a reference
to the Series A Notes, the Series B Notes or the Series Z Notes, or to the respective Noteholders, as the case
may be; (c) any contract or document shall be read as a reference to said contract or document, as amended,
novated and supplemented from time to time; and (d) any party of the Transaction Documents shall be read
as a reference to said party and to any of its successors or assignees.
1.2.
The Portfolio of Receivables
The Notes are issued to finance the purchase of the monetary receivables (the "Receivables") deriving from
a mortgage loan (the "Loan") granted on 7 July 2009 by Banca Monte dei Paschi di Siena S.p.A. (“Banca
MPS” or the “Assignor”) to MPS Immobiliare S.p.A. (“MPS Immobiliare”). The Loan was granted
pursuant to an agreement entered into on 3 July 2009, notarised by the Notary public Mario Zanchi
(repertory No. 27905, collection No. 12266), as subsequently amended on the Execution Date (the “Loan
Agreement”).
Following a contribution of a Business Division by MPS Immobiliare on 31 July 2009 (the “Contribution”),
the Loan Agreement and the obligations deriving therefrom were transferred to Perimetro Gestione
Proprietà Immobiliari Società consortile per Azioni (the "Debtor" or the “Consortium”). In such a context,
MPS Immobiliare conferred to the Debtor a Portfolio of Receivables consisting of 683 properties predominantly for office or banking branch use - having a gross surface area of 766,500 sqm (the “Real
Estate Assets”). The Real Estate Assets is leased to companies mainly belonging to the Montepaschi
Banking Group (the “Tenants”) pursuant to lease agreements having a duration of 24 years (the “Lease
Agreements”).
The Receivables were transferred without recourse (pro soluto) and as a pool (“in blocco”) by the Assignor to
the Issuer pursuant to Section 4 of Italian Law No. 130 dated 30 April 1999 by virtue of an assignment
agreement executed in conjunction with the Execution Date, with economic effectiveness from the Issue Date
(the “Receivables Assignment Agreement”), together with all the security interests, rights, actions,
powers and privileges accessory to said Receivables (which, together considered, constitute the "Portfolio
of Receivables"). The Debtor assented to and accepted – on the Execution Date – without any reserve the
assignment of the Receivables. The Issuer shall give prompt notice of the assignment through the publication
of a notice in the Official Journal of the Italian Republic, as well as through the deposit of said notice in the
Companies Register of Rome.
The primary source for the interest payments and the principal repayment to the Noteholders will be
represented by the proceeds collected by the Issuer in relation to the Receivables and the Portfolio of
Receivables as payment of interests and as repayment of the principal of the Loan by the Debtor (or, in case
of default or insolvency of the latter, following the enforcement of the mortgage and any other security
interest assisting the Receivables, including the assignment by way of security of the rent deriving from the
Lease Agreements). For this purpose, the assignment of the Receivables was notified to the Tenants, who
shall acknowledge this before the Issue Date.
2
The Loan Agreement provides for periodic semi-annual repayments in accordance with a pre-established
amortisation profile. The Debtor, in turn, shall repay the principal and shall pay the interest due pursuant to
the Loan Agreement out of the amounts periodically collected from the Tenants or by Banca MPS pursuant to
the Lease Agreements (by way of rent or otherwise), as well as Contributions and any other consortium
charges paid by the consortium partners. These amounts and any other collection made by the Issuer, with
the sole exclusion of the Extraordinary Available Funds, shall constitute the Ordinary Available Funds.
The Extraordinary Available Funds instead comprise all the sums collected by the Issuer in relation to the
Receivables or the Portfolio of Receivables as mandatory partial prepayment of the loan by the Debtor
following the implementation of an Authorised Disposal. In fact, according with the provisions of the Loan
Agreement, in case of an Authorised Disposal regarding assets included within the Real Estate Assets, a part
of the consideration deriving from such disposal shall be used by the Debtor for the mandatory prepayment
of the Loan and for the payment of any additional charges deriving from said repayment; the amounts
thereby prepaid and the other additional charges for any reason paid from Debtor pursuant to the Loan
Agreement shall be used by the Issuer for the principal repayment due to the holders of Series A Notes and of
the Series B Notes, within the limits provided for by Section 6.2 (Use of Extraordinary Available Funds
before notification of an Enforcement Event).
1.3.
Asset segregation
Pursuant to Italian Law No. 130 dated 30 April 1999 and the Transaction Documents, all the Issuer Rights
related to the Receivables and the Portfolio of Receivables as well as any other Issuer’s right vis-à-vis the
Assignor, the Debtor or any third parties in the context of the Securitisation of the Receivables (collectively,
the "Issuer Rights") is segregated from all other assets of the Issuer. The amounts deriving from such
segregated assets will only be available, both prior to and following the commencement of winding-up
proceedings in relation to the Issuer, to satisfy the rights of the Issuer Creditors according to the Priority of
Payment with priority with respect to any other obligations undertaken by the Issuer in relation to other
creditors. The "Issuer Creditors" are (i) the Noteholders, (ii)) any Issuer Creditors pursuant to the
Transaction Documents and (iii) any other third creditor of the Issuer within the context of the securitisation
of the Receivables.
1.4.
Other Transaction Documents
In accordance with an agreement entered into on or about the Execution Date, Banca MPS (in said capacity,
the “Servicer”) was appointed by the Issuer to provide the collection of the Receivables and the Portfolio of
Receivables as well as certain cash and payment services, also for the purposes of Section 2, paragraph 3(c) of
Italian Law No. 130 dated 30 April 1999 and of the Bank of Italy Communication dated 3 November 2003.
The Servicer undertook to prepare, for each Payment Date, a statement of the sums from time to time
collected with reference to the Portfolio of Receivables and any other Issuer Rights (the “Servicer Report”).
In accordance with an agreement entered into on or about the Execution Date by the Issuer, the Cash
Manager, the Calculation Agent, the Paying Agent and the Account Bank (the “Cash and Payment
Management Agreement”), the Cash Manager, the Calculation Agent, the Paying Agent and the Account
Bank undertook, each within its own remit, to provide certain cash, calculation and payment services in the
interest of the Issuer.
In accordance with an agreement entered into on or about the Execution Date between the Issuer, the Cash
Manager, and the Representative of the Noteholders (the “Corporate Services Agreement”), the
Corporate Servicer undertook, also in the interest of the Representative of the Noteholders – for and on
behalf of the Noteholders – and of the other Issuer Creditors, to provide certain corporate administration
and management services in favour of the Issuer.
3
In accordance with an agreement entered into on or about the Execution Date between the Issuer and the
Swap Counterparty, the Issuer hedged the financial risks deriving from the misalignment between the fixed
interest rate - which it will collect in accordance with the Loan Agreement - and the floating rate interest due
to the Series A Noteholders as from 30 June 2012. In accordance with market practice, the Swap Agreement
is drafted in English language in observance of the International Swaps and Derivatives Association
guidelines and is governed by English law.
In accordance with an agreement entered into on or about the Execution Date between the Issuer, the
Representative of the Noteholders, and the other Issuer Creditors (the “Intercreditor Agreement”), the
parties agreed the criteria for the distribution and allocation of the proceeds arising from the Portfolio of
Receivables and other Issuer Rights, as well as a number of restrictions regarding the exercise of the
respective rights in the best interest of the Securitisation. Additionally, under the Intercreditor Agreement
the Issuer identified KPMG Fides Servizi di Amministrazione S.p.A. as the Representative of the Noteholders
initially appointed in view of the issue of the Notes, and the latter accepted such appointment.
The rights of the Noteholders and of the other Issuer Creditors are also secured: (i) by the assignment by way
of security of the Issuer's receivables vis-à-vis the Swap Counterparty pursuant to the Swap Agreement and
by a charge on the English Accounts pursuant to a Deed of Charge executed by the Issuer at the time of the
Execution Date (the “Deed of Charge”), as well as (ii) by a pledge on the Collections Account, the
Extraordinary Collections Account, the Payments Account and the Expenses Account pursuant to a pledge
agreement executed in conjunction with the Execution Date between the Issuer, the Representative of the
Noteholders, the Account Bank and the Paying Agent (the “Pledge Agreement”). The enforcement and the
application of the proceeds deriving from the above security interests are governed by the Intercreditor
Agreement.
Pursuant to the placement agreements entered into on or about the Execution Date (the “Placement
Agreements”), the Issuer has undertaken to issue the Series A Notes and MPS Capital Services has
undertaken, in its capacity as the Placement Agent, to place - through the intermediation of the Underwriters
- the Series A Notes, without any obligation for prior subscription but with the commitment to subscribe the
Series A Notes which have not been subscribed as at the end of the placement period. In accordance with the
Placement Agreements, MPS Capital Services has also undertaken to place the Series B Notes and to
subscribe the Series B Notes and Series Z Notes which have not been subscribed as at the end of the
placement period.
2.
DEFINITIONS AND INTERPRETATION
2.1.
Definitions
In these Terms and Conditions, save that the context requires or specifies otherwise, the terms below shall
have the following meanings:
“Account Bank” means Banca MPS and each of its successors or assignees pursuant to the Cash and
“Accumulation Account” means the bank accounts opened by the Issuer with the Cash Manager's London
branch in order to deposit the sums allocated for the repayment of the principal of the Notes but not yet due
to the Noteholders pursuant of the Priority of Payment.
“Actual Nominal Value of the Series B (Notes)” means the sum of the Initial Nominal Value of the
Series B (Notes) and the payments in the increment account made by the Series B Noteholders on each
Payment Date, net of the amounts of principal already repaid by the Issuer (if any).
“Agent Bank” means Banca MPS in its capacity as agent bank pursuant to the Loan Agreement.
4
“Agents” means, collectively, the Paying Agent, the Calculation Agent, the Account Bank, and the Cash
Manager.
“Amortisation Date” means the Payment Date which falls on 31 December 2014 or, with reference to the
Extraordinary Available Funds other than the Extraordinary Available Funds deriving from the Authorised
Disposals only, on 30 June 2012.
“Ancillary Agreement” means the agreement ancillary to the Contribution executed by MPS Immobiliare
in favour of the Consortium on 3 September 2010, pursuant to which MPS Immobiliare granted certain
representations and warranties in favour of the Consortium with regard to the Real Estate Assets.
“Arrangers” means MPS Capital Services e Mediobanca – Banca di Credito Finanziario S.p.A.
“Assignment by way of Security” means the assignment pursuant to which any rents deriving from the
real estate assets subject to Mortgage have been assigned as security for the Loan.
“Assignor” means Banca MPS in its capacity of assignor pursuant to the Receivables Assignment
Agreement.
“Auditing Firm” means Reconta Ernst & Young S.p.A., as well as any relevant successor as auditor
appointed by the Issuer.
“Authorised Disposal” has the meaning pursuant to the Loan Agreement.
“Available Funds” means the Ordinary Available Funds and the Extraordinary Available Funds.
“Banca MPS” means Banca Monte dei Paschi di Siena S.p.A.
“Base Rate” means the 6-month EURIBOR as recorded on the Fixing Date, or also a different rate
determined by the Calculation Agent pursuant to the Section 7.6 (Disturbing Events). With regards to as at
first Interest Period, the Base Rate shall be that determined using the linear interpolation method between
the Euribor rate for the immediately shorter period and the Euribor rate for the immediately longer period.
“BMPS Undertaking” means the undertaking of Banca MPS, in its capacity as jointly and severally liable
co-obligator with benefit of order (coobbligato solidale con beneficio dell’ordine), to pay any rent instalments
and any other amount due to the Consortium by the companies belonging to the MPS Group pursuant to the
Lease Agreements and the Consortium Regulation.
“Borrower” means the Debtor in its capacity as borrower of the Loan and assignee of MPS Immobiliare
pursuant to the Loan Agreement.
"Business Day" means a day (other than Saturday or Sunday) in which the system named Trans European
Automated Real-time Gross settlement Express Transfer 2 ("TARGET 2"), or another system which replaces
it, is operational and on which the banks are operational in London, Milan, and Siena.
“Business Division” means the real estate division transferred by MPS Immobiliare to the Debtor within
the context of the Contribution.
“Calculation Agent” means BNP Paribas Securities Services, Milan branch, and each of its successors or
assignees pursuant to the Cash and Payment Management Agreement.
"Cancellation Date" means the first between (i) the date on which the Notes will be fully repaid, and (ii)
the Payment Date falling on 31 December 2050.
5
“Cash and Payment Management Agreement” means the agreement entered into on or about the
Execution Date between the Issuer, the Cash Manager, the Calculation Agent, the Paying Agent and Account
Bank for the provision of certain cash, calculation and payment services in the interest of the Issuer.
“Cash Manager” means Banca MPS, London Branch, and each of its successors or assignees pursuant to
the Cash and Payment Management Agreement.
“Collections Account” means the bank account opened by the Issuer for the purpose of depositing the
sums collected or in any case recovered in relation to the Portfolio of Receivables and to the other Issuer
Rights, with the exception of the sums allocated to the Extraordinary Collections Account.
“Consortium” means Perimetro Gestione Proprietà Immobiliari Società Consortile per Azioni.
“Consortium and Loan Documents” means the Loan Agreement and any and all the agreements and
documents included in the definition of “Documenti Finanziari” and/or “Documenti dell’Operazione” as
defined in the Loan Agreement.
“Consortium Regulation” means the regulation adopted by the Consortium in compliance with the
relevant Articles of Association.
“Contribution” means the contribution of the real estate division owned by MPS Immobiliare which was
made in favour of the Debtor on 31 July 2009; this transaction was part of the Debtor's share capital increase
resolved upon on 27 July 2009.
“Corporate Services Agreement” means the agreement entered into on or about the Execution Date
between the Issuer and the Corporate Servicer for the provision of certain corporate administration and
management services in favor of the Issuer.
“Corporate Servicer” means KPMG Fides Servizi di Amministrazione S.p.A. and any if its successors or
assignees pursuant to the Corporate Services Agreement.
“Debtor” means the person/entity obliged to pay the Receivables pursuant to the Loan Agreement.
“Decree 239/96” means Italian Legislative Decree No. 239 dated 1 April 1996.
“Deed of Charge” means the security interest granted by the Issuer over (i) the English Accounts and (ii)
the receivables and the other Issuer Rights pursuant to the Swap Agreements, in favour of the Noteholders
and the other Issuer Creditors.
"Determination Date" means, in relation to each Payment Date starting from 30 June 2011, the date
falling 5 business days before said Payment Date.
“Discount Factor” means the result of the following formula, as a function of t, in correspondence with
each rent payment after the Authorised Disposal:
[1/(1+[x%])]t
where t it is equal, each time, to the number of days between (a) the first payment date of the rent after the
Authorised Disposal and (b) each payment date of the rent after the Authorised Disposal (including the first),
divided by 365; while x% indicates the internal rate of return for each property included among the Real
Estate Assets (according to that anticipated in the table reported as an attachment to these Terms and
Conditions of the Notes under the letter “C.”
“Enforcement Event” means one of the events listed under the Section 12 (Enforcement Events).
"Enforcement Notice" has the meaning established in Section 12 (Enforcement Events).
6
“English Accounts” means the Accumulation Account, the Principal Account, and the Extraordinary
Collections Account.
“EURIBOR” means the percentage rate for the year equal to the quotation offered and divulged at, or
around, 11:00 (Brussels time) on the Quotation Day on the “EURIBOR01” page of the Reuters circuit which
shows the Banking Federation of the European Union rate for the Euro, or - should this page or this circuit
not be available - on any other equivalently official source chosen by the Calculation Agent.
“Execution Date” means 21 September 2010.
“Expected Maturity Date” means 31 December 2030 as regards the Series A Notes, 31 July 2033 as
regards the Series B Notes, and the Final Maturity Date as regards the Series Z Notes.
"Expense Fund" means the amount, deposited on the Expenses Account – and restored (if necessary) on
each Payment Date out of the Ordinary Available Funds – which the Issuer will apply for the payment of the
initial costs of the transaction as well as of any expenses and costs due and payable on a date other than a
Payment Date, up to the maximum amount of €100,000.
“Expenses Account” means the bank account opened by the Issuer at the Account Bank for the purposes
of crediting - and operating on - the Expense Fund.
“Extraordinary Available Funds” means, with regards to each Determination Date, the sum of the
(a)
any and all sums credited on the Extraordinary Collections Account as well as any and all
sums deposited during the Initial Period on the Accumulation Account pursuant to Section
6.2 (Use of Extraordinary Available Funds before notification of an Enforcement Event),
together with any interest accrued and payable on said sums, net of any Tax allowances;
(b)
any and all sums collected or in any case received by the Issuer in relation to the Receivables
or the Portfolio of Receivables as mandatory partial prepayment of the Loan by the Debtor
following an Authorised Disposal as well as any other sums collected or in any case received
by the Issuer as compensation for the expropriation, repayment or otherwise in relation to a
mandatory prepayment pursuant to the Loan Agreement.
“Extraordinary Collections Account” means the bank account opened by the Issuer at the Cash
Manager's London branch for the purpose of depositing the sums collected (or in any case recovered) in
relation to the Portfolio of Receivables as mandatory partial prepayment of the Loan by the Debtor following
an Authorised Disposal or otherwise.
“Final Maturity Date” means 30 June 2040 as regards the Series A Notes, 30 June 2040 as regards the
Series B Notes, and 30 June 2040 as regards the Series Z Notes.
“Financial Consolidated Act (TUF)” means Italian Legislative Decree No. 58 dated 24 February 1998.
“Fixing Date” means, with regards to each Interest Period beginning from that starting on 30 June 2012
(inclusive), the date falling five Business Days before the start of said Interest Period.
“Incremental Value of the Series B Notes” means the amount due and payable to the Series B
Noteholders on each Payment Date up to the Payment Date on which the Series A Notes have been entirely
repaid (included).
“Indemnifications” has the meaning pursuant to the Loan Agreement.
7
"Inflationary Base" means the inflation component of the rent associated to the assets subject to an
Authorised Disposal, until the six-month period in which said disposal falls. This component shall be
calculated by applying to the Initial Rent a conventional inflation rate equal to 2.5% on an annual basis for
the period starting from the date of execution of the Lease Agreement and the solar half-year in which the
Authorised Disposal is performed (included).
"Inflation Component" means the Inflationary Base from time to time majored, in correspondence with
the month of July, by a rate of 2.5% compounded on annual basis (applied to the sum of Inflationary Base
and Initial Rent) for all the half-year after that in which the Authorised Disposal occurred until the expiration
of the Lease Agreement.
“Initial Nominal Value of the Series B (Notes)” means € 130,000,000 as a whole.
“Initial Period” means the period of eighteen months and one day starting from the Issue Date.
“Initial Rent” means the portion of the overall rent (equal to €101,350,000.00) related to the Real Estate
Assets; the portion of the Initial Rent which can be attributed to each asset included within the Real Estate
Assets is specified in the table provided for under Schedule A of these Terms and Conditions.
“Intercreditor Agreement” means the agreement entered into on or about the Execution Date between
the Issuer, the Representative of the Noteholders, and the other Issuer Creditors for the purpose of governing
the criteria for the distribution and allocation of the proceeds of the Portfolio of Receivables, as well as a
series of restrictions concerning the methods for exercising the respective rights in the best interest of the
Securitisation.
“Interest Period” means any period of time starting from the 1st July (inclusive) and ending on 31
December (inclusive) of each year and any period of time starting from the 1st January (inclusive) and ending
on 30 June (inclusive) of each year, it being understood that: (i) the first Interest Period starts on the Issue
Date (inclusive) and ends on 30 June 2011 (inclusive); (ii) with reference to the year 2033, the first of the
relevant Interest Periods shall start on 1 January (inclusive) and end on 31 July (inclusive); (ii) with
reference to the year 2039, the first of the Interest Periods shall start on 1 January (inclusive) and end on 31
July 2039 (inclusive).
“Interest rate” means the interest rate related to each Series of Notes, as determined by the Calculation
Agent in accordance with Section 7.2 (Interest rate of the Notes ).
“Issue Date” means 22 December 2010.
“Issue Price” means 100% of the nominal value of the Notes on the Issue Date.
“Issuer” means Casaforte S.r.l.
"Issuer Creditors" means the Noteholders, the Issuer Creditors pursuant to the Transaction Documents
and any other person or entity which is creditor of the Issuer within the context of the Securitisation,
including the Representative of the Noteholders (in its own name and on its own behalf), the Assignor, the
Account Bank, the Paying Agent, the Calculation Agent, the Cash Manager, the Swap Counterparty, the
Servicer and the Corporate Servicer.
“Issuer Rights” means the Portfolio of Receivables and any other Issuer’s right vis-à-vis the Assignor, the
Debtor or third parties in the context of the securitisation of the Receivables.
"Issuer's Accounts" means the Collections Account, the English Accounts, the Payments Account, the
Expenses Account and any other bank account opened by the Issuer pursuant to the Transaction Documents
or in any case in relation to the Securitisation.
8
“Issuer's Corporate Capital Account” means the bank account opened by the Issuer for the purpose of
depositing the relevant share capital.
“Issuer's Partner” means Stichting Perimetro, a foundation under Dutch law with registered office in
Amsterdam, Claude Debussylaan 24, 1082MD.
“Italian Securitization Law” means Italian Law no. 130 dated 30 April 1999.
“Lease Agreements” means the lease agreements outstanding between the Consortium and the Tenants in
relation to the Real Estate Assets.
“Lender” means the Issuer as the assignee of Banca MPS in its capacity as the lender pursuant to the Loan
Agreement.
“Loan” means the loan of € 1,672,800,000 granted by Banca MPS (whose creditor position has been taken
by the Issuer pursuant to the Receivables Assignment Contract) to MPS Immobiliare (whose debtor position
has been taken by the Debtor as a consequence of the Contribution) pursuant to the Loan Agreement.
“Loan Agreement” means the Original Loan Agreement, as amended and supplemented by the
Supplementary Deed.
"Margin" means, in relation to Series A Notes, 1.05% per year.
“Material Event” has the meaning pursuant to the Loan Agreement.
“Maximum Repayable Amount” means the Actual Nominal Value of the Series B (Notes), decreased by
the payments in the increment account of the par value made by the Series B Noteholders in the eighteen
months prior to the relevant repayment date.
“Maximum Scheduled Repayment” means the maximum amount of principal repayable on the Series A
Notes and on the Series B Notes in accordance with the Scheduled Amortisation Profile on each Payment
Date until the Payment Date which falls on 31 July 2033; it is understood that, after said date, the maximum
amount repayable shall be equal to the sum of the principal not yet repaid.
“Maximum Theoretical Nominal Value of the Series B” means € 235,000,000 as a whole.
“Monte Titoli” means Monte Titoli S.p.A.
“Mortgage” means the first granted lien mortgage loan that guarantees the loan.
“MPS Capital Services” means MPS Capital Services Banca per le Imprese S.p.A.
“MPS Group” means the Monte dei Paschi di Siena Group, enrolled under No. 1030.6 of the Register of
Banking Groups held by the Bank of Italy in accordance with Section 13 of the Italian Banking Act.
“MPS Immobiliare” means MPS Immobiliare S.p.A.
“Noteholders” means, collectively, the holders of the Series A Notes, the Series B Notes and the Series Z
Notes.
“Notes” means, collectively, the Series A Notes, the Series B Notes and the Series Z Notes.
“Offered Notes” means the Series A Notes.
"Ordinary Available Funds” means, with regards to each Determination Date, the sum of the following
items (without duplication):
9
(a)
any and all sums credited to the Collections Account, the Principal Account, the Payments
Account, the Accumulation Account (after deduction of any sums deposited during the Initial
Period on the Accumulation Account in accordance with Section 6.2 (Use of Extraordinary
Available Funds before notification of an Enforcement Event) as well as the interest accrued
and payable on said sums, net of any tax allowances) and the Expenses Account;
(b)
any and all sums collected or in any case received by the Issuer in relation to the Receivables,
the Portfolio of Receivables and the other Issuer Rights as of the immediately preceding
Determination Date (included) and up to the Determination Date (excluded) on which the
Ordinary Available Funds are calculated (or, in relation to the first Determination Date, from
the Issue Date (included) to the first Determination Date (excluded), as well as any and all
sums which the Issuer expects to collect from the Swap Counterparty pursuant to the Swap
Agreement within the Payment Date,
with the exclusion of the Extraordinary Available Funds.
“Original Loan Agreement” means the mortgage loan agreement executed on 3 July 2009 between Banca
MPS and MPS Immobiliare.
“Payments Account” means the bank account opened by the Issuer at the Paying Agent for the purpose of
managing the payments to the Noteholders and to the other Issuer Creditors.
“Paying Agent” means BNP Paribas Securities Services, Milan branch, and each of its successors or
assignees pursuant to the Cash and Payment Management Agreement.
“Payment Date” means 30 June and 31 December of each year starting from 30 June 2011 (or, if this day is
not a Business Day, the immediately succeeding Business Day, unless said day falls in the following calendar
month in which case it shall refer to the Business Day immediately preceding). With reference to 2033 and to
2039, the Payment Dates shall fall on 31 July (instead of 30 June) and 31 December.
“Payments Report” means the report prepared by the Calculation Agent before each Payment Date.
“Placement Agent” means MPS Capital Services S.p.A.
“Placement Contracts” means the agreements entered into on or about the Execution Date between the
Issuer and MPS Capital Services S.p.A. for the purpose of placing the Series A Notes and the Series B Notes,
as well as for the purpose of underwriting the Series A Notes, the Series B Notes and the Series Z Notes
remained unsubscribed at the end of the placement period.
“Pledge Agreement” means the deed of pledge entered into on or about the Execution Date between the
Issuer, the Account Bank, the Paying Agent and the Representative of the Noteholders pursuant to which the
Issuer granted in favor of the Noteholders and of the other Issuer Creditors a pledge over the Issuer Accounts
(other than the English Accounts) and over the Issuer Rights.
“Portfolio of Receivables” means the Receivables and any guarantee and/or security interest accessory to
the Receivables, including, without limitation, the mortgage and assignment of the rents by way of security,
as well as the other claims, rights, powers or privileges accessory to the Receivables.
“Premium” means:
(a)
with reference to the Series B Notes and to be applied on the Ordinary Available Funds,
(i)
an amount equal to the difference, if positive, between the Ordinary Available Funds at a
Payment Date – starting from 31 July 2033 – and the amount of all payments due by the
10
Issuer in accordance with items from (i) to (x)(a) of the Priority of Payment pursuant to
Section 6.1; and
(ii)
an amount equal to the difference, if positive, between the Ordinary Available Funds at a
Payment Date – starting from 31 July 2033 – and the amount of all payments due by the
Issuer in accordance with items from (i) to (viii) of the Priority of Payment pursuant to
Section 6.4;
it being understood that the Premium may never exceed, as a whole, the maximum amount of
€15,500,000;
(b)
with reference to the Series Z Notes:
(i)
to be applied on the Ordinary Available Funds, an amount equal to the difference, if positive,
between Ordinary Available Funds on a given Payment Date and the amount of all the
payments due by the Issuer in accordance with the items from (i) to (x) of the Priority of
Payment pursuant to Section 6.1 (or of the items from (i) to (vi) of the Priority of Payment
pursuant to Section 6.3);
(ii)
to be applied on the Extraordinary Available Funds, an amount equal to the difference, if
positive, between the Extraordinary Available Funds at a given Payment Date and the
amount of all the payments due by the Issuer in accordance with the items from (i) to (iii) of
the Priority of Payment pursuant to Section 6.2; and
(iii)
to be applied on the Available Funds, an amount equal to the difference, if positive, between
the Available Funds at a given Payment Date and the amount of all the payments due by the
Issuer in accordance with the items from (i) to (xii) of the Priority of Payment pursuant to
Section 6.4;
it being understood that, with reference to the preceding paragraph (b)(i), the Premium attributable
on each Payment Date may never exceed the maximum amount calculated as follows: €2,500,000
multiplied by the ratio between Residual Rent and Initial Rent.
“Principal Account” means the bank account opened by the Issuer at the Cash Manager's London branch
for the purpose of depositing and investing the liquidity available on the other Issuer Accounts between a
Payment Date and the immediately succeeding Payment Date, as provided for by Cash and Payment
Management Agreement.
“Priority of Payment” means the priority of payments from time to time applicable according to Section
6.1 (of the Ordinary Available Funds before Notification of an Enforcement Event), Section 6.2 (Use of
Extraordinary Available Funds before notification of an Enforcement Event), Section 6.3 (Use of the
Available Funds after the repayment of the Series A Notes and of the Series B Notes) and Section 6.4 (Use of
the Available Funds after the Notification of an Enforcement Event).
“Prospectus” means the Prospectus prepared by the Issuer with reference to the Notes.
“Qualified Investments” means the deposit of cash with the Account Bank and with the Cash Manager.
“Quotation Day” means, with regards to each Interest Period starting from 30 June 2012, the immediately
preceding Determination Date.
“Rating Agency” means Fitch Ratings Ltd.
“Real Estate Assets” means the pool of real estate assets transferred by MPS Immobiliare to the debtor
within the context of the Contribution.
11
“Receivables” means all and any the monetary receivables and other rights deriving from the Loan.
“Receivables Assignment Agreement” means the assignment agreement entered into on or about the
Execution Date between the Assignor and the Issuer pursuant to which the Assignor transferred without
recourse (pro soluto) and as a pool (in blocco) to the Issuer the Receivables and the relevant Portfolio of
Receivables in accordance with Italian Law No. 130 dated 30 April 1999.
“Reference Rent” means the flow of rent related to any half-year period following the half-year period in
which the Authorised Disposal falls, associated with the asset interested by the Authorised Disposal, as
provided for by the Loan Agreement and/or by the Lease Agreements.
“Regulations 809” means Regulation 2004/809/EC of the Commission dated 29 April 2004.
“Relevant Jurisdiction” has the meaning established in Section 8.3 (Repayment for tax or legal reasons).
“Repayment Event” means one of the events listed under the Section 8.4 (Repayment for tax or legal
reasons).
“Repayment Notice” has the meaning established in Section 8.4 (Repayment for tax or legal reasons).
“Representative of the Noteholders” means KPMG Fides Servizi di Amministrazione S.p.A..
“Reserved Matters” has the meaning pursuant to Section 13.4 (Appointment and powers of the
Representative of the Noteholders).
“Residual Rent” means the difference between the Initial Rent and the portion of the Initial Rent
attributable to all and any assets from time to time interested by Authorised Disposals and no longer
included within the Real Estate Assets.
“Scheduled Amortisation Profile” means the Scheduled Amortisation Profile of the Series A Notes and
of the Series B Notes, as described under Scheduled B to these Terms and Conditions and as amended from
time to time in accordance with the provisions of Section 8.3 (Modification of the Scheduled Amortisation
Profile); before the Payment Date falling on 31 December 2014, this plan also includes the principal portion
to be deposited on the Accumulation Account in relation to the Series A Notes, as specified in the table below:
Accumulation Account Amortisation Plan
Values expressed in EUR
Date
Accumulation Account
Balance
31-Dec-10
30-Jun-11
31-Dec-11
30-Jun-12
31-Dec-12
30-Jun-13
31-Dec-13
30-Jun-14
67.141.281,08
63.017.616,58
111.236.839,95
159.202.673,44
195.143.278,89
230.682.440,92
265.851.069,71
300.604.764,90
"Securitisation" means the securitisation carried out by the Issuer through the purchase of the Receivables
and the issuance of the Notes.
“Security Interests” means, collectively, any and all the security interests backing the Loan, as better
described in the Loan Agreement.
12
“Series” means, as the case may be, the Series A Notes, the Series B Notes, the Series Z Notes or the
respective Noteholders.
“Series A Notes” means the Euro 1,536,640,000 Series A Asset Backed Notes bearing a Fixed Rate equal to
3.00% until 30 June 2012 and then bearing a Floating Rate due 30 June 2040.
“Series B Crystallisation Date” means the earlier of:
(i)
the date on which the Actual Nominal Value of the Series B (Notes) reaches the Maximum
Theoretical Nominal Value of the Series B (Notes); and
(ii)
the first Payment Date after the Payment Date on which the Series A Notes have been fully repaid in
accordance with the Priority of Payment;
“Series B Notes means the Euro 130,000,000 Series B Asset Backed Fixed Rate Notes with Incremental
Principal up to Euro 235,000,000 due 30 June 2040.
“Series Z Notes” means the Euro 3,000,000 Series Z Asset Backed Variable Premium Notes due 30 June
2040.
“Servicer” means Banca Monte dei Paschi di Siena S.p.A. and any of its successors or assignees pursuant to
the Servicing Agreement.
“Servicer Report” means the statement prepared by the Servicer prior to each Payment Date.
“Servicing Agreement” means the agreement entered into on or about the Execution Date between the
Issuer and the Servicer pursuant to which the Servicer was appointed for the collection of the Receivables
and the Portfolio of Receivables as well as the provision of certain cash and payment services, also for the
purposes of Section 2, paragraph 3(c) of Italian Law No. 130 dated 30 April 1999 and of the Bank of Italy
Communication dated 3 November 2003.
“SFP” means the hybrid instruments (strumenti finanziari partecipativi) which are to be issued within the
Issue Date by the Consortium pursuant to Section 2346, paragraph 6, of the Italian civil code against a cash
contribution according to the Consortium Articles of Association in force.
“Substitutive Tax” means the substitutive tax pursuant to Italian Decree 239/96.
“Supplementary Deed” means the addendum agreement executed at the time of the Execution Date
between Banca MPS and the Consortium (as successor of MPS Immobiliare in the capacity of Debtor)
amending and supplementing the Original Loan Agreement.
“Swap Agreement” means the interest rate swap agreement governed by English law entered into on or
about the Execution Date between the Issuer and Swap Counterparty, in order hedge certain financial risks of
the Issuer relative to the interest payments accrued on the Notes.
“Swap Counterparty” means Banca MPS and each his successors or assignees pursuant to the Swap
Agreement.
“Target Amount” means the Time-Discounted Value of the Rents.
“Tax” means any tax, tribute, duty or charge of similar nature imposed, drawn, collected or calculated by the
Republic of Italy or by any authority thereof, or any other authority having jurisdiction on fiscal matters, as
well as the interest and the sanctions consequential to the non- payment or late payment thereof.
“Tax Allowance” means a deduction or withheld funds related to Taxes.
13
“Tenants” means the lessees pursuant to the Lease Agreements related to the Real Estate Assets.
“Terms and Conditions” means these Terms and Conditions.
“Time-Discounted Value of the Rents” means the present value of the Reference Rent increased by the
inflation component with regards to each property subject to Authorised Disposal, and calculated in
correspondence with the rent payment date immediately after said Authorised Disposal by applying the
discount factor relative to each property.
“Transaction Documents” means the Loan Agreement, the Assignment Agreement, the Servicing
Agreement, the Corporate Services Agreement, the Cash and Payment Management Contract, the
Intercreditor Agreement, the Swap Agreement, the Pledge Agreement, the Deed of Charge and any other
agreement executed by the Issuer o or about the Issue Date for the successful outcome of the transaction.
2.2.
Attachments
The tables reported as Schedules, as modified from time to time, form substantial part of these Terms and
Conditions. With respect to Schedules A and C, the correspondence between each real estate asset and the
relevant identification code is contained in the table under Schedule D.
3.
FORM AND DENOMINATION
3.1.
Form of the Notes
The Notes are issued in dematerialised form and are held in such form on behalf of the Noteholders by
Monte Titoli S.p.A. through Authorised Intermediaries in accordance with the provisions of section 83-bis
and following sections of the Financial Consolidated Act and the relevant implementary measures, as
amended and supplemented from time to time. The transfer of the Notes as well as the constitution of any
lien or charge over them are governed by the aforesaid Decree. The Noteholders may not request the issuing
of any certificate or physical document representative of the Notes.
3.2.
Name
Any and all Notes are denominated in Euro.
Series A Notes
The Series A Notes are issued and fully paid upon issue for an aggregate amount of € 1,536,640,000
corresponding to 1,536,640 Notes with denominations of € 1,000.
Series B Notes
The Series B Notes are issued for a Maximum Theoretical Nominal Value up to € 235,000,000 (the
“Maximum Theoretical Nominal Value of the Series B (Notes)”) with a minimum denomination of
€250,000 or successive multiples of €1,000 (it being understood that transfers and/or subdivisions of notes
for units of amounts less than €250,000 shall not be allowed). At the time of the issue, the Series B Notes are
subscribed and paid only in part up to the amount of € 130,000,000 (the “Initial Nominal Value of the
Series B (Notes)”).
Following the issue, the Series B Noteholders shall pay to the Issuer additional sums for the increment of the
nominal value of the respective Series B Notes pro quota on the basis of the amount subscribed by each of
them up to the aggregate maximum nominal value of € 235,000,000 in accordance with the provisions of
Section 3.3 (Incremental Principal – Series B). The “Actual Nominal Value of the Series B (Notes)”
indicates the sum of the Initial Nominal Value of the Series B (Notes), plus any payments for the increment
14
of the relevant nominal value made by the Series B Noteholders on each Payment Date, net of any principal
amounts already repaid by the Issuer (if any).
Series Z Notes
The Series Z Notes are issued and entirely paid upon issue for an aggregate amount of € 3,000,000,
corresponding to 3,000 Notes with denomination of € 1,000. The Series Z Notes may only circulate together
with the SFP, once the latter have been issued by the Consortium.
3.3.
Incremental Principal – Series B Notes
On each Payment Date preceding the Payment Date on which the Series A Notes are entirely repaid
(inclusive), each Series B Noteholder shall pay to the Issuer an amount for the increment of the nominal
value of the Series B Notes determined as the product between:
(i)
the Actual Nominal Value of the Series B (Notes);
(ii)
2.94% per annum; and
(iii)
the number of days lapsing from the immediately preceding Payment Date (or, in the case of the first
Payment Date, from the Issue Date),
all on the conventional base of 360 days per year and 30 days per month, adjusted at the closest Euro cent.
The amount so determined and due to the Issuer on each Payment Date is hereinafter referred to as the
“Incremental Value of the Series B Notes”. The obligations of the Series B Noteholders to pay the
Incremental Value of the Series B Notes are several and each of the Series B Noteholders shall be obliged to
pay a portion of the Incremental Value of the Series B Notes proportional to the relevant Series B Notes and
to the duration of the relevant holding. The Issuer may (but is not obliged to) withhold the interest amounts
due to Series B Noteholders pursuant to Section 7.2.2, paragraph (b) below (Interest rate of the Notes)
allocating this amount to increment the nominal value of the Series B Notes and thereby extinguishing the
corresponding payment obligations of the Series B Noteholders. Should the Issuer not wish to avail itself of
this option, it shall be obliged to first consult with the Representative of the Noteholders whose opinion shall
be binding for the Issuer.
It is understood that the Actual Nominal Value of the Series B (Notes) may never exceed the Maximum
Theoretical Nominal Value of the Series B (Notes) (after deduction from the latter of the principal amount
already repaid by the Issuer (if any)) and no payment for the increment of the nominal value of the Series B
Notes may be required by the Issuer as from the first Payment Date following the full repayment of the Series
A Notes (inclusive).
4.
STATUS, PRIORITY AND SEGREGATION
4.1.
Status
The Notes constitute secured limited recourse obligations of the Issuer and, accordingly, the obligation of the
Issuer to make payments under the Notes is limited to the amounts received or recovered by the Issuer in
respect of the Portfolio of Receivables and the other Issuer Rights, which shall be applied in accordance with
the Priority of Payment provided for under Section 6 (Priority of Payment).
The Noteholders acknowledge that the limited recourse nature of the Notes produces the effects of a
“contratto aleatorio” and they accept the consequences thereof, including but not limited to the provisions
under Section 1469 of the Italian Civil Code.
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4.2.
Priority
Within each Series, the relevant Notes will rank pari passu without preference or priority amongst
themselves. As regard the principal repayment and within the limits provided for in these Terms and
Conditions, the Series A Notes will rank with priority over the Series B Notes and the Series Z Notes. The
Series B Notes will rank with priority over the Series Z Notes.
4.3.
Segregation
Pursuant to Italian Law and the Transaction Documents, the Issuer rights and the proceeds arising from the
Portfolio of Receivables and the other Issuer Rights shall be segregated from any and all of the other Issuer's
assets. Both before and pending a winding-up of the Issuer (if any), any and all assets included among the
segregated assets as well as any and all proceeds arising therefrom shall be applied to satisfy any obligation
undertaken by the Issuer with regard to the Noteholders and the other Issuer Creditors according to the
Priority of Payment set forth under the Section 6 (Priority of Payment).
The rights of the Noteholders and of the other Issuer Creditors are also guaranteed: (i) by an assignment by
way of security over the Issuer receivables vis-à-vis the Swap Counterparty pursuant to the Swap Agreement;
(ii) by a pledge on the Collections Account, the Extraordinary Collections Account, the Payments Account
and the Expenses Account, as provided for in the Pledge Agreement; and (iii) by an English law charge over
the English Accounts pursuant to the Deed of Charge. The enforcement and the application of the proceeds
deriving from the above security interests are governed by the Intercreditor Agreement.
5.
OBLIGATIONS OF THE ISSUER
5.1.
General commitments
Until all the Issuer's obligations in relation to the Notes have been fully satisfied, the Issuer may not, without
the prior written authorisation of the Representative of the Noteholders and in any case without prejudice to
what otherwise regulated by the Transaction Documents:
(a)
establish or allow the establishment or the existence of security interests or any other
encumbrance on the Issuer Rights, nor dispose, for any reason, of the Issuer Rights;
(b)
acquire a controlling stake nor a significant influence, pursuant to Section 2359 of the Italian
Civil Code, in any company, nor hire employees nor have secondary offices, and more
generally, perform activities that are not established in the Transaction Documents or in any
case, instrumental in order to implement the Securitisation;
(c)
take resolutions for the distribution of profits or the reduction of the share capital, without
prejudice to the cases in which it is expressly required by law;
(d)
take on financial indebtedness, regardless of its technical form or also provide security
interests for bonds of other parties, regardless of the nature;
(e)
execute mergers, spin-off, transformations, demergers or other extraordinary transactions;
(f)
allow that amendments be introduced to Transaction Documents of which it is a party or
such documents be rescinded, or that the obligations therein provided for be extinguished or
renounced; exercise the power to consent or waive, pursuant to the Transaction Documents
(including every right to consent or renounce according to the Portfolio of Receivables);
(g)
within the limits to which consent of the creditor party is necessary pursuant to the Loan
Agreement, allow that amendments to the Consortium and Loan Documents be introduced
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that could impair the interest of the Noteholders or of any other Creditor of the Issuer, or
that the obligations therein provided for be extinguished or renounced;
(h)
execute amendments of its Articles of Association or Articles of Incorporation that could
impair the interests of the Noteholders or of any other Creditor of the Issuer, without
prejudice to the case in which such amendments are required by the Italian law or by the
relevant regulatory authorities;
(i)
cease to comply with the statutory and/or regulatory formalities necessary to maintain its
status of company for the securitisation of receivables pursuant to Italian Law 130/99.
Against a request of the Issuer, the Representative of the Noteholders may determine whether or not to
provide its consent in pursuing the interests of the Noteholders and of the Issuer's other Creditors, according
to what is provided for in the Intercreditor Agreement and in the subsequent Section 13.4 (Appointment and
powers of the Representative of the Noteholders).
5.2.
Commitments concerning the Issuer's Accounts
Until all obligations relative to the Notes have been fully discharged, the Issuer pledges to not open bank
accounts other than the Issuer's Accounts and the Issuer's Corporate Capital Account, as well as to not
operate on and enable said accounts to be operated on according to the following provisions:
(i)
the sums from time to time accredited on the Collections Account and on the Extraordinary
Collections Account shall be transferred within the Business Day after the collection on the
Principal Account, under the care, respectively, of the Account Bank and of the Cash
Manager;
(ii)
the sums from time to time accredited on the Principal Account and on the Accumulation
Account may be used to make Qualified Investments by the Cash Manager;
(iii)
the proceeds arising from the Qualified Investments, if performed, must be promptly
accredited on the Principal Account (or on the Accumulation Account, depending upon the
origin of the invested funds), by the Cash Manager; in any case, the Qualified Investments, if
performed, must be paid, and the relevant income accredited on the Principal Account (or on
the Accumulation Account, depending upon the origin of the invested funds), at least three
Business Days prior to each Payment Date, by the Cash Manager;
(iv)
the sums from time to time accredited on the Principal Account, on the Accumulation
Account (net of the sums deposited during the Initial Period pursuant to Section 6.2 (Use of
Extraordinary Available Funds before notification of an Enforcement Event) and on the
Expenses Account must be transferred to the Payments Account at least two Business Days
before each Payment Date, and then used to make payments in the name of the Issuer
according to the Priority of Payment;
(v)
the sums from time to time accredited on the Expenses Account must be used for the payment
of any expenses and costs due by the Issuer and payable on a date other than a Payment Date;
the Expense Fund shall be subsequently replenished on each Payment Date from the Ordinary
Available Funds to the extent of the maximum amount of € 100,000;
(vi)
the sums deposited on the Accumulation Account during the Initial Period pursuant to
Section 6.2 (Use of Extraordinary Available Funds before notification of an Enforcement
Event) shall be used according to the provisions of said Section.
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6.
PRIORITY OF PAYMENT
6.1.
Use of the Ordinary Available Funds before Notification of an Enforcement Event
Unless the Issuer has received a Notification of an Enforcement Event, the Ordinary Available Funds - as
calculated on each Determination Date - shall be utilised by the Issuer, or on behalf of the latter, on the next
Payment Date to make the payments owed to the Noteholders and to the Issuer's other Creditors, according
to the Priority of Payment below:
(i)
for the payment, divided equally among each other and proportionally to the relative amount:
(a)
of the Fees and of every other cost or expense incurred to preserve the Issuer's status as
a company for the securitisation of receivables pursuant to the Law 130/99 (therein
including, as an example, any Notary Expenses or the remuneration owed to auditors);
(b)
of other costs incurred in relation to the Notes (therein including, as an example, the
costs incurred for any notifications to the Noteholders);
(c)
of any amount owed for any reason to any third party which is a creditor of the Issuer
(other than the Issuer's other Creditors) in relation to the Securitisation;
within the limits to which the Expense Fund credited on the Expenses Account has been
insufficient to cover said costs during the immediately preceding Interest Period;
(ii)
to credit the Expenses Account with the amount necessary to restore the Expense Fund to the
sum of €100,000;
(iii)
for the payment of all amounts owed to the Representative of the Noteholders for any reason
in relation to the Securitisation Documents and to the Securitisation;
(iv)
for the payment, divided equally among each other and proportionally to their relative
amount, of all sums due for any reason to the Agents, to the Servicer, to the Corporate
Servicer, to the Rating Agency pursuant to the Securitisation Documents;
(v)
amount, of the sums due for any reason to the Swap Counterparty according to the Swap
Agreement, except for any amounts which can be attributed to the Swap Counterparty that
may become due following the termination of the Swap Agreement;
(vi)
for the payment of all the sums due for interest on the Series A Notes;
(vii)
for the payment of all the sums due for interest on the Series B Notes;
(viii)
before the Payment Date which falls on 31 December 2014, for the deposit on the
Accumulation Account of an amount up to the limit established in the Scheduled
Amortisation Profile;
(ix)
starting from the Payment Date which falls on 31 December 2014:
(a)
(b)
for the principal repayment of the Series A Notes up to the extent of the Maximum
Scheduled Repayment; or also
for the principal repayment of the Series A Notes without limitations, in case of (a)
the voluntary prepayment of the Loan or also (b) the collection by the Issuer of an
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indemnity pursuant to the Transaction Documents (other than the Loan
Agreement);
(x)
6.2.
subsequent to the complete repayment of the Series A Notes:
(a)
for the principal repayment of the Series B Notes to the extent of the Maximum
Scheduled Repayment, it being understood that, until the date falling eighteen
months after the Series B Crystallisation Date Notes, the amount repaid from time to
time may never exceed the Maximum Repayable Amount; and subordinately
(b)
starting from the Payment Date which falls on 31 July 2033, for the Payment of the
Premium relative to the Series B Notes;
(xi)
for the Payment of the Premium relative to the Series Z Notes;
(xii)
for the payment - divided equally among each other and proportionally to their relative
amounts - of the sums due for any reason to the Swap Counterparty according to the Swap
Agreement, if said amounts are due following a termination of the Swap Agreement
attributable to the Swap Counterparty;
(xiii)
on the Final Maturity date, after the complete repayment of the Series A Notes and of the
Series B Notes, for the principal repayment of the Series Z Notes.
Use of Extraordinary Available Funds before notification of an Enforcement Event
Unless the Issuer has received Notification of an Enforcement Event, the Extraordinary Available Funds, as
calculated on each Determination Date, shall be utilised by the Issuer, or on behalf of the latter, on the next
Payment Date to make the payments owed to the Noteholders and to the Issuer's other Creditors according
to the Priority of Payment below:
(i)
(a)
for what is owed to the Swap Counterparty in connection with the reduction of the
notional amount of the Swap Agreement following a mandatory partial prepayment
of the Loan;
(b)
for the payment or the repayment of any Other Cost incurred or to be incurred by the
Issuer with respect to mandatory partial prepayment of the Loan;
(ii)
subsequent to the Initial Period, for the principal repayment of the Series A Notes;
(iii)
after the Initial Period and subsequent to the full repayment of the Series A Notes, for the
principal repayment of the Series B Notes, it being understood that - until the date falling
eighteen months after the Series B Crystallisation Date - the amount repaid from time to time
may not exceed the Maximum Repayable Amount; and
(iv)
it being understood that:
(a) with respect to the preceding item (iii) the amounts in excess of the Maximum Repayable
Amount shall be repaid on the first Payment Date after the date falling eighteen months after the
Series B Crystallisation Date Notes, respectively;
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(b) on each Payment Date, the amounts payable by the Issuer pursuant to the preceding items (ii)
and (iii) may never exceed the Target Amount calculated for that Payment Date;
(c) before the expiration of the Initial Period, the Extraordinary Available Funds - as determined
above up and to the limit of the Target Amount - shall be deposited on the Accumulation Account
and, on the first Payment Date after the expiration of the Initial Period, they shall be used to
initially repay the principal of the Series A Notes and subsequently the principal of the Series B
Notes.
6.3.
Use of the Available Funds after the repayment of the Series A Notes and of the Series
B Notes
As of the Payment Date falling on 31 July 2033 (exclusive) and provided that:
(a)
the Series A Notes and the Series B Notes have been fully repaid; and
(b)
the Issuer has not received a Notification of an Enforcement Event;
the Available Funds, as calculated on each Determination Date, shall be used by the Issuer, or on behalf of
the latter, on the next Payment Date to make the payments owed to Noteholders and to the Issuer's other
Creditors according to the Priority of Payment below:
(i)
(a)
a company for the securitisation of receivables pursuant to the Italian Law 130/99
(therein including, as an example, any Notary Expenses or the remuneration owed to
the auditors);
(b)
(c)
of any amount owed for any reason to any third party which a creditor of the Issuer
(ii)
sum of €100,000;
(iii)
(iv)
amount, of all sums owed for any reason to the Agents, the Servicer, the Corporate Servicer,
and the Rating Agency, according to the Securitisation Documents;
(v)
(vi)
for the principal repayment of the Series Z Notes;
it being understood that any residual amount shall finally be paid to the Series Z Noteholders as Premium.
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6.4.
Use of the Available Funds after Notification of an Enforcement Event
Unless the Issuer has received a Notification of an Enforcement Event from the Issuer, the Ordinary
Available Funds - as calculated on each Determination Date - shall be used by the Issuer, or on behalf of the
latter, on the next Payment Date to make the payments owed to the Noteholders and to the Issuer's other
Creditors according to the Priority of Payment below:
(i)
(a)
a company for the securitisation of receivables pursuant to the Italian Law 130/99
(therein including, as an example, any Notary Expenses or the remuneration owed to
auditors);
(b)
(c)
of any amount owed for any reason to any third party which is a creditor of the Issuer
(ii)
sum of €100,000;
(iii)
(iv)
amount, of all sums owed for any reason to the Agents, the Servicer, the Corporate Servicer,
and the Rating Agency, according to the Securitisation Documents;
(v)
amount, of the sums owed for any reason to the Swap Counterparty according to the Swap
Agreement, except for any amounts which can be attributed to the Swap Counterparty that
may become due following the termination of the Swap Agreement;
(vi)
amount, of all the sums due for interest on the Series A Notes;
(vii)
for the principal repayment of the Series A Notes up until the complete repayment thereof;
(viii)
amount, of all the sums due for interest on the Series B Notes;
(ix)
for the principal repayment of the Series B Notes, up until the complete repayment thereof,
and for the Payment of the Premium relative to the Series B Notes;
(x)
amount, of all the sums due for interest on the Series Z Notes;
(xi)
amount, of the sums owed for any reason to the Swap Counterparty according to the Swap
21
Agreement, if such amounts are due following a termination of the Swap Agreement
attributable to the Swap Counterparty;
(xii)
after the complete repayment of the Series A Notes and of the Series B Notes, for the principal
repayment of the Series Z Notes, up until complete repayment thereof;
it being understood that any residual amount shall finally be paid to the Series Z Noteholders as Premium.
6.5.
Payments Report
Within each Determination Date the Calculation Agent shall arrange a Payments Report indicating:
(i)
the amount of the Available Funds on that Determination Date, inclusive of the payments owed
to Issuer by the Swap Counterparty within the Payment Date;
(ii)
the detail of the amounts due by the Issuer on the next Payment Date according to the Priority of
Payment applicable each time.
The Payments Report must be sent without delay to the Issuer, the Representative of the Noteholders, the
Rating Agency, the Arrangers, and the Paying Agent, according to the provisions of the Cash and Payment
Management Agreement.
7.
INTEREST
7.1.
Payment Dates and Interest Periods
Interests accrue on the Notes starting from the Issue Date (inclusive) and are payable in Euro on semiannual maturity dates postponed in relation to each Interest Period, on 30 June and on 31 December every
year starting from 30 June 2011 (or also, if this day is not a Business Day, the Business Day immediately
after, unless this day falls in the next calendar month, in which case it shall refer to the Business Day
immediately preceding ) (each, a "Payment Date"). With respect to 2033 and to 2039, the Payment Dates
shall fall on 31 July (instead of 30 June) and the 31 December.
Interests shall be calculated in proportion to the number of days actually lapsed and on the conventional base
of 360 days per year and 30 days per month, rounding to the closest Euro cent.
7.2.
Interest Rate of the Notes
The interest rate relative to each Series of Notes with the exception of the Series Z Notes (the "Interest
Rate") shall be determined by the Calculation Agent on the Fixing Date immediately prior to each Interest
Period. The Interest Rate will be, for each Interest Period:
7.2.1.
with respect to the Series A Notes, equal to 3.00% per year up until 30 June 2012 (inclusive)
and, then, equal to the sum of the Base Rate as recorded from time to time and of the
Margin;
7.2.2.
with respect to the Series B Notes, until the Payment Date on which the Series A Notes are
fully repaid (inclusive):
(a)
for a portion corresponding only to the Initial Nominal Value of the Series B Notes,
equal to 7.41% per year; and
(b)
for a portion corresponding to the whole Actual Nominal Value of the Series B Notes,
equal to 2.94% per year;
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7.2.3.
with respect to the Series B Notes, starting from the Payment Date on which the Series A
Notes are fully repaid (exclusive), equal to 2.94% per year (calculated on the Actual Nominal
Value of the Series B Notes).
On each Payment Date, the Issuer shall withhold the accrued interests pursuant to Section 7.2.2, paragraph
(b), ascribing them as increase of the nominal value of the Series B Notes, as established by the preceding
Section 3.3 (Incremental Principal – Series B).
7.3.
Premium to the holders of the Series B Notes
The holders of the Series B Notes shall be recognised a Premium to be paid through the Ordinary Funds, as
established in the corresponding Priority of Payment.
7.4.
Premium to the holders of the Series Z Notes
The holders of the Series Z Notes shall be exclusively recognised a Premium to be paid through the
Extraordinary Available Funds and a Premium to be paid through the Ordinary Available Funds, as
established by the respective Priority of Payment.
7.5.
Determination of the Interest Rates and calculation of the interests to be paid
On each Determination Date, the Calculation Agent shall determine and notify to the Issuer, Monte Titoli
and the Representative of the Noteholders:
7.5.1.
starting from 30 June 2012, the applicable Interest Rate during the next Interest Period with
respect to the Series A Notes; and
7.5.2.
the amount of the interest payable in relation to the Series A Notes and to the Series B Notes
on the Payment Date immediately subsequent;
7.5.3.
the possible Premium to be paid in relation to the Series A Notes and to the Series B Notes
on the Payment Date immediately subsequent.
The Issuer shall ensure that this data are published without delay pursuant to Section 14 (Communications).
7.6.
Disturbing events
In the case of Disturbing Events which forbid the publication or the measurement of the Base Rate, the
Calculation Agent may set a substitute value based on the quotations requested to five leading market
operators identified on its discretion. In the event that the requested quotation is provided by more than
three market operators, then the Calculation Agent will exclude, for the purpose of substitute value
calculations, the highest quotation and lowest quotation and the substitute value will be given by the
arithmetic average of the residual quotations. If the quotation requested is provided by three or less leading
market operators, the substitute value shall be determined as the arithmetic average of all the quotations
provided, without excluding the highest and the lowest.
If during the life of the Notes:
(i)
the Banking Federation of the European Union (the “Sponsor”) ceases or suspends for any
reason the calculation and the publication of the value of the 6-Month Euribor rate, and such
value is calculated and published by a party other than the Sponsor, the Calculation Agent shall
refer to this calculation and this publication, and the term “Sponsor” shall therefore be
understood to refer to this different party starting from the date of replacement;
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(ii)
the Base Rate is replaced by a different rate which, in the reasonable opinion of the Calculation
Agent, is determined by using a similar formula or a similar calculation method, the Calculation
Agent will refer to this new rate and it will be understood that the term “Base Rate” will refer to
it;
(iii)
the Sponsor makes a significant modification in the formula or method used for calculating the
Base Rate, the Calculation Agent will have the option to use - under its own reasonable discretion
and according to the prevailing market practice - a rate determined and calculated by the
Calculation Agent itself using the formula or the calculation methods that are applicable before
the modification; in this case, the term “Base Rate” shall be understood to refer to the rate as
determined and calculated by the Calculation Agent.
The Issuer shall ensure that these Disturbing Events, as well as the measures consequentially undertaken, are
published without delay and according to Section 14 (Communications).
7.7.
Determination or calculation by the Representative of the Noteholders
Should the Calculation Agent fail to make the determinations and the calculations as of the preceding Section
7.5 (Determination of the Interest Rate and calculation of the interests to be paid), the Representative of the
Noteholders shall arrange to do so at the expense and under the responsibility of the Issuer.
7.8.
Binding nature of the communication
All surveys, determinations and calculations made according to this Section 7 (interest) are understood to be
final and binding, with the exception for the event of evident mistake. Except for the event of malice or gross
negligence by the Calculation Agent, the Issuer or the Representative of the Noteholders will not incur any
responsibility in relation to the Noteholders with regards to said surveys, determinations, and calculations.
7.9.
Agents
The Issuer shall ensure that, until the Notes have been full extinguished or repaid, at every moment there is
an Account Bank, a Calculation Agent, a Paying Agent and a Cash Manager. If one of the appointed subjects
can not or does not wish to continue to perform its assignment, the Issuer must appoint as substitute a bank
whose appointment had already been approved in writing by the Representative of the Noteholders
beforehand. In case of renunciation, the Account Bank, the Calculation Agent, the Paying Agent or the Cash
Manager shall nevertheless provide their respective services until the appointment of a substitute, which
must be approved in writing by the Representative of the Noteholders. The appointment of any substitute
must be published via notice pursuant to Section 14 (Communications).
8.
REPAYMENT, PURCHASE AND CANCELLATION
8.1.
Final repayment
Without prejudice to what is provided for by Section 4.1 (Nature), the Issuer must repay the Notes at their
par value on the Payment Date of 31 June 2040 (the "Final Maturity Date").
The Issuer may not repay any Series of the Notes before the corresponding Final Maturity Date, not even in
part, if not within the limits provided for by the Sections 8.2 (Repayment in accordance with the Scheduled
Amortisation Profile) and 8.3 (Repayment for tax or legal reasons). Nevertheless, the Notes shall become
immediately repayable upon the occurrence of an Enforcement Event in accordance with what is established
in Section 12 (Enforcement Events).
Since the Notes are financial instruments with limited recourse, their effective repayment depends on the
Available Funds which the Issuer has on the Payment Date; these Available Funds will depend upon how
24
much was collected or in any case received in relation to the Receivables, to the Portfolio of Receivables and
to the other Issuer Rights. Only as an example and based on the initial estimates, the Expected Maturity Date
is 31 December 2030 as regards the Series A Notes, 31 July 2033 as regards the Series B Notes and the Final
Maturity Date as regards the Series Z Notes.
If the Available Funds are insufficient to repay the Notes according to the Priority of Payment, the amounts
due and not paid shall remain due until the Cancellation Date as established by these Terms and Conditions
of the Notes.
It is understood that, with respect to the Series B Notes, in all cases of prepayment establishes by these
Terms and Conditions of the Notes, the amount repaid will have to be ascribed to the payments made by the
holders of the Series B Notes on the earliest date.
8.2.
Repayment according to the Scheduled Amortisation Profile
Starting from the Amortisation Date and before the Notification of an Enforcement Event, the Series A Notes
and the Series B Notes will be subject to a partial repayment on each Payment Date, according to the
Scheduled Amortisation Profile and pursuant to the Priority of Payment. The Scheduled Amortisation Profile
also indicates the portion of principal subject to continuous deposit on the Accumulation Account in relation
to the Series A Notes before the Payment Date falling on 31 December 2014.
The Series Z Notes shall instead be repaid in a lump sum on the Final Maturity Date, according to the
Priority of Payment.
The Series A Notes and the Series B Notes will be repaid within the limits of the Maximum Scheduled
Repayment on each Payment Date, provided that on the corresponding Payment Date there are sufficient
Available Funds which are useable for repayment according to the Priority of Payment. It is however
understood that, in the event of a voluntary prepayment of the Loan following a refinancing, the principal of
the Series A Notes may be repaid without limitations, starting from the Payment Date falling on 31 December
2014.
The Noteholders acknowledge that – since the notes are limited recourse financial instruments - the
Maximum Scheduled Repayment indicates only the repayment cap estimated in good faith by the Issuer for
each Payment Date, without any guarantee that the Issuer will actually have sufficient Available Funds on
that date to perform a repayment of at least that amount. It is, however, understood that the repayment of
principal will be only due and payable each time within the limits of the Available Funds, even though for an
amount less than the Maximum Scheduled Repayment. Whenever there are no sufficient Available Funds on
a Payment Date, the difference between the amount actually repaid and the Maximum Scheduled Repayment
shall not be due and payable and no interests, compensatory consideration or default interests shall accrue
on this sum. This sum shall be paid on the next Payment Date according to the Scheduled Amortisation
Profile (as updated if necessary), provided that there are sufficient Available Funds.
The Noteholders acknowledge that the Scheduled Amortisation Profile may be subject to amendments and
updates according to the provision of the following Section 8.3 (Modification of the Scheduled Amortisation
Profile), upon the occurrence of certain unpredictable events outside of the Issuer's sphere of control.
The Calculation Agent shall determine the Available Funds and the possible amount of principal repayable
for each Note on each Payment Date, providing notification pursuant to the following Section 8.5
(Determination of the principal payments).
The Scheduled Amortisation Profile, as anticipated on the Issue Date, is indicated in the attachment to these
Terms and Conditions of the Notes under letter “B.”
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8.3.
Modification of the Scheduled Amortisation Profile
The Calculation Agent shall have the duty to redefine the Scheduled Amortisation Profile in the event of
occurrence of one of the following events:
(i)
the Issuer receives proceeds (a) for a Repayment of the Loan or (b) for the collection of
indemnities by the Issuer pursuant to the Transaction Documents;
(ii)
the principal for the Notes is not repaid on a Payment Date or it is repaid by a degree lower than
the Maximum Scheduled Repayment for that date because of the lack of sufficient Available
Funds;
(iii)
there has been a variation in the estimated costs of the transaction by an amount greater than
€50,000 on an annual basis, those costs representing costs having priority over the interest
payments due in relation to the Notes.
In the event of occurrence of one of these events, the Issuer, the Representative of the Noteholders and/or
the Servicer must, without delay, request that the Calculation Agent redefines the Scheduled Amortisation
Profile. The Calculation Agent must notify the Issuer, the Representative of the Noteholders and the Servicer
of the new Scheduled Amortisation Profile within 15 days after such request. The new Amortisation Profile
shall come into force and be effective starting from the next Payment Date. The Issuer shall ensure that the
new Scheduled Amortisation Profile is promptly announced by the Servicer with the most proper form of
publicity agreed upon with the Representative of the Noteholders.
The redefinition of the Scheduled Amortisation Profile shall be performed by the Calculation Agent according
to Section 6.2 (Use of Extraordinary Available Funds before notification of an Enforcement Event) based on
the cash flow available at the time of the reference Payment Date.
The Calculation Agent shall cooperate with the Agent Bank in order to evaluate potential amendments to the
Amortisation Profile whenever it is necessary for the purpose of the Loan Agreement. The Issuer henceforth
authorises the Calculation Agent to provide the Agent Bank with all the information useful for this purpose.
8.4.
Repayment for tax or legal reasons
In the event of occurrence of one of the following events due to a legislative amendment or in the
understanding or in the implementation of the law subsequent to the Issue Date, but provided that the Initial
Period has already lapsed (each a "Repayment Event"):
(i)
the segregated assets of the Issuer become unconditionally subject to Taxes before the
Securitisation has concluded;
(ii)
the Issuer (or someone on its behalf) must (subsequent to a legislative amendment or in the
understanding or in the implementation of the law subsequent to the Issue Date) apply a Tax
Allowance on any sum due for principal or interests on any Series of Notes (with the
exception of the Substitute Tax);
(iii)
it is or becomes an offence for the Issuer to discharge its material obligations undertaken in
relation to the Notes or Transaction Documents to which it is a party; or also
(iv)
the Debtor must apply a Tax Allowance on any payment due by the same Debtor with respect
to the Receivables;
the Issuer - having provided not more than 150 and not less than 30 days of advance notice (the
"Repayment Notice") in writing to the Representative of the Noteholders and to the Noteholders, pursuant
to Section 14 (Communications) - may then repay, in all and not in part, the Notes at their residual par value,
26
together with the accrued interests, on the immediately following Payment Date, provided that the Issuer had
previously (i) submitted a certificate signed by the Issuer's Legal Representative in which it declares that the
Issuer is authorised to make such repayment and containing a representation in which it provides evidence
that the conditions precedent to the Issuers right to exercise the repayment have occurred; (ii) delivered a
legal opinion to the Representative of the Noteholders (in the form and in the substance deemed acceptable
by the Representative of the Noteholders) on the effect of the relative Repayment Event; and (iii) ensured the
Representative of the Noteholders and had submitted proofs deemed acceptable by the Representative of the
Noteholders of the fact that the Issuer has the necessary funds, unobstructed of any encumbrance in favor of
third parties, to discharge its obligations.
Should the Issuer becomes subject to taxation in a jurisdiction other than Italian jurisdiction (the “Relevant
Jurisdiction ”), the references to the Republic of Italy must be understood to be inclusive of the Republic of
Italy itself and of every Relevant Jurisdiction.
8.5.
Determination of the principal payments
On each Determination Date the Calculation Agent must calculate, on behalf of the Issuer:
8.5.1.
any principal amount payable on the Notes on the Payment Date immediately subsequent, as well as
any amount to be deposited on the Accumulation Account; and
8.5.2.
the residual par value of the Notes on such Payment Date, after deducting the principal repayment to
be made.
This determination shall be irrevocable for the Issuer and binding in relation to all the parties of the
Transaction Documents, with the exception for the event of evident mistake. The amounts thereby calculated
shall be communicated by the Calculation Agent - within the second Business Day before each Payment Date
- to the Issuer, the Representative of the Noteholders, Monte Titoli and the Paying Agent. Should the
Calculation Agent not arrange for the determination or the communication of said amounts, the
Representative of the Noteholders may proceed, replacing the Calculation Agent, at the expense and in the
interest of the Issuer.
8.6.
No purchase by the Issuer
The Issuer may neither subscribe nor purchase any Note.
8.7.
Cancellation
The Notes entirely repaid by the Issuer shall be definitively cancelled and extinguished.
9.
PAYMENTS
9.1.
Payment of principal and interests
All payments relative to the Notes shall be made through Monte Titoli, according to the applicable rules and
tax provisions from time to time applicable.
9.2.
Payments on Business Days
Should the date agreed upon for an any payment not be a Business Day, such payment will not be payable
until the Business Day immediately subsequent. The Noteholders shall have no claim for any interest,
penalty or consideration following the deferment of the payment due to said circumstance.
27
10.
TAXES
All payments relative to the Notes shall be made without any Tax Allowance, save that this Tax Allowance is
compulsory by law. Neither the Issuer nor any other person shall be obliged to pay the Noteholders any
Additional Amount with regards to Tax Allowances that are possibly applicable.
On the Issue Date, the interest payments relative to the Notes are subject to the Substitute Tax in the cases
and under the conditions pursuant to Italian Decree 239/96.
Should the repayment of the Notes occur before eighteen months have lapsed since the Issue Date (or, with
respect to the payments made by the holders of the Series B Notes in relation to the Incremental Value of the
Series B Notes, since the date on which said payment is made), a sum equal to 20% shall be due by the Issuer
on the interests and on the other proceeds accrued in relation to the Notes until the time of the prepayment.
11.
STATUTE OF LIMITATIONS
The rights in relation to the Issuer for payments relative to the principal of the Notes expire after 10 years
have elapsed. The rights in relation to the Issuer for payments relative to the interests of the Notes expire
after 5 years have elapsed.
12.
ENFORCEMENT EVENTS
Upon the occurrence of any one of the following events (each, an "Enforcement Event"):
(1)
the Issuer does not discharge its obligation to pay the interests on the Notes on the Payment
Dates or also to repay the principal on the Final Maturity Date, and this default is not
remedied within the next 5 Business Days;
(2)
the Issuer does not discharge any other of its obligations deriving from the Terms and
Conditions of the Notes or from the Transaction Documents (other than the obligations
mentioned in the preceding item (1) and this default, by the unquestionable judgment of the
Representative of the Notes or subsequent to a resolution of the Noteholders' meeting, is: (a)
essentially detrimental to the interest of the Noteholders and (b) not remediable, or also
remediable however not remediated within the term of 30 days after the date on which said
default had been challenged to the Issuer (or the longer term if granted to the Issuer by the
Representative of the Noteholders);
(3)
any of the Representations provided by the Issuer in any Transaction Document turns out to
be incorrect or misleading in any way at the time at which was made or at the time at which it
is assumed to have been made, and this circumstance, by the unquestionable judgment of the
Representative of the Notes or subsequent to a resolution of the Noteholders' meeting, is: (a)
essentially detrimental to the interest of the Noteholders and (b) not remediable, or also
remediable however not remediated within the term of 30 days after the date on which said
circumstance had been contested to the Issuer (or the longer term if granted to the Issuer by
the Representative of the Noteholders);
(4)
any bankruptcy proceedings is opened against the Issuer, or a relevant application is
submitted (provided that, by unquestionable judgment of the Representative of the
Noteholders, such application is not challenged by the Issuer in good faith and with a
reasonable expectation of success);
(5)
a resolution having for its subject matter the dissolution or the placement into liquidation of
the Issuer is included on the agenda or in any case taken;
28
(6)
an event of default causing termination of the agreement, withdrawal or forfeiture of timelimit occurs pursuant to the Loan Agreement and, as a consequence of this circumstance, the
Loan becomes immediately collectable;
the Representative of the Noteholders may (and must, if requested by the Noteholders' meeting) send a
written notification to the Issuer declaring the occurrence of an Enforcement Event (the "Notification of
an Enforcement Event"). As an effect of such communication, the Notes shall become immediately
collectable at their nominal value along with accrued and unpaid interests and every other sum owed to the
Noteholders. All the payments due by the Issuer must be made according to the Priority of Payment as of
Section 6.4 (Use of the Available Funds after the notification of an Enforcement Event).
Following the delivery of the Notification of an Enforcement Event the Representative of the Noteholders
may (and must, if requested by the Noteholders' meeting) undertake each action which is opportune to
protect the rights of the Noteholders. Individual actions of the Noteholders are precluded, save for those
expressly authorized by the most recent meeting thereof.
13.
ORGANIZATION OF THE NOTEHOLDERS AND AMENDMENTS TO THE TERMS AND
CONDITIONS OF THE NOTES
13.1.
Noteholders' Meeting
Since they own the Notes, the Noteholders form an organization having the purpose of coordinating the
exercise of their respective rights and protecting their interests against the Issuer.
The general meeting of the Noteholders resolves:
(i)
on the appointment and revocation of the Representative of the Noteholders;
(ii)
on the amendments to these Terms and Conditions of the Notes;
(iii)
on any authorisations requested by the Issuer departing from the commitments as of Section 5
(Obligations of the Issuer);
(iv)
on every matter expressly relegated to the its jurisdiction in the Transaction Documents; and
(v)
on others matters of common interest to the Noteholders.
With the exception of what is established by the this Section 13, the provisions concerning the Issuer’s
extraordinary shareholders' meeting apply to the Noteholders' meeting , in so far as compatible.
The Representative of the Noteholders has the right to call, or request the call, of a separate meeting for each
Series of Notes, if the matters to be dealt with entail an actual or potential conflict of interest, or for only one
or more Series, if the matters are not of common interest to the others Series. In the event of conflict, the
decisions of the holders of the Series A Notes shall prevail or, if Series A Notes do not exist, those of the
holders of Series B Notes.
The general meeting shall be convened in the place and at the time designated or approved by the
Representative of the Noteholders. The notice may convene the general meeting both for the first and the
second call, on the same day as well.
13.2.
Quorum of the general meeting and validity of the resolutions
A quorum is reached:
29
(i)
on the first call, with the participation of as many Noteholders who represent more than half of
the principal amount of the Notes that are issued and not extinguished (of one or of all the Series
concerned, as the case may be);
(ii)
on the second call, with the participation of as many Noteholders who represent more than one
third of the principal amount of the Notes that are issued and not extinguished (of one or of all
the Series concerned, as the case may be);
and resolves in any case by absolute majority vote of the capital represented in the meeting, it being
understood that - for the resolutions listed below - the favorable vote of the holders who represent half of the
principal amount of the Notes that are issued and not extinguished (of one or of all the Series concerned, as
the case may be) is necessary, even in the second call:
(i)
deferment of the Final Maturity Date or of a Payment Date;
(ii)
total or partial waiver of any monetary claim of the Noteholders against the Issuer, for principal,
interests or other appurtenances;
(iii)
reduction of the Interest Rate or of the Premium;
(iv)
amendments to this list.
13.3.
Individual actions
Any individual actions started by the Noteholders to protect their respective rights and interest must be
previously communicated to the Representative of the Noteholders.
The Noteholders may not undertake any individual action if such action is incompatible with the resolutions
of the general meeting or with the provisions of the Intercreditor Agreement.
13.4.
Appointment and powers of the Representative of the Noteholders
The Representative of the Noteholders shall have the power to consent to – for and on behalf of the
Noteholders - to amendments, derogations or waivers relative to these Terms and Conditions of the Notes, to
the Securitisation Documents or to the Consortium and the Loan Documents (within the limit that, for such
purpose, the Issuer's consent is required in its capacity as Lender) without needing to convene a special
Noteholders' meeting, provided that such amendments, derogations or waivers:
(a)
are formal in nature or have the purpose of remedying a material mistake; or also
(b)
according to the reasonable opinion of the Representative of the Noteholders, they do not
substantially prejudice the interest of the Noteholders (or also the only Series of Notes to which said
amendments or waivers refer).
It is moreover understood that:
(i)
without prejudice to the following paragraph (ii) no modification, derogation or waiver may be
granted whensoever the Rating Agency, consulted by the Representative of the Noteholders if
necessary, had confirmed that such amendment, derogation or waiver will have a negative impact on
the rating of the Series A Notes; if instead the Agency has not expressed an opinion on the matter, the
Representative of the Noteholders shall act according to its reasonable opinion pursuant to the
provision of the preceding paragraph (b) ;
(ii)
the Representative of the Noteholders shall be obliged to call a meeting of the Noteholders to resolve
on requests having as their subject matter one of following matters (the “Reserved Matters”):
30
(i)
to authorise the Consortium to perform various divestiture transactions on the Real Estate
Assets through an Authorised Disposal, unless such transactions have a value less than
€500,000 on an individual basis and €1,000,000 on overall annual basis (in such case the
Representative of the Noteholders shall have the option, though not the obligation, to call a
meeting of the Noteholders);
(ii)
to authorize the Consortium to agree upon an amendment, a waiver or a derogation to the Lease
Agreements which entails a reduction of the overall amount of the rents or of the accessory
pecuniary obligations undertaken by the Tenants, or also a deferment of their payment;
(iii)
to authorize an amendment, a waiver or a derogation to the Loan Agreement or to the contracts
defining the Security Interests which entail a reduction of the Issuer's claims pursuant to the
Loan Agreement, or also a deferral of their payment;
(iv)
to declare the occurrence of a default event causing the termination of the agreement, the
withdrawal or the loss of the benefit of the time-limit pursuant to the Loan Agreement and to
levy execution on the Security Interests (without prejudice to the Representative of the
Noteholders’ power to implement emergency initiatives);
(v)
any other matters identified as Reserved Matters for the Noteholders' meeting.
Without prejudice to the above, the Representative of the Noteholders nevertheless retains the right to call
the Noteholders' meeting whenever it recognizes the need for the purpose of making amendments,
derogations or waivers thereto in relation to the Transaction Documents and/or to the Consortium and Loan
Documents which, in the opinion of the Representative of the Noteholders, cause harm to the credit claims of
the Noteholders.
Through the subscription and the subsequent purchase of the Notes each holder accepts the appointment of
the Representative of the Noteholders as its legitimate representative and accepts third parties be bound by
the Transaction Documents executed thereby for and on behalf of the Noteholders. The Noteholders benefit,
are subject to and are deemed to be knowledgeable of the provisions of the Securitisation Documents
applicable to them, therein including the Intercreditor Agreement.
The Representative of the Noteholders identified at the time of the issue according to the Subscription
Agreement is KPMG Fides Servizi di Amministrazione S.p.A. The Representative of the Noteholders may be
selected outside the Noteholders and artificial persons may also be appointed. The Issuer's directors,
auditors and employees, and those under the conditions indicated in Section 2399 of the Italian Civil Code
cannot be appointed, and if appointed, fall from office.
13.5.
Intercreditor Agreement
The Intercreditor Agreement contains additional provisions relative to the protection of the interests of the
Noteholders and of the Issuer's other Creditors, in relation to the Notes and to the Transaction Documents.
13.6.
Duties and rights of the Representative of the Noteholders
The Representative of the Noteholders must execute the resolutions of the Noteholders' meeting and protect
the common interest of the latter in transactions with the Issuer. It has the right to participate in the Issuer's
shareholders' meeting. To protect the common interest, it is vested to act as legal representative of the
Noteholders in any proceedings, including bankruptcy.
Pursuant to the Intercreditor Agreement, the Representative of the Noteholders has also been charged with
the task to protect the common interests of all the Issuer Creditors in transactions with the Issuer, in and out
of court: in order resolve any conflicts between the Noteholders and the various classes of Issuer Creditors,
31
the Representative of the Noteholders is authorised to give preference to the interest of that category from
time tio time of higher priority according to the Priority of Payment.
In the interest of the Noteholders and of the Issuer's other Creditors, the Issuer shall pay the Representative
of the Noteholders a remuneration as of the Issue Date as agreed upon in the Intercreditor Agreement,
according to the Priority of Payment. The Representative of the Noteholders also has the right to obtain from
the Issuer the repayment of all the expenses incurred in the exercise of its mandate.
Other provisions regarding the rights and duties of the Representative of the Noteholders - including the
right for compensation for any charge, cost or expense incurred in the exercise of its mandate, as well as the
circumstances under which a limitation of liability for the Representative of the Noteholders in relation to
the Noteholders is in effect in the performance of its mandate - are contained in the Intercreditor Agreement
and in the other Transaction Documents.
14.
NOTIFICATIONS
The notifications relative to the Notes shall be published on the website of the Placement Agent and/or of the
Servicer, as well as according to any other method agreed upon by the Representative of the Noteholders and
the Issuer pursuant to the market practice (including, by way of a mere example, through the publication on
a daily newspaper having national circulation).
15.
GOVERNING LAW
The Notes and the Terms and Conditions of the Notes are governed by Italian law. Every dispute concerning
the Notes or the Terms and Conditions of the Notes shall be referred to the exclusive jurisdiction of the court
of Siena.
16.
ATTACHMENTS
These terms and Conditions of the Notes are supplemented by Attachment A (Initial Rent: aggregate and
individual figures per property ), by Attachment B (Scheduled Amortisation Profile on the Issue Date), by
Attachment C (Discount Factor for each property ) and by Attachment D (Real estate code table).
32
ATTACHMENT A – Initial Rent: AGGREGATE AND INDIVIDUAL FIGURES PER PROPERTY
Property number
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46
47
48
49
Property code number
5
40224
40276
40339
40142
1390
10524
70001
181
72
1006
640
70002
92
1395
1602
40
10707
1565
11385
182
15
1582
45
50
11386
1165
40126
17
375
1156
70004
70242
183
655
1450
40259
590
70212
98
40024
40263
645
70187
1
11289
11388
11387
40021
33
Rent
67.364,44
80.332,37
1.136.138,31
22.254,81
18.808,51
23.939,67
1.198,83
82.664,18
8.974,27
51.391,32
92.252,58
32.440,23
20.029,65
125.691,67
24.594,33
256.536,13
17.533,56
164.958,38
119.157,71
25.790,34
30.991,93
14.884,57
32.138,59
499.989,03
68.810,94
7.281,69
51.997,64
52.503,34
116.104,93
70.838,87
74.810,25
42.528,29
267.118,11
75.588,56
28.930,41
19.131,65
38.390,24
67.817,04
49.379,23
65.119,92
62.735,14
197.801,35
27.123,00
31.846,77
180.421,42
1.162.406,03
163.013,07
86.387,26
98.938,54
Property number
50
51
52
53
54
55
56
57
58
59
60
61
62
63
64
65
66
67
68
69
70
71
72
73
74
75
76
77
78
79
80
81
82
83
84
85
86
87
88
89
90
91
92
93
94
95
96
97
98
99
100
101
365
70226
184
10288
40094
40132
100
70200
70231
70190
105
110
115
371
40030
40049
40287
40306
40359
186
270
40231
1592
40229
1585
40293
11391
710
40184
23
780
750
1170
70010
593
70011
10202
960
70012
10605
70014
187
188
189
1420
1425
70016
40150
1110
70237
940
1060
34
Rent
39.418,58
143.124,68
15.139,37
260.576,03
135.022,20
48.510,43
16.334,26
39.733,09
31.325,77
53.584,76
720.283,24
82.856,27
108.306,55
7.983,09
47.921,08
73.542,49
14.558,15
439.620,32
14.410,49
8.853,09
70.175,38
35.501,69
16.252,20
18.584,70
24.453,04
483.899,76
221.520,17
24.197,04
273.545,86
29.584,90
16.082,57
25.010,79
41.028,87
34.145,77
168.754,50
17.502,90
38.434,25
12.952,01
21.499,93
254.592,37
59.357,95
25.475,25
23.267,31
68.984,86
141.404,54
54.788,33
45.023,49
24.745,70
95.845,76
202.943,94
53.597,95
88.486,70
Property number
102
103
104
105
106
107
108
109
110
111
112
113
114
115
116
117
118
119
120
121
122
123
124
125
126
127
128
129
130
131
132
133
134
135
136
137
138
139
140
141
142
143
144
145
146
147
148
149
150
151
152
153
141
192
5145
206
40045
11123
660
70164
70247
10287
40069
40084
40089
135
70188
70209
70082
140
70249
40175
965
975
70129
70021
70098
11269
200
70032
490
40034
20
40247
40241
70147
211
220
255
70219
268
521
1175
70023
40250
5352
650
65
850
415
425
40029
11208
162
35
Rent
102.782,75
16.424,69
23.019,98
210.755,70
41.237,42
44.535,00
62.227,23
37.740,20
31.376,40
20.130,39
11.860,46
80.696,29
193.501,14
72.217,04
2.948,43
241.135,07
131.208,59
113.810,70
24.714,65
12.862,13
44.739,22
51.389,23
34.892,09
46.266,33
37.381,72
280.472,34
19.420,33
92.269,09
19.580,98
29.131,42
53.119,27
111.596,52
28.289,60
11.536,80
19.452,91
143.792,74
12.750,83
62.890,58
20.588,05
117.014,44
31.304,59
36.136,56
29.250,39
37.823,53
45.650,88
89.178,96
65.164,83
170.049,51
29.582,60
96.312,40
19.573,08
41.383,36
Property number
154
155
156
157
158
159
160
161
162
163
164
165
166
167
168
169
170
171
172
173
174
175
176
177
178
179
180
181
182
183
184
185
186
187
188
189
190
191
192
193
194
195
196
197
198
199
200
201
202
203
204
205
102
212
520
40127
485
70026
10001
230
70028
40258
594
61
755
1180
1525
430
40055
1569
202
70234
70216
55
440
210
70177
70246
70029
40320
40037
142
40297
40343
40007
60
70
10286
40198
40248
40083
171
10289
261
40197
27
240
70033
1262
40280
64
11393
216
121
36
Rent
189.994,32
47.916,77
210.542,73
45.500,73
76.463,34
114.587,86
40.377,16
120.075,21
118.411,13
67.506,14
89.008,22
39.824,44
34.455,49
20.582,27
138.575,69
10.332,37
27.736,65
19.891,28
290.248,96
85.308,60
132.266,98
33.657,90
17.446,72
416.407,28
100.534,98
8.653,26
19.926,81
45.562,22
31.051,40
69.546,51
76.418,83
7.536,18
52.109,18
24.375,71
49.736,25
56.428,36
24.253,59
14.187,44
51.896,39
19.572,71
38.961,95
16.198,94
81.390,68
337.398,75
35.844,33
205.736,61
35.393,15
27.565,45
26.408,38
21.425,74
39.293,62
68.537,97
Property number
206
207
208
209
210
211
212
213
214
215
216
217
218
219
220
221
222
223
224
225
226
227
228
229
230
231
232
233
234
235
236
237
238
239
240
241
242
243
244
245
246
247
248
249
250
251
252
253
254
255
256
257
217
70031
800
70035
52
56
275
280
285
290
305
310
315
320
345
1131
1315
1601
70039
70040
70045
70046
70049
70059
70060
70064
70068
70168
70169
70173
70178
70181
70184
70186
70217
70241
98012
70047
70054
70067
70096
1007
11394
370
385
70070
1568
70213
167
70071
81
1190
37
Rent
23.787,98
25.615,10
78.385,64
71.014,85
20.343,97
113.260,00
1.835.082,57
147.870,21
36.473,95
85.151,17
136.891,86
66.249,01
100.104,06
41.247,43
56.029,46
10.748,04
61.544,82
218.307,35
234.335,72
82.540,47
64.657,13
225.441,92
173.786,90
91.373,57
31.403,20
56.083,00
70.324,83
144.347,24
131.695,42
103.875,64
2.114.490,45
297.190,33
160.954,04
102.005,20
3.338.656,96
53.632,10
445.977,21
145.095,03
115.697,47
140.001,50
5.031,96
278.680,15
87.720,02
286.298,60
143.741,31
78.967,49
365.536,01
150.463,20
139.734,80
152.771,89
65.138,56
29.632,99
Property number
258
259
260
261
262
263
264
265
266
267
268
269
270
271
272
273
274
275
276
277
278
279
280
281
282
283
284
285
286
287
288
289
290
291
292
293
294
295
296
297
298
299
300
301
302
303
304
305
306
307
308
309
11395
11126
247
70013
40194
29
90
400
107
70244
40043
10994
70201
70072
435
70192
70214
221
73
70076
785
82
661
256
258
259
262
263
1000
70240
1480
790
70233
460
11305
11369
11372
11396
11397
66
222
475
480
10971
70078
70230
70163
70196
1495
620
70175
70191
38
Rent
211.859,69
61.216,61
18.798,49
9.291,37
16.976,84
506.783,02
31.952,39
86.232,42
50.192,60
16.030,42
38.908,51
20.046,88
20.511,35
34.225,16
577.624,04
391.148,96
163.657,99
17.450,26
105.756,53
57.221,56
36.183,18
27.635,57
90.978,98
75.021,61
19.288,45
11.564,42
19.804,46
22.620,21
51.709,39
43.436,78
84.384,06
11.092,06
77.274,77
384.479,79
20.727,62
48.393,35
1.381.788,74
391.136,83
108.078,70
154.338,67
47.026,85
261.827,39
54.673,00
28.236,64
76.559,81
27.448,86
324.417,44
86.433,72
16.179,38
608.267,67
341.742,58
104.514,40
Property number
310
311
312
313
314
315
316
317
318
319
320
321
322
323
324
325
326
327
328
329
330
331
332
333
334
335
336
337
338
339
340
341
342
343
344
345
346
347
348
349
350
351
352
353
354
355
356
357
358
359
360
361
625
70081
1570
70245
40217
40196
855
820
40296
530
196
40115
40165
40179
40226
40380
40314
40345
40116
40291
1050
1055
40151
870
70225
11127
665
70084
67
70085
97
40062
134
11128
99
101
109
685
690
695
725
726
1510
1605
11270
40013
40264
96
224
40141
358
40164
39
Rent
59.436,39
235.511,28
16.918,96
13.635,19
53.896,70
72.454,34
38.934,59
13.329,83
18.830,91
15.819,84
84.798,43
45.318,91
112.596,71
1.398.414,60
860.110,05
19.757,48
28.475,71
42.811,38
26.615,59
22.222,00
13.411,05
43.414,54
37.889,99
31.422,92
45.126,11
29.129,53
237.338,53
173.165,67
42.164,45
34.376,34
12.818,85
29.718,15
21.813,10
16.522,17
30.273,73
369.842,30
118.202,48
167.828,76
104.382,42
66.865,80
1.326.615,09
466.497,05
1.997.510,23
589.854,72
672.545,21
994.815,80
137.274,81
35.065,29
13.996,80
72.942,88
33.221,17
188.395,41
Property number
362
363
364
365
366
367
368
369
370
371
372
373
374
375
376
377
378
379
380
381
382
383
384
385
386
387
388
389
390
391
392
393
394
395
396
397
398
399
400
401
402
403
404
405
406
407
408
409
410
411
412
413
10278
10532
227
70088
1195
1220
70090
815
825
80
1583
730
1604
356
70091
180
295
1205
395
260
106
765
70087
70092
265
1608
40285
40272
40148
70097
39
89
113
116
560
565
570
11398
228
229
257
836
282
40006
11400
1590
68
810
1490
70099
1405
40026
40
Rent
36.051,97
74.423,75
34.573,97
69.569,79
52.073,89
36.671,68
39.048,63
32.911,27
75.910,64
26.833,59
28.260,86
228.826,28
98.569,77
43.258,11
36.780,38
48.453,09
39.771,16
45.008,15
8.709,99
43.341,34
49.854,24
161.969,77
20.713,48
107.342,72
29.234,56
343.341,97
18.489,71
53.954,63
13.671,64
12.873,79
528.048,44
1.458.162,94
151.786,79
331.829,81
68.101,47
102.409,61
73.112,83
66.925,84
21.461,61
24.014,15
9.073,08
50.725,43
143.237,19
52.433,02
29.807,38
19.099,80
40.271,86
133.126,19
93.367,89
116.675,64
49.806,85
46.760,84
Property number
414
415
416
417
418
419
420
421
422
423
424
425
426
427
428
429
430
431
432
433
434
435
436
437
438
439
440
441
442
443
444
445
446
447
448
449
450
451
452
453
454
455
456
457
458
459
460
461
462
463
464
465
203
10261
970
232
233
234
236
237
875
860
94
70100
70101
840
885
890
1607
70222
70223
70224
70228
70134
11271
59
70102
5341
25
70069
70103
670
85
925
70203
126
945
10624
70238
72045
70107
70215
990
1005
70207
156
416
40193
461
11272
70185
70112
40278
495
41
Rent
111.208,90
63.298,88
16.986,37
170.287,41
72.685,63
34.535,06
42.119,68
47.862,32
36.265,45
29.042,16
44.707,77
24.230,62
29.402,32
206.504,76
599.654,55
70.666,04
126.248,35
16.848,75
28.039,37
56.902,92
331.668,06
23.079,66
472.989,68
102.672,26
43.203,08
57.329,64
33.698,10
178.010,95
110.698,05
215.883,73
19.681,13
401.002,85
148.255,53
53.088,53
285.968,14
17.272,75
207.788,33
32.596,06
271.898,87
58.911,35
512.230,20
104.398,23
96.906,22
94.885,90
28.403,08
16.511,08
47.289,18
405.364,76
259.349,44
72.710,10
35.914,98
16.985,79
Property number
466
467
468
469
470
471
472
473
474
475
476
477
478
479
480
481
482
483
484
485
486
487
488
489
490
491
492
493
494
495
496
497
498
499
500
501
502
503
504
505
506
507
508
509
510
511
512
513
514
515
516
517
71891
585
40064
70113
335
70114
70117
980
70118
40113
95
70120
1574
130
176
11401
40153
1045
40172
580
1080
11273
70176
70221
70170
70124
11402
70125
112
40246
10284
40201
11129
11278
910
241
1468
40052
5265
132
1587
40139
40270
40305
40365
40156
40183
242
243
70166
5910
40211
42
Rent
123.927,57
125.653,74
8.810,98
72.756,76
79.904,15
95.362,12
47.865,73
100.924,83
159.775,71
23.182,10
49.392,28
48.054,48
90.582,49
39.727,33
66.652,71
21.888,91
123.608,55
172.281,42
41.812,48
100.794,62
70.826,01
744.594,91
100.321,63
124.652,00
109.579,41
27.955,59
16.873,79
65.049,66
85.023,85
14.441,47
55.011,12
74.332,51
21.690,54
25.572,52
38.805,64
20.992,23
185.134,83
13.733,87
21.502,02
96.769,49
136.843,43
33.571,41
326.048,39
78.597,67
237.774,68
15.128,88
128.183,24
33.518,10
14.907,13
33.354,03
34.954,33
26.671,80
Property number
518
519
520
521
522
523
524
525
526
527
528
529
530
531
532
533
534
535
536
537
538
539
540
541
542
543
544
545
546
547
548
549
550
551
552
553
554
555
556
557
558
559
560
561
562
563
564
565
566
567
568
569
1455
40063
1411
70126
40027
40206
44
1125
1130
1135
1140
1150
1155
1485
1561
10204
11274
72145
70251
40051
40111
605
610
691
70015
40025
40315
70195
470
40166
10706
500
505
1541
10955
70248
40146
111
325
70027
70128
11404
455
40309
40283
1030
70130
70131
955
985
40138
70133
43
Rent
159.976,94
70.093,48
28.842,60
19.575,51
47.806,37
16.953,11
92.574,61
4.133.180,43
154.002,21
146.632,87
184.996,13
67.986,79
93.859,31
463.626,21
191.316,43
110.954,12
77.892,58
150.524,72
194.800,64
10.933,03
17.219,50
45.234,91
85.398,47
26.448,22
56.145,69
59.500,00
176.779,17
45.958,82
48.409,29
14.955,95
66.893,83
162.297,25
450.232,28
79.280,85
47.147,38
14.221,67
44.174,42
14.491,51
53.062,68
25.025,39
51.800,82
32.811,10
38.230,94
15.387,15
26.887,63
103.585,21
57.753,50
109.274,08
23.626,84
32.122,72
42.350,40
19.073,54
Property number
570
571
572
573
574
575
576
577
578
579
580
581
582
583
584
585
586
587
588
589
590
591
592
593
594
595
596
597
598
599
600
601
602
603
604
605
606
607
608
609
610
611
612
613
614
615
616
617
618
619
620
621
40154
70194
201
1215
930
11403
70206
70232
70137
76
190
145
271
149
62
70055
70138
47
70236
40312
826
40117
675
680
40189
244
70020
340
70139
40109
2
6
746
1225
1235
1240
1310
1335
1375
1465
1486
1603
2622
11290
11431
70143
70208
8205
1115
70145
895
905
44
Rent
34.617,56
35.460,37
89.245,70
49.713,49
102.600,88
15.042,44
66.086,11
315.239,89
28.590,68
109.033,16
39.943,59
94.321,90
22.593,17
75.313,02
106.123,50
79.730,47
24.062,39
15.727,49
54.923,40
8.400,48
62.709,87
78.450,52
84.048,98
27.964,71
45.118,86
13.442,92
42.210,53
178.258,98
193.496,12
50.539,27
3.530.681,56
117.993,84
696.566,88
72.228,68
550.358,75
533.430,35
617.957,58
4.069.746,68
220.716,14
340.247,42
43.316,01
610.717,95
620.094,98
336.642,32
325.320,81
453.919,27
184.069,97
3.790.281,08
61.856,34
47.703,06
54.332,01
44.260,21
Property number
622
623
624
625
626
627
628
629
630
631
632
633
634
635
636
637
638
639
640
641
642
643
644
645
646
647
648
649
650
651
652
653
654
655
656
657
658
659
660
661
662
663
664
665
666
667
668
669
670
671
672
673
70104
11130
246
835
1210
380
161
11407
40093
935
40185
69
10301
11408
1445
1530
1385
53
70148
70167
321
1466
1460
152
915
11409
1261
40088
865
195
70227
251
70150
36
70151
10279
93
117
1317
40096
3
11288
40072
40288
123
1410
1505
70154
70155
70156
515
70158
45
Rent
44.535,25
14.520,14
16.787,92
19.955,40
23.112,46
58.643,35
47.086,29
24.358,97
22.153,52
22.017,08
223.212,25
110.022,13
74.026,60
380.278,22
30.524,66
306.407,85
68.339,83
24.830,22
48.469,74
16.860,28
116.289,66
168.854,65
861.347,05
33.251,87
58.565,33
71.608,93
57.207,49
99.361,10
16.934,94
120.437,17
49.916,51
23.476,99
30.820,20
169.001,62
27.507,52
73.015,02
33.384,72
269.865,32
114.859,24
26.459,86
288.847,54
269.671,12
20.270,40
88.862,05
75.888,71
363.016,24
59.323,20
66.110,46
17.845,52
43.026,03
40.318,06
21.907,92
Property number
674
675
676
677
678
679
680
681
682
683
40090
131
70159
40254
40114
54
71
40035
615
40053
46
Rent
104.627,18
23.840,24
31.688,15
22.466,56
178.854,38
236.424,44
53.594,71
30.277,17
63.032,34
84.859,35
ATTACHMENT B – SCHEDULED AMORTISATION PROFILE ON THE ISSUE DATE
Payment
Date
Reference Notional
Amount for Series A
Series A Repayment
Reference Notional
Amount for Series B
Series B Repayment
30-Jun-11
1.536.640.000
-
132.006.550
-
31-Dec-11
1.536.640.000
-
133.947.046
-
30-Jun-12
1.536.640.000
-
135.916.068
-
31-Dec-12
1.536.640.000
-
137.914.034
-
30-Jun-13
1.536.640.000
-
139.941.370
-
31-Dec-13
1.536.640.000
-
141.998.509
-
30-Jun-14
1.536.640.000
-
144.085.887
-
31-Dec-14
1.536.640.000
334.983.312
146.203.949
-
30-Jun-15
1.201.656.688
37.675.309
148.353.147
-
31-Dec-15
1.163.981.379
37.733.173
150.533.938
-
30-Jun-16
1.126.248.206
37.782.741
152.746.787
-
31-Dec-16
1.088.465.466
37.842.937
154.992.165
-
30-Jun-17
1.050.622.529
37.895.089
157.270.550
-
31-Dec-17
1.012.727.439
37.957.730
159.582.427
-
30-Jun-18
974.769.709
38.012.578
161.928.289
-
31-Dec-18
936.757.132
38.077.779
164.308.635
-
30-Jun-19
898.679.353
38.135.443
166.723.971
-
31-Dec-19
860.543.910
38.203.327
169.174.814
-
30-Jun-20
822.340.583
38.263.932
171.661.684
-
31-Dec-20
784.076.651
38.334.626
174.185.110
-
30-Jun-21
745.742.025
38.398.301
176.745.631
-
31-Dec-21
707.343.724
38.471.938
179.343.792
-
30-Jun-22
668.871.785
38.538.819
181.980.146
-
31-Dec-22
630.332.966
38.615.539
184.655.254
-
30-Jun-23
591.717.427
38.685.771
187.369.686
-
31-Dec-23
553.031.656
38.765.720
190.124.021
-
30-Jun-24
514.265.936
38.839.448
192.918.844
-
31-Dec-24
475.426.488
38.922.778
195.754.751
-
30-Jun-25
436.503.710
39.000.161
198.632.346
-
31-Dec-25
397.503.549
39.087.032
201.552.241
-
30-Jun-26
358.416.517
39.168.232
204.515.059
-
31-Dec-26
319.248.285
39.258.810
207.521.431
-
30-Jun-27
279.989.475
39.343.997
210.571.996
-
31-Dec-27
240.645.479
39.438.457
213.667.404
-
30-Jun-28
201.207.022
39.527.809
216.808.315
-
31-Dec-28
161.679.213
39.626.334
219.995.397
-
30-Jun-29
122.052.879
39.720.038
223.229.329
-
31-Dec-29
82.332.841
39.822.818
226.510.800
30-Jun-30
42.510.022
39.921.069
229.840.509
-
31-Dec-30
2.588.954
2.588.954
233.219.165
37.439.350
30-Jun-31
-
-
195.779.814
41.220.904
31-Dec-31
-
-
154.558.910
41.028.773
30-Jun-32
-
-
113.530.138
40.827.346
31-Dec-32
-
-
72.702.792
40.629.326
31-Jul-33
-
-
32.073.466
32.073.466
47
ATTACHMENT C – DISCOUNT FACTOR FOR EACH PROPERTY
PROPERTY CODE
5
40224
40276
40339
40142
1390
10524
70001
181
72
1006
640
70002
92
1395
1602
40
10707
1565
11385
182
15
1582
45
50
11386
1165
40126
17
375
1156
70004
70242
183
655
1450
40259
590
70212
98
40024
40263
645
70187
1
11289
11388
11387
40021
365
70226
184
10288
40094
40132
100
70200
70231
70190
105
110
115
371
40030
40049
40287
40306
40359
discount factor
6,2991813%
5,8878186%
7,5809047%
5,4506072%
5,7963994%
6,4246306%
6,4410374%
6,4258298%
6,5339896%
5,8579990%
5,8019122%
5,4968891%
6,1274865%
5,9959796%
6,3000193%
5,8242950%
4,9929342%
5,3283992%
6,4101037%
6,7001155%
6,6210684%
6,1708906%
6,4905867%
5,7304940%
5,7322261%
6,4786586%
6,1139479%
6,2404886%
5,9285310%
6,3627788%
6,6943535%
5,7074776%
6,3026866%
6,5485850%
6,0023543%
5,8750519%
5,9744743%
6,3407889%
6,1817625%
6,7158458%
5,8290610%
5,7771280%
6,3637790%
6,4565524%
5,9189770%
6,0676292%
5,8545491%
6,3723525%
5,6226256%
6,1362907%
6,0455117%
6,3941452%
5,4885814%
5,4679808%
5,8419135%
4,8328456%
6,3189170%
6,2813470%
6,2828752%
5,4246446%
5,4125401%
5,3140596%
5,6111303%
5,7160422%
5,3656664%
5,3247139%
5,1897505%
5,2224728%
48
PROPERTY CODE
186
270
40231
1592
40229
1585
40293
11391
710
40184
23
780
750
1170
70010
593
70011
10202
960
70012
10605
70014
187
188
189
1420
1425
70016
40150
1110
70237
940
1060
141
192
5145
206
40045
11123
660
70164
70247
10287
40069
40084
40089
135
70188
70209
70082
140
70249
40175
965
975
70129
70021
70098
11269
200
70032
490
40034
20
40247
40241
70147
211
220
255
70219
268
521
discount factor
6,7767224%
6,0970643%
6,0125467%
6,0618010%
5,8701089%
6,4838627%
5,3926900%
6,3650295%
5,8425203%
5,6250456%
6,3481143%
4,3070921%
6,1615053%
6,2352642%
6,1172780%
5,8810046%
6,6518191%
6,3047817%
6,1499342%
6,2786648%
6,1235109%
5,2851626%
6,3038543%
6,3479736%
6,3089976%
5,7715431%
6,2512949%
4,9415472%
6,1014053%
6,0658297%
6,1503860%
6,0681728%
5,9034100%
6,0344461%
6,4129069%
6,5541741%
7,2828540%
6,0228983%
6,5911213%
6,3468537%
6,3373247%
6,2774631%
5,7142469%
5,7910940%
6,0753986%
5,8544269%
5,8743414%
6,3795051%
5,7009843%
6,0162178%
5,9605226%
6,2187174%
5,8815309%
6,3970259%
4,9602440%
6,2884781%
6,2583551%
5,9962150%
5,9443244%
5,9657827%
5,9853402%
6,1168370%
6,0527876%
5,9746113%
5,8065751%
5,9228536%
6,4904693%
6,3144568%
6,0498932%
6,3929561%
6,2588754%
6,7517540%
6,6366413%
49
PROPERTY CODE
1175
70023
40250
5352
650
65
850
415
425
40029
11208
162
102
212
520
40127
485
70026
10001
230
70028
40258
594
61
755
1180
1525
430
40055
1569
202
70234
70216
55
440
210
70177
70246
70029
40320
40037
142
40297
40343
40007
60
70
10286
40198
40248
40083
171
10289
261
40197
27
240
70033
1262
40280
64
11393
216
121
217
70031
800
70035
52
56
275
280
285
discount factor
6,1495295%
5,9512970%
5,9655216%
5,2306840%
6,1739007%
6,1196956%
6,0575417%
5,3547373%
5,8292916%
6,0240784%
6,1784264%
6,6201887%
5,9335503%
6,0247687%
6,1834875%
6,2103853%
4,7258696%
6,1092266%
6,2752905%
6,1721656%
6,1992404%
5,9591857%
5,6681320%
5,8457801%
6,2881026%
6,1594591%
5,9461805%
6,3605025%
5,6540713%
6,0230520%
6,0123798%
6,5446547%
6,1633477%
6,1560258%
6,1212918%
6,0801098%
6,3174340%
6,3748059%
6,2354079%
6,0970965%
5,7247522%
5,6929317%
6,0323164%
5,6372544%
5,9178039%
5,4978547%
5,8862439%
5,4588053%
5,8666536%
6,0653499%
6,0444453%
6,1452368%
5,9338418%
6,7700115%
5,6021258%
5,8446804%
5,5472866%
5,7445803%
6,5355763%
5,7873103%
6,0823414%
6,6830412%
6,6277400%
5,7443485%
6,7007521%
6,0821721%
6,1661825%
6,1037758%
5,2174851%
5,6674805%
5,4356334%
5,6500193%
5,5291083%
50
PROPERTY CODE
290
305
310
315
320
345
1131
1315
1601
70039
70040
70045
70046
70049
70059
70060
70064
70068
70168
70169
70173
70178
70181
70184
70186
70217
70241
98012
70047
70054
70067
70096
1007
11394
370
385
70070
1568
70213
167
70071
81
1190
11395
11126
247
70013
40194
29
90
400
107
70244
40043
10994
70201
70072
435
70192
70214
221
73
70076
785
82
661
256
258
259
262
263
1000
70240
discount factor
5,5506471%
5,3064254%
5,5924532%
5,5220816%
5,5089310%
5,2852556%
5,3639838%
5,5360463%
5,4988238%
5,2421191%
5,4228529%
5,5161223%
5,2613536%
5,2333084%
5,4382029%
5,6666413%
5,7337412%
5,7294253%
5,4893807%
5,5439940%
5,7187131%
5,6680056%
5,5101535%
5,8182082%
5,7976148%
6,7788443%
5,4510948%
5,2890322%
5,4893300%
5,6602266%
5,8516422%
6,0199365%
6,0192707%
6,2018541%
6,2293401%
6,1305788%
6,4031568%
5,7993600%
6,2848458%
5,8363435%
6,1532834%
5,9181365%
5,9095410%
6,5393063%
6,5877834%
6,1583248%
5,9695771%
6,1335608%
5,3997907%
5,4337606%
5,4265007%
6,5150651%
6,1559764%
6,1309966%
5,9155527%
6,0920092%
6,0482410%
5,7010731%
5,5923179%
6,0643801%
6,5799150%
6,0044548%
6,2771812%
5,9994492%
6,1548021%
5,9967539%
5,8243302%
6,5005568%
6,2847492%
6,4030018%
6,3671920%
6,4740673%
6,1443689%
51
PROPERTY CODE
1480
790
70233
460
11305
11369
11372
11396
11397
66
222
475
480
10971
70078
70230
70163
70196
1495
620
70175
70191
625
70081
1570
70245
40217
40196
855
820
40296
530
196
40115
40165
40179
40226
40380
40314
40345
40116
40291
1050
1055
40151
870
70225
11127
665
70084
67
70085
97
40062
134
11128
99
101
109
685
690
695
725
726
1510
1605
11270
40013
40264
96
224
40141
358
discount factor
6,1247256%
6,1325166%
6,2581959%
5,7001492%
5,9862521%
6,2353352%
6,2683216%
6,0306618%
6,2502697%
5,2790818%
6,6934058%
5,7148173%
5,8465007%
5,7082370%
5,8311906%
5,9913632%
5,6523517%
5,6201652%
6,2533757%
5,4647490%
5,6403211%
5,8344993%
5,7835004%
5,0605461%
6,2894711%
6,3968542%
5,7554361%
6,0910127%
6,3222840%
5,9665403%
5,9400889%
6,2616554%
6,7572775%
5,5034640%
5,2728513%
5,1378480%
5,4678616%
5,4936597%
5,9469387%
5,1899043%
5,9728864%
5,8942869%
5,8435699%
5,9202489%
6,1544022%
6,3986948%
6,3697836%
6,3190076%
5,7941326%
6,0100552%
6,4451316%
6,1129484%
6,5555391%
5,7527456%
6,4940378%
6,5583608%
6,2181231%
6,0480067%
5,5038330%
4,7833446%
5,1242331%
5,0445607%
4,6760842%
5,2823952%
4,7921690%
5,3536597%
5,5003819%
4,6000549%
2,4172863%
6,5132365%
6,6277811%
5,9180936%
6,6783151%
52
PROPERTY CODE
40164
10278
10532
227
70088
1195
1220
70090
815
825
80
1583
730
1604
356
70091
180
295
1205
395
260
106
765
70087
70092
265
1608
40285
40272
40148
70097
39
89
113
116
560
565
570
11398
228
229
257
836
282
40006
11400
1590
68
810
1490
70099
1405
40026
203
10261
970
232
233
234
236
237
875
860
94
70100
70101
840
885
890
1607
70222
70223
70224
discount factor
5,4585215%
5,9442791%
5,5968061%
6,5777567%
6,5051481%
6,0313085%
5,9322938%
5,9089753%
5,8840963%
5,7755116%
6,3731989%
6,4864442%
6,2887707%
6,5456721%
6,1011520%
5,8952078%
5,9836611%
6,1322692%
6,0960737%
6,0685661%
6,1509743%
6,1263320%
6,0419104%
6,1949405%
6,0291961%
5,5645397%
5,6514129%
5,7511392%
5,8004245%
5,9512785%
6,1362222%
5,8999959%
5,8854714%
5,9522024%
5,7097605%
6,0600111%
6,1269775%
6,0717079%
6,5801099%
6,4141670%
6,4297232%
6,5756360%
6,6969302%
5,3072986%
6,0303095%
6,7506316%
6,5729532%
6,1991724%
5,9672281%
6,0068277%
5,8303401%
5,6200764%
5,9700879%
6,6969940%
5,0552604%
6,2156501%
6,3385168%
5,9156522%
6,2176022%
6,4338061%
5,9341982%
6,3263348%
6,1972210%
6,7262635%
6,4975378%
6,3499394%
5,3288510%
5,5605683%
5,6425044%
5,9274831%
5,4419407%
6,0086080%
6,0487589%
53
PROPERTY CODE
70228
70134
11271
59
70102
5341
25
70069
70103
670
85
925
70203
126
945
10624
70238
72045
70107
70215
990
1005
70207
156
416
40193
461
11272
70185
70112
40278
495
71891
585
40064
70113
335
70114
70117
980
70118
40113
95
70120
1574
130
176
11401
40153
1045
40172
580
1080
11273
70176
70221
70170
70124
11402
70125
112
40246
10284
40201
11129
11278
910
241
1468
40052
5265
132
1587
discount factor
5,5235544%
6,0114196%
5,6465623%
6,3320544%
6,2827751%
5,8203122%
6,1494163%
5,7936820%
5,8335856%
5,7050183%
6,2364039%
6,1994633%
6,3673553%
5,7591555%
5,6394258%
5,8360335%
5,8202186%
5,5455729%
5,3308424%
5,6617370%
5,5160365%
6,2855163%
5,9448424%
5,7848951%
6,3272408%
5,8439377%
6,2929633%
6,0957143%
6,2577483%
6,2347993%
6,0270140%
6,3312146%
5,8842358%
6,5732834%
4,2836651%
6,0993990%
6,2205711%
6,2010613%
6,0136536%
5,9619942%
6,0018775%
5,8683446%
6,2108257%
6,2153187%
5,5231360%
5,6981024%
5,5123213%
6,2864676%
6,1431393%
6,0262010%
5,9250215%
6,6475293%
5,9864905%
5,6224754%
5,8627298%
5,8947137%
6,1625841%
6,3232538%
6,6610095%
6,3788560%
6,4293942%
5,7288817%
5,9103212%
6,1929443%
6,1013368%
6,0399285%
6,1363176%
6,2110797%
5,4434612%
5,8174327%
6,1286107%
6,1730418%
6,1986431%
54
PROPERTY CODE
40139
40270
40305
40365
40156
40183
242
243
70166
5910
40211
1455
40063
1411
70126
40027
40206
44
1125
1130
1135
1140
1150
1155
1485
1561
10204
11274
72145
70251
40051
40111
605
610
691
70015
40025
40315
70195
470
40166
10706
500
505
1541
10955
70248
40146
111
325
70027
70128
11404
455
40309
40283
1030
70130
70131
955
985
40138
70133
40154
70194
201
1215
930
11403
70206
70232
70137
76
discount factor
5,4384837%
5,3929296%
5,4528651%
5,4079309%
6,0427180%
6,1410007%
6,6493490%
6,5897825%
6,1958405%
5,9400383%
5,6496397%
5,6312624%
5,7042107%
6,2144276%
6,0487226%
5,8057687%
5,8590570%
5,4819486%
3,6728582%
4,9706450%
5,2650049%
5,1389125%
5,4022011%
5,2398732%
4,8903778%
5,3976902%
4,9928972%
5,3398290%
5,3030446%
4,8316154%
6,0976157%
6,0209653%
5,8833793%
6,4132425%
6,0020724%
5,9538063%
5,8151016%
5,6575695%
6,1318842%
5,9612897%
5,8402380%
5,7820907%
5,9464088%
5,7953754%
6,0896972%
5,9356526%
6,1810032%
5,4790029%
5,8065727%
5,8930025%
6,1418632%
6,1609253%
6,6707411%
6,1300173%
4,8821846%
6,1027321%
5,7249472%
5,7371691%
6,0108468%
6,1200693%
6,1360726%
5,7500145%
6,1406621%
5,3430966%
6,4601281%
6,7056945%
6,1354050%
5,9668836%
6,4591667%
6,4144841%
6,2374857%
6,3971403%
6,6289875%
55
PROPERTY CODE
190
145
271
149
62
70055
70138
47
70236
40312
826
40117
675
680
40189
244
70020
340
70139
40109
2
6
746
1225
1235
1240
1310
1335
1375
1465
1486
1603
2622
11290
11431
70143
70208
8205
1115
70145
895
905
70104
11130
246
835
1210
380
161
11407
40093
935
40185
69
10301
11408
1445
1530
1385
53
70148
70167
321
1466
1460
152
915
11409
1261
40088
865
195
70227
discount factor
6,2592062%
5,5651495%
5,9826669%
5,5990323%
6,6792592%
6,0526791%
6,1498901%
5,8382192%
6,0077158%
6,0623869%
5,9235588%
5,8685842%
6,2990651%
6,2094447%
6,0792723%
6,7509374%
6,1598375%
5,9154263%
6,1274162%
5,9530059%
5,8522925%
5,3925803%
5,5431405%
5,7068083%
5,4223856%
5,4148450%
5,5316541%
6,5090945%
4,5684281%
5,4370037%
5,6160417%
5,7784817%
5,4328439%
5,7507649%
5,4359588%
5,3450659%
5,7280704%
7,0239326%
6,2095502%
6,2606320%
6,4919701%
6,3876209%
6,1141375%
6,6828045%
6,6472301%
5,8992240%
6,1925432%
6,2312427%
6,4304999%
6,4981911%
5,7243821%
6,1992434%
6,0876539%
6,3966700%
6,2903479%
6,2011090%
6,1136010%
5,6742182%
5,9302023%
6,1631075%
6,3608411%
6,1755696%
5,7542202%
5,5054507%
5,6636837%
6,5020612%
6,3860199%
6,4590678%
6,2631157%
5,7451358%
6,2994573%
5,4446003%
6,3489047%
56
PROPERTY CODE
251
70150
36
70151
10279
93
117
1317
40096
3
11288
40072
40288
123
1410
1505
70154
70155
70156
515
70158
40090
131
70159
40254
40114
54
71
40035
615
40053
discount factor
6,5299448%
6,3858983%
5,3026512%
4,6671483%
5,4265991%
5,3307214%
5,2784905%
5,4582205%
5,8884665%
5,7800248%
5,0225064%
5,7554546%
6,0038796%
5,8695939%
5,8680412%
6,0253748%
5,9293428%
6,1759803%
6,4709917%
6,1790588%
6,4476290%
5,8751461%
6,3524303%
6,3612494%
6,0361663%
6,0522678%
5,6069615%
5,9148422%
5,9041795%
5,8779177%
5,7477561%
57
ATTACHMENT D – REAL ESTATE CODE TABLE
Num
1
BUILDING
CODE
MUNICIPALITY
5 ABBADIA SAN SALVATORE
ADDRESS
PROVINCE
VIA ADUA, 1
SI
2
40224 ABBIATEGRASSO
VIA NOVARA, 3 ANG. VIA MANARA
MI
3
40276 ABBIATEGRASSO
CORSO MATTEOTTI, 18/20
MI
4
40339 ABBIATEGRASSO
VIA TEOTTI 13-15
MI
5
40142 ACQUANEGRA SUL CHIESE
VIA MONTANARI, 6
MN
CORSO UMBERTO I, 10
TR
6
1390 ACQUASPARTA
7
10524 ACQUASPARTA
CORSO UMBERTO I, 19B
TR
8
70001 AGLIANA
P.ZZA IV NOVEMBRE, S.N.C.
PT
VIA MAZZINI, 12
EN
CORSO LANGHE 42 ANG.COL DI LANA 2
CN
SPALTO MARENGO-PALAZZO PACTO
AL
VIA CAVOUR, 17
LU
VIA R. MARGHERITA, 8
LU
PIAZZA SPIRITO SANTO, 3
SA
9
10
11
181 AIDONE
72 ALBA
1006 ALESSANDRIA
12
640 ALTOPASCIO
13
70002 ALTOPASCIO
14
92 AMALFI
15
1395 AMELIA
VIA DELLA REPUBBLICA, 92
TR
16
1602 ANCONA
VIA SAN MARTINO 27
AN
CORSO MATTEOTTI, 95
AR
PIAZZA E. CHANOUX N.51
AO
CORSO GIOVANNI XXIII, 39
LT
VIA TRIPOLI, 23
LE
PIAZZETTA DELLA VITTORIA, 2
AG
CORSO TOSCANA, 13
GR
VIALE CARDUCCI 106 - LOCALITA' ARDORE MARINA
RC
17
18
40 ANGHIARI
10707 AOSTA
19
1565 APRILIA
20
11385 ARADEO
21
22
182 ARAGONA
15 ARCIDOSSO
23
1582 ARDORE
24
45 AREZZO
CORSO ITALIA, 221
AR
PIAZZA SAIONE, 10
AR
VIA ROMA, 36
LE
CORSO GIACOMO MATTEOTTI, 15
SI
VIA DELLA LIBERTA', 16
MN
VIA ROMA ANGOLO VIA DI VITTORIO
MI
VIA G. BECCHETTI, 8A - LOCALITA' SANTA MARIA
DEGLI ANGELI
PG
25
50 AREZZO
26
11386 ARNESANO
27
1165 ASCIANO
28
29
30
31
40126 ASOLA
17 ASSAGO
375 ASSISI
VIA LIMENTONE
SA
32
70004 AULLA
1156 ATENA LUCANA
VIA NAZIONALE, 57
MS
33
70242 AVEZZANO
VIA MONTE ZEBIO, 23, 25
AQ
34
183 BAGHERIA
VIA NASCA, 6-8-10
PA
35
655 BAGNI DI LUCCA
VIA PAPA GIOVANNI XXIII, 21
LU
CORSO MALINGRI, 46
CN
VIA ROMA, 24
MN
PIAZZA SAN ROCCO, 16
NA
P.ZZA CAVOUR, 81 82
FI
VIA ROMA, 63
ME
36
1450 BAGNOLO PIEMONTE
37
40259 BAGNOLO SAN VITO
38
590 BARANO D'ISCHIA
39
40
70212 BARBERINO DI MUGELLO
98 BARCELLONA POZZO DI GOTTO
41
40024 BAREGGIO
PIAZZA CAVOUR, 5
MI
42
40263 BAREGGIO
VIA S. PIETRO ANG. S. MARIA
MI
VIA GIOVANNI PASCOLI, 28
LU
S.S. GARFAGNANA, 445 - LOCALITA' PONTE ALL' ANIA
LU
PIAZZA GIULIO CESARE 30
BA
43
645 BARGA
44
70187 BARGA
45
1 BARI
46
11289 BARI
VIA N. DELL'ARCA 221
BA
47
11388 BARI
VIA CALEFATI, 187
BA
48
11387 BARI
VIALE DELLA REPUBBLICA, 90
BA
58
Num
49
BUILDING
CODE
MUNICIPALITY
40021 BASIGLIO
50
365 BASTIA UMBRA
51
70226 BASTIA UMBRA
52
184 BELMONTE MEZZAGNO
ADDRESS
PROVINCE
PALAZZO DEI CIGNI
MI
PIAZZA MAZZINI, 60
PG
V.LE ROMA, 67
PG
VIA KENNEDY, 2
PA
53
10288 BERGAMO
VIA DON LUIGI PALAZZOLO, 18-24
BG
54
40094 BERGAMO
VIA BROSETA, 104
BG
55
40132 BESATE
VIA DUCHESSA MARIANNA , 2
MI
PIAZZA GARIBALDI, 39 - LOCALITA' SOCI
AR
56
100 BIBBIENA
57
70200 BIBBIENA
VIA M. POLTRI, 12/14
AR
58
70231 BIENTINA
VIA MATTEOTTI ANG. VIA ROMA
PI
59
70190 BOLANO
VIA S. VENANZIO, 31 - LOCALITA' CEPARANA
SP
60
105 BOLOGNA
VIA RIZZOLI, 6
BO
61
110 BOLOGNA
VIA SAFFI, 10/A
BO
62
115 BOLOGNA
VIALE DELLA REPUBBLICA, 23
BO
63
371 BOLOGNA
VIA DELLE LAME, 54
BO
64
40030 BOLOGNA
PIAZZA DEI TRIBUNALI, 6
BO
65
40049 BOLOGNA
PIAZZA DI PORTA MASCARELLA, 7
BO
66
40287 BOLOGNA
VIA VALDONICA, 2/A
BO
67
40306 BOLOGNA
VIA ZAMBONI, 11
BO
68
40359 BOLOGNA
PIAZZA DEI TRIBUNALI, 6
BO
69
186 BOLOGNETTA
VIA V. EMANUELE, 24
PA
70
270 BORGO SAN LORENZO
VIA GIOVANNI DELLA CASA, 19
FI
VIA PARMENSE,35 ANG. VIA VERDI
MN
CORSO UMBERTO I 196
RC
VIA PACCINI, 3
MN
CORSO UMBERTO I 132
RC
VIA V. EMANUELE II, 72
BS
PIAZZA CAIROLI, 17
BR
VIA VOLTURNO, 80
MI
VIA LOMELLINA , 15
MI
VIA ROMA, 15
AR
71
40231 BORGOFORTE
72
1592 BOVA MARINA
73
74
75
76
77
78
40229 BOZZOLO
1585 BRANCALEONE
40293 BRESCIA
11391 BRINDISI
710 BRUGHERIO
40184 BUCCINASCO
79
23 BUCINE
80
780 BUCINE
PIAZZA GARIBALDI, 79 - LOCALITA' AMBRA
AR
750 BUGGIANO
VIA ROMA, 14 - LOCALITA' BORGO A BUGGIANO
PT
piazza MATTEOTTI, 19
SI
VIA SOCCINI, 75
SI
81
82
1170 BUONCONVENTO
83
70010 BUONCONVENTO
84
VIA XX SETTEMBRE, 12
VA
85
70011 BUTI
593 BUSTO ARSIZIO
P.ZZA MATTEOTTI, 4
PI
86
10202 CAGLIARI
VIA RIVA VILLASANTA - LOCALITA' VILLASANTA
CA
PIAZZA CAVALLOTTI, 4
PI
P.ZZA CAIROLI, 10
VIA VITTORIO EMANUELE N.10 - LOCALITA'
SETTIMELLO
VIA DI PRATO, SNC
PI
87
960 CALCI
88
70012 CALCI
89
10605 CALENZANO
90
70014 CALENZANO
FI
FI
91
187 CALTAGIRONE
VIA ESCURIALES, 2-6
CT
92
188 CALTANISSETTA
CORSO V. EMANUELE, 153
CL
93
189 CALTANISSETTA
VIALE DELLA REGIONE, 28
CL
94
1420 CAMAIORE
VIALE COLOMBO, 156 - LOCALITA' LIDO DI CAMAIORE LU
95
1425 CAMAIORE
VIA VITTORIO EMANUELE, 159
LU
96
70016 CAMAIORE
P.ZZA SAN BERNARDINO DA SIENA
LU
97
40150 CAMPEGINE
VIA AMENDOLA, 17
VIA DELLA CRESCIA, 224 - LOCALITA' SAN PIERO A
PONTI
VIA B. BUOZZI 9 11 13
RE
98
1110 CAMPI BISENZIO
99
70237 CAMPI BISENZIO
59
FI
FI
Num
100
BUILDING
CODE
MUNICIPALITY
PROVINCE
VIA INDIPENDENZA, 110 - LOCALITA' VENTURINA
LI
VIA VENEZIA, 19 - LOCALITA' MARINA DI CAMPO
LI
141 CAMPOBASSO
VIA MAZZINI, 129
CB
192 CAMPOBELLO DI LICATA
VIA ROMA, 5
AG
VIA MAZZINI 25
CE
PIAZZA IV NOVEMBRE,
AG
P.ZZA MATTEOTTI, 6 ANG. VIA ROMA
MN
VIA IMBRIANI 2
BA
660 CAPANNORI
VIA PESCIATINA, 311 - LOCALITA' ZONE
LU
109
70164 CAPANNORI
V.LE EUROPA, 366 - LOCALITA' MARLIA
LU
110
70247 CAPISTRELLO
VIA ROMA, 194
AQ
111
10287 CARAVAGGIO
PIAZZA GARIBALDI, 18
BG
112
40069 CARBONARA DI PO
STRADA PROVINCIALE FERRARESE, 11
MN
113
40084 CARPENEDOLO
VIA BARONCHELLI, 2
BS
114
40089 CARPI
VIA BERENGARIO, 8/10
MO
VIALE XX SETTEMBRE, 250 - LOCALITA' AVENZA
MS
101
102
103
104
105
106
107
108
115
940 CAMPIGLIA MARITTIMA
ADDRESS
1060 CAMPO NELL'ELBA
5145 CANCELLO ED ARNONE
206 CANICATTI'
40045 CANNETO SULL'OGLIO
11123 CANOSA DI PUGLIA
135 CARRARA
116
70188 CARRARA
VIA VENEZIA - LOCALITA' MARINA DI CARRARA
MS
117
70209 CARRARA
MS
118
70082 CARRARA
VIA 7 LUGLIO, 13
P.ZZA NAZIONI UNITE, SNC - LOCALITA' MARINA DI
CARRARA
VIA MASSIMO D AZEGLIO, 3A
119
140 CARRARA
MS
MS
120
70249 CARSOLI
VIA ROMA, 5
AQ
121
40175 CASALROMANO
VIA IV NOVEMBRE, 37
MN
122
965 CASCINA
CORSO MATTEOTTI, 93
PI
123
975 CASCINA
LARGO P. GORI, 5 - LOCALITA' NAVACCHIO
PI
124
70129 CASCINA
VIA TOSCOROMAGNOLA, 757 - LOCALITA' SAN
FREDIANO A SETTIMO
PI
125
70021 CASCINA
VIA TOSCOROMAGNOLA EST, 201
PI
126
70098 CASCINA
VIA A. GRAMSCI, 4 - LOCALITA' NAVACCHIO
PI
127
11269 CASERTA
PIAZZA A. MORO
CE
VIA CASOLANI, 68
SI
VIA DEL MERCATO, 6 - LOCALITA' DONORATICO
LI
PIAZZA DEL POPOLO, 40
LI
PIAZZA GARIBALDI, 63
MN
P.ZA GARIBALDI, 4 - VIA VENETO
GR
VIA ROMA, 23
VIA DELLA RESISTENZA, 16/B - LOCALITA' TREBBO DI
RENO
VIA DELL'ARCO, 1 - LOCALITA' STRADA IN
CASENTINO
VIA ALLO, 12
MN
128
129
130
131
200 CASOLE D'ELSA
70032 CASTAGNETO CARDUCCI
490 CASTAGNETO CARDUCCI
40034 CASTEL D'ARIO
132
20 CASTEL DEL PIANO
133
40247 CASTEL GOFFREDO
134
40241 CASTEL MAGGIORE
135
70147 CASTEL SAN NICCOLO'
136
211 CASTELDACCIA
BO
AR
PA
137
220 CASTELFIORENTINO
PIAZZA CAVOUR, 15R
FI
138
VIA V. NICCOLO, 470 - LOCALITA' GRANAIOLO
FI
139
P.ZZA KENNEDY, 6/A
FI
140
268 CASTELGRANDE
VIA MARCONI, 8
PZ
141
521 CASTELLAMMARE DI STABIA
CORSO GARIBALDI
NA
VIA TRENTO E TRIESTE, 19
SI
142
1175 CASTELLINA IN CHIANTI
143
70023 CASTELLINA IN CHIANTI
VIA DELLE MURA, 2
SI
144
40250 CASTELLUCCHIO
VIA ROMA, 86
MN
PODERE LA VIGNA
SI
145
146
147
148
5352 CASTELNUOVO BERARDENGA
650 CASTELNUOVO DI GARFAGNANA VIA VALLISNERI, 1
65 CASTIGLION FIORENTINO
850 CASTIGLIONE DEL LAGO
LU
CORSO ITALIA, 27
AR
VIA VITTORIO EMANUELE, 57
PG
60
Num
BUILDING
CODE
MUNICIPALITY
ADDRESS
PROVINCE
149
415 CASTIGLIONE DELLA PESCAIA
VIA CRISTOFORO COLOMBO, 34-36
GR
150
425 CASTIGLIONE DELLA PESCAIA
CENTRO IL GUALDO - LOCALITA' PUNTA ALA
GR
151
40029 CASTIGLIONE DELLE STIVIERE
PIAZZA UGO DALLO', 28
MN
152
11208 CASTIGLIONE IN TEVERINA
CORSO ROMA 6/8/10/12
VT
153
162 CASTROLIBERO
PIAZZA F.LLI CERVI, 3
CS
154
102 CATANIA
VIALE VITTORIO VENETO, 98
CT
155
212 CATANIA
CORSO ITALIA, 39
CT
156
520 CAVA DE' TIRRENI
CORSO UMBERTO I, 257
SA
RE
157
40127 CAVRIAGO
158
485 CECINA
CORSO MATTEOTTI, 139
LI
159
70026 CECINA
V.LE MARCONI, 20/G
LI
160
10001 CERRETO GUIDI
PIAZZA XX SETTEMBRE
FI
161
230 CERTALDO
VIA IV NOVEMBRE, 4
FI
162
70028 CERTALDO
P.ZZA BOCCACCIO, 31
FI
163
40258 CESANO BOSCONE
VIA ROMA , 126
MI
PIAZZA ITALIA, 53
SI
VIA PRINCIPE AMEDEO
TO
VIA SAN GIUSEPPE, 2
PT
P.ZA MATTEOTTI, 28
PIAZZA DANTE, 21 - V. MAMELI - LOCALITA' CHIUSI
SCALO
PIAZZALE CAPITANO BRUCHI, 7
SI
P.ZZA S. GIOVANNI, 60
MI
PIAZZA PLEBISCITO, 3
PG
P.ZZA GARIBALDI
PG
164
165
166
594 CHIANCIANO TERME
61 CHIERI
755 CHIESINA UZZANESE
167
1180 CHIUSDINO
168
1525 CHIUSI
169
170
430 CINIGIANO
40055 CISLIANO
SI
GR
171
1569 CITTA' DELLA PIEVE
172
202 CITTA' DI CASTELLO
173
70234 CITTA' DI CASTELLO
VIA P. DELLA FRANCESCA
PG
174
70216 CIVITAVECCHIA
VIALE BACCELLI, 6A
RM
VIA ROMA 2 - LOCALITA' BADIA AL PINO
AR
175
55 CIVITELLA IN VAL DI CHIANA
176
440 CIVITELLA PAGANICO
CORSO FAGARE', 54 - LOCALITA' PAGANICO
GR
177
210 COLLE DI VAL D'ELSA
VIA DI SPUGNA, 2
SI
178
70177 COLLE DI VAL D'ELSA
VIA DON MINZONI, 2
SI
179
70246 COLLELONGO
VIA ROMA, 90
AQ
180
70029 COLLESALVETTI
VIA ROMA, 272
LI
181
40320 COLORNO
VIALE SAN ROCCO, 12
PR
182
40037 COMMESSAGGIO
PIAZZA ITALIA, 3
MN
VIA CAIROLI, 11
CO
184
183
40297 CORBETTA
142 COMO
VIA VOLTA, 33
MI
185
40343 CORBETTA
VIA XXIV MAGGIO, 2
MI
186
40007 CORREGGIO
CORSO MAZZINI, 37
RE
187
60 CORTONA
VIA MATTEOTTI, 22 - LOCALITA' CAMUCIA
AR
188
70 CORTONA
VIA NAZIONALE, 42
AR
189
10286 CREMONA
C.SO V. EMANUELE, 108
CR
190
40198 CURTATONE
VIA MARCONI, 52 - LOCALITA' BUSCOLDO
MN
191
40248 CURTATONE
VIA ROMA, 42/44 - LOCALITA' MONTANARA
MN
192
40083 CUSAGO
VIA BAGGIO
MI
VIA G. TIGRI,22
PT
LARGO EUROPA
BG
VIA CIANFLONE
CZ
VIA G. MARCONI,
BS
PIAZZA DELLA VITTORIA, 24
FI
VIA TOSCO ROMAGNOLA, 6
FI
VIA DEL GIGLIO, 4
FI
193
194
195
196
171 CUTIGLIANO
10289 DALMINE
261 DECOLLATURA
40197 DESENZANO DEL GARDA
197
27 EMPOLI
198
240 EMPOLI
199
70033 EMPOLI
61
Num
200
BUILDING
CODE
MUNICIPALITY
1262 ERICE
201
40280 FABBRICO
202
64 FABRO
ADDRESS
PROVINCE
VIA MANZONI, 77 - LOCALITA' CASA SANTA
TP
VIA TRENTO, 4
RE
VIA DEL PONTE, 8 - LOCALITA' FABRO STAZIONE
TR
203
11393 FASANO
VIA ROMA, 45/47
BR
204
216 FAVARA
VIA V. EMANUELE, 21
AG
205
121 FERRARA
VIALE CAVOUR, 135
FE
217 FICARAZZI
CORSO UMBERTO, 672-674
PA
P.ZZA MAZZINI, 5 - LOCALITA' COMPIOBBI
FI
PIAZZA BIANCHI, 1
FI
206
207
70031 FIESOLE
208
800 FIGLINE VALDARNO
209
70035 FIGLINE VALDARNO
P.ZZA M. FICINO, 68
FI
210
52 FIRENZE
PIAZZA STAZIONE
FI
211
56 FIRENZE
VIA VERRACINI 30/F
FI
212
275 FIRENZE
VIA DEI PECORI, 6-8
FI
213
280 FIRENZE
V.DI NOVOLI,25-V.MARENZIO
FI
214
285 FIRENZE
VIA G. CARDUCCI, 11R
FI
215
290 FIRENZE
VIALE PETRARCA, 128
FI
216
305 FIRENZE
PIAZZA SAN LORENZO, 1/R
FI
217
310 FIRENZE
VIA G. D ANNUNZIO, 5C
FI
218
315 FIRENZE
VIA A. DEL POLLAIOLO, 198
FI
219
320 FIRENZE
POGGIO BRACCIOLINI, 14
FI
220
345 FIRENZE
VIA CASTELLANI, VIA NINNA
FI
221
1131 FIRENZE
VIA TEATINA, 88
FI
222
1315 FIRENZE
VIA CENTOSTELLE, 7-6/B
FI
223
1601 FIRENZE
VIA COCCHI/VIA SANTELLI
FI
224
70039 FIRENZE
P.ZZA SAN GIOVANNI, 30/R
FI
225
70040 FIRENZE
VIA DI BELLARIVA, 70 72
FI
226
70045 FIRENZE
VIA DI SOFFIANO,
FI
227
70046 FIRENZE
P.ZZA SIGNORIA, 22/R
FI
228
70049 FIRENZE
VIA POR SANTA MARIA, 2/R
FI
229
70059 FIRENZE
VIA BARACCA, 5
FI
230
70060 FIRENZE
VIA B. DA MONTELUPO, 153
FI
231
70064 FIRENZE
VIA MARAGLIANO, 122
FI
232
70068 FIRENZE
VIA SENESE, 202
FI
233
70168 FIRENZE
VIA CAVOUR, 82/A
FI
234
70169 FIRENZE
VIA PONTE ALL'ASSE, 1
FI
235
70173 FIRENZE
VIA B. FORTINI, 124/5
FI
236
70178 FIRENZE
VIA L. PANCALDO, 4
FI
237
70181 FIRENZE
VIA GALLUZZI, 20
FI
238
70184 FIRENZE
V.LE DEI MILLE, 111/A
FI
239
70186 FIRENZE
VIA BECHI, 12
FI
240
70217 FIRENZE
VIA PANCIATICHI, 95 97
FI
241
70241 FIRENZE
P.ZZA STAZIONE, 7R 8R 9R
FI
242
98012 FIRENZE
VIALE GRAMSCI, 32
FI
243
70047 FIRENZE
VIA MASO FINIGUERRA, 1/R
FI
244
70054 FIRENZE
VIA PRATESE, 66/A
FI
245
70067 FIRENZE
VIA DI SOFFIANO, 84 86
FI
246
70096 FIVIZZANO
VIA C. BATTISTI, 16 - LOCALITA' MONZONE
MS
C.SO GARIBALDI
FG
247
1007 FOGGIA
248
11394 FOGGIA
VIA ONORATO, 36/38
FG
249
370 FOLIGNO
VIA CESARE BATTISTI, 17
PG
250
385 FOLLONICA
VIA BICOCCHI 41/D, ANG. VIA ROMA
GR
251
70070 FOLLONICA
VIA ROMA, 72
GR
62
Num
252
253
BUILDING
CODE
MUNICIPALITY
1568 FORTE DEI MARMI
70213 FRANCAVILLA AL MARE
254
167 FROSINONE
255
70071 FUCECCHIO
256
257
81 GAETA
1190 GAIOLE IN CHIANTI
ADDRESS
PROVINCE
VIA CARDUCCI, 5
LU
VIA NAZIONALE ADRIATICA, 56 A
CH
VIALE ROMA, 79
FR
VIA ROMA, 9
FI
PIAZZA MARE DELL'ARCO
LT
VIA RICASOLI, 86
SI
258
11395 GALATINA
PIAZZA S. PIETRO, 15
LE
259
11126 GALATONE
P.ZA COSTADURA
LE
VIA MATTEOTTI, 1
FI
260
247 GAMBASSI TERME
261
70013 GAVORRANO
VIA A. MORO, 38 - LOCALITA' CALDANA
GR
262
40194 GAZOLDO DEGLI IPPOLITI
VIA MARCONI, 96-98
MN
29 GENOVA
VIA ROMA, 1
GE
264
90 GENOVA
VIA DI FRANCIA 3-3F ROSSI
GE
265
400 GENOVA
PIAZZETTA J. DA VARAGINE, 10R
GE
266
107 GIARRE
PIAZZA DUOMO
CT
263
267
70244 GIOIA DEI MARSI
VIA ROMA, 3, 5, 7
AQ
268
40043 GONZAGA
P.ZZA MATTEOTTI, 38
MN
269
10994 GREVE IN CHIANTI
FI
270
271
GALLERIA DELLE CANTINE, 2/B
VIA POGGIO ALLA CROCE, 2/B - LOCALITA' SAN POLO
IN CHIANTI
VIA C. BATTISTI, 6
P.TTA DEL MONTE, 4
GR
272
435 GROSSETO
FI
FI
273
70192 GROSSETO
VIA MANIN, 11
GR
274
70214 GROSSETO
P.ZZA EUROPA, 12
GR
275
221 GROTTE
CORSO GARIBALDI, 35
AG
276
73 GUBBIO
PG
277
70076 IMPRUNETA
P.ZZA BUONDELMONTI, 25
FI
VIA NAZIONALE, 11
FI
278
785 INCISA IN VAL D'ARNO
279
82 ITRI
PIAZZA IV NOVEMBRE, 1
LT
280
661 IVREA
C.SO D AZEGLIO - P.ZA BALLA
TO
281
256 LAMEZIA TERME
CORSO NICOTERA, 2 - LOCALITA' NICASTRO
CZ
282
258 LAMEZIA TERME
PIAZZA FIORENTINO, 6-7 - LOCALITA' SAMBIASE
CZ
283
259 LAMEZIA TERME
LARGHETTO COL. CASSOLI
CZ
284
262 LAMEZIA TERME
VIA DEL MARE - LOCALITA' S. EUFEMIA
CZ
285
263 LAMEZIA TERME
VIA R. DE MEDICI, 357 - LOCALITA' NICASTRO
CZ
PIAZZA BERNI, 27
PT
VIALE DEI CAPPUCCINI, 26
CH
VIA LIVORNESE, 122E
FI
CORSO ITALIA, 45
AR
VIA VALDARNESE - LOCALITA' PONTICINO
AR
CORSO DELLA REPUBBLICA, 175
LT
286
287
288
1000 LAMPORECCHIO
70240 LANCIANO
1480 LASTRA A SIGNA
289
790 LATERINA
290
70233 LATERINA
291
460 LATINA
292
11305 LECCE
VIA ARGENTO, 6
LE
293
11369 LECCE
VIA NAZARIO SAURO, 55
LE
294
11372 LECCE
STR PROV.LE LECCE-SURBO ZONA IND.
LE
295
11396 LECCE
VIA G. VERDI 14 /P.ZZA ORONZO
LE
296
11397 LECCE
LOCALITA' COMMENDA
LE
297
66 LECCO
VIA L. DA VINCI, 18
LC
298
222 LICATA
PIAZZA LINARES, 1
AG
299
475 LIVORNO
VIA CAIROLI-SERRISTORI 9-15
LI
300
480 LIVORNO
VIA M. MASTACCHI, 4
LI
301
10971 LIVORNO
VIALE PETRARCA 186-188-190
LI
302
70078 LIVORNO
P.ZZA CAVOUR, 22
LI
63
Num
BUILDING
CODE
MUNICIPALITY
ADDRESS
PROVINCE
303
70230 LIVORNO
VIA MONDOLFI, 1
LI
304
70163 LIVORNO
VIA DI FRANCO, 35
LI
305
70196 LIVORNO
P.ZZA ROMA
VIA G. DAL BORRO, 3 - LOCALITA' SAN GIUSTINO
VALDARNO
PIAZZA BERNARDINI, 4
LI
306
1495 LORO CIUFFENNA
AR
307
620 LUCCA
308
70175 LUCCA
V.LE P. BATONI, 29
LU
309
70191 LUCCA
V.LE S. CONCORDIO, 395
LU
310
625 LUCCA
VIA BORGO GIANNOTTI, 191
LU
311
70081 LUCCA
VIA ROMA, 6
LU
VIA MATTEOTTI, 71
AR
70245 LUCO DEI MARSI
VIA DUCA DEGLI ABRUZZI, 99
AQ
314
40217 LUMEZZANE
VIA MONTINI VIRGILIO, 151/D
BS
315
40196 LUZZARA
VIA MARCONI, 42
RE
316
855 MAGIONE
PG
820 MAGLIANO IN TOSCANA
VIA IV NOVEMBRE, 4
GR
VIA VOGLIA, 18
MN
312
313
317
318
1570 LUCIGNANO
40296 MAGNACAVALLO
LU
319
530 MAIORI
VIA REGINA, 58
SA
320
196 MANFREDONIA
VIA SENIGALLIA-TRIBUNA
FG
321
40115 MANTOVA
VIA CREMONA, 25-27-29-20/A
MN
322
40165 MANTOVA
VIA GOITO, 6-8
MN
323
40179 MANTOVA
VIA GROSSI, 3
MN
324
40226 MANTOVA
VIA PIETRO VERRI, 12-14-16
MN
325
40380 MANTOVA
VIA PIETRO VERRI
MN
326
40314 MANTOVA
V.LE GORIZIA, 20/C
MN
327
40345 MANTOVA
VIA GOITO, 4
MN
328
40116 MARCARIA
VIA F. CRISPI, 70
MN
329
40291 MARCARIA
VIA VITELLIO, 36 - LOCALITA' CAMPITELLO
MN
330
1050 MARCIANA
PIAZZA UMBERTO I, 12 - LOCALITA' MARCIANA ELBA
LI
331
1055 MARCIANA MARINA
VIALE VADI, 1
LI
VIA FERRARI, 5
MN
332
40151 MARMIROLO
333
870 MARSCIANO
VIA MARCONI, 10
PG
334
70225 MARSCIANO
VIA XXIV MAGGIO, 2
PG
335
11127 MARUGGIO
VIA V. EMANUALE III
TA
PIAZZA ARANCI, 9
MS
P.ZZA ARANCI, 14
MS
VIA MARTIRI DI NICCIOLETA, 138
GR
P.ZZA GARIBALDI, 17/A
GR
CORSO UMBERTO I, 14
ME
PIAZZA DELLA VITTORIA, 10
MN
VIA NAZIONALE, 87
RC
V. NORMANNO ANG V. CARMINE
BR
VIA C. VALERIA, 81
ME
336
665 MASSA
337
70084 MASSA
338
67 MASSA MARITTIMA
339
70085 MASSA MARITTIMA
340
341
342
343
97 MAZZARRA' SANT'ANDREA
40062 MEDOLE
134 MELITO DI PORTO SALVO
11128 MESAGNE
344
99 MESSINA
345
101 MESSINA
VIA T. CANNIZZARO, 108
ME
346
109 MILANO
VIA AMEDEO D'AOSTA 2-VIA PASCOLI
MI
347
685 MILANO
VIA G. FARA, 39
MI
348
690 MILANO
VIA G. BONI, 24
MI
349
695 MILANO
VIA LONDONIO, 20/A
MI
350
725 MILANO
VIA ROSELLINI 16
MI
351
726 MILANO
VIA ROSELLINI 20
MI
352
1510 MILANO
VIA S. MARGHERITA, 11
MI
353
1605 MILANO
VIA CANOVA, 35-37
MI
64
Num
BUILDING
CODE
MUNICIPALITY
ADDRESS
PROVINCE
354
11270 MILANO
VIA PADOVA, 28
MI
355
40013 MILANO
LARGO CAIROLI, 1
MI
356
40264 MILANO
VIA SAN GIOVANNI SUL MURO, 1
MI
357
358
359
360
96 MILAZZO
224 MILENA
40141 MIRANDOLA
ME
CL
VIA FELICE CAVALLOTTI, 36
MO
VIA GARIBALDI
CT
361
40164 MODENA
VIA M. BUONARROTI, 16
MO
362
10278 MOLTENO
VIA GRANDI, 4
LC
363
10532 MONCALIERI
PIAZZA VITTORIO EMANUELE II N.9
TO
364
227 MONREALE
PIAZZA INGHILLERI, 8
PA
P.ZZA MARTINI, 81
PT
365
358 MISTERBIANCO
VIA M. REGIS, 26
VIA U. FOSCOLO, 7
70088 MONSUMMANO TERME
366
1195 MONTALCINO
VIA MATTEOTTI, 47
SI
367
1220 MONTALCINO
VIA ROMANA, 28 - LOCALITA' TORRENIERI
SI
368
70090 MONTALCINO
P.ZZA DEL POPOLO, 32
LUNGOMARE ANDREA DORIA, 49 - LOCALITA' PORTO
ERCOLE
CORSO UMBERTO I, 47-49-53-55 - LOC. PORTO SANTO
STEFANO
PIAZZA DI MONTE, 7
SI
VIA NAZIONALE 58 - LOCALITA' SALINE IONICHE
RC
PT
VIA DELL AGRICOLTURA VIA ASTI, 26 - LOCALITA' MONTEPULCIANO
STAZIONE
P.ZZA MICHELOZZO, 2
PO
369
815 MONTE ARGENTARIO
370
825 MONTE ARGENTARIO
371
80 MONTE SAN SAVINO
372
1583 MONTEBELLO JONICO
373
730 MONTECATINI TERME
374
1604 MONTEMURLO
GR
GR
AR
375
356 MONTEPULCIANO
376
70091 MONTEPULCIANO
377
180 MONTEPULCIANO
VIA DI GRACCIANO NEL CORSO, 61
SI
378
295 MONTERIGGIONI
VIA DI VITTORIO, 2 - LOCALITA' CASTELLINA SCALO
SI
379
SI
VIA ROMA, 22/R
SI
380
395 MONTEROTONDO MARITTIMO
VIA BARDELLONI, 62
GR
381
260 MONTESPERTOLI
FI
382
106 MONTEVARCHI
VIA PERUGIA - LOCALITA' LEVANE
AR
383
765 MONTEVARCHI
AR
384
70087 MONTEVARCHI
385
70092 MONTEVARCHI
VIA ROMA, 54
VIA COMUNALE, 40 - LOCALITA' MERCATALE
VALDARNO
VIA CENNANO, 72
VIA GRAMSCI, 54 - LOCALITA' SAN ROMANO
PI
386
387
1205 MONTERONI D'ARBIA
SI
265 MONTOPOLI IN VAL D'ARNO
1608 MONZA
AR
AR
LARGO MOLINETTO 2
MI
388
40285 MONZAMBANO
CORSO UMBERTO I, 75
MN
389
40272 MOTTA VISCONTI
VIA SORIANI, 32
MI
390
40148 MOTTEGGIANA
MN
391
70097 MURLO
392
39 NAPOLI
VIA F. FILZI, 31/A - LOCALITA' VILLA SAVIOLA
VIA RIMEMBRANZA, 7 - LOCALITA' MURLO
VESCOVADO
VIA CERVANTES DE SAAVEDRA, 55
SI
NA
393
89 NAPOLI
C. DIR.- VIA G. PORZIO,4
NA
394
113 NAPOLI
PIAZZETTA GIACINTO GIGANTE, 35
NA
395
116 NAPOLI
VIA M.PRETI,1-VIA SCARLATTI,209
NA
396
560 NAPOLI
VIA B. CHIOCCARELLI, 4
NA
397
565 NAPOLI
C.SO NOVARA 21/25 VIA PALERMO
NA
398
570 NAPOLI
VIA STADERA A POGGIOREALE, 55
NA
399
11398 NARDO'
PIAZZA CESARE BATTISTI, 3
LE
400
228 NARO
PIAZZA GARIBALDI, 3
AG
401
229 NISCEMI
VIA REGINA MARGHERITA 1
CL
402
257 NOCERA TERINESE
VIA S. CATERINA - LOCALITA' NOCERA TIRINESE
CZ
65
Num
BUILDING
CODE
MUNICIPALITY
ADDRESS
PROVINCE
403
836 NOLA
CIS LOC. BOSCOFANGONE, 3
NA
404
282 NOVARA
P.ZA CAVOUR-C.SO VITTORIA
NO
CORSO GARIBALDI, 46/48
RE
VIA UMBERTO I, 14
LE
VIA COPPOLA 39
PIAZZA DELL'UCCELLINA, 16 - LOCALITA'
FONTEBLANDA
VIA MURA DI PONENTE
RC
VIA PASCUCCI, 22 - LOCALITA' ALBINIA
GR
CORSO ITALIA, 86
GR
VIA GARIBALDI, 24
TR
PIAZZA CORNELIO, 9
MN
VIA MARTIRI DI KINDU
BR
VIA MAGRETTI, 1A
MI
405
406
407
408
40006 NOVELLARA
11400 NOVOLI
1590 OPPIDO MAMERTINA
68 ORBETELLO
409
810 ORBETELLO
410
1490 ORBETELLO
411
70099 ORBETELLO
412
1405 ORVIETO
413
40026 OSTIGLIA
414
415
203 OSTUNI
10261 PADERNO DUGNANO
GR
GR
416
970 PALAIA
VIA GARIBALDI, 54 - LOCALITA' FORCOLI
PI
417
232 PALERMO
VIA L. DA VINCI, 268
PA
418
233 PALERMO
VIA AMM. RIZZO, 66
PA
419
234 PALERMO
VIA GALLETTI, 23
PA
420
236 PALERMO
VIA DEL MANDERINO, 22
PA
421
237 PALERMO
PA
422
875 PANICALE
423
860 PASSIGNANO SUL TRASIMENO
PIAZZA CASTELNUOVO
P.ZZA G. MAZZINI, 25 - LOCALITA' TAVERNELLE
UMBRIA
VIA ROMA, 8
PG
PG
424
94 PATTI
VIA S. ANTONINO, 2
ME
425
70100 PECCIOLI
VIA GARIBALDI, 10
PI
426
70101 PELAGO
VIA V. EMANUELE II, 53
FI
427
840 PERUGIA
VIA BAGLIONI, 24
PG
428
885 PERUGIA
PG
VIA PUCCINI, 84 - LOCALITA' PONTE FELCINO
PG
VIA CESTELLINI, 13
PG
VIA DELLE PROME, 13
VIA DERUTA, 105 - LOCALITA' SAN MARTINO IN
CAMPO
PG
429
890 PERUGIA
430
1607 PERUGIA
431
70222 PERUGIA
432
70223 PERUGIA
433
70224 PERUGIA
ST. PROV.LE STROZZACAPPONI - LOC. CASTEL DEL
PIANO UMBRO
PG
434
70228 PERUGIA
P.ZZA ITALIA, 17 19
PG
435
70134 PESCAGLIA
S.P. PER CAMAIORE, 20 - LOCALITA' SAN MARTINO IN
FREDDANA
LU
VIA D'ANNUNZIO, 48/50
PE
VIA GARIBALDI ANG. VIA CURTATONE
PT
RUGA DEGLI ORLANDI, 69
PT
PIAZZALE GENOVA 5
PC
436
11271 PESCARA
437
59 PESCIA
438
70102 PESCIA
439
440
5341 PIACENZA
VIALE VESPA, 21
SI
441
70069 PIETRASANTA
VIA CAVOUR, 2 - LOCALITA' FOCETTE
LU
442
70103 PIETRASANTA
P.ZZA DELLA STAZIONE, 1
LU
443
670 PIETRASANTA
PIAZZA DUOMO, 41
LU
VIA ROMA, 2
AR
CORSO ITALIA, 77
LI
444
25 PIANCASTAGNAIO
PG
85 PIEVE SANTO STEFANO
445
925 PIOMBINO
446
70203 PIOMBINO
VIA REPUBBLICA, 27
LI
447
126 PISA
VIA CORRIDONI, 124
PI
448
945 PISA
LUNGARNO PACINOTTI, 9
PI
449
10624 PISA
VIA SCORNIGIANA - LOCALITA' OSPEDALETTO
PI
70238 PISA
VIA NENNI ANG. VIA DE RUGGIERO - LOC. PISA LOC.
CISANELLO
PI
450
66
Num
BUILDING
CODE
MUNICIPALITY
ADDRESS
PROVINCE
451
72045 PISA
VIA D. DUODI ANG. VIA REP. PISANA - LOCALITA'
MARINA DI PISA
PI
452
70107 PISA
VIA DI BANCHI, 10
PI
P.ZZA S. FRANCESCO, 64
PT
PIAZZA DUOMO, 8
PT
VIA FIORENTINA, 682 - LOCALITA' BOTTEGONE
PT
453
70215 PISTOIA
454
990 PISTOIA
455
1005 PISTOIA
456
70207 PISTOIA
VIA E. FERMI, 50 52 54
PT
457
156 PISTOIA
VIA QUASIMODO
PT
458
416 PITIGLIANO
VIA CIACCI, 72
GR
VIA MARCONI, 21/23
MN
459
40193 PIUBEGA
460
461 POGGIBONSI
VIA TRENTO 60
SI
461
11272 POGGIBONSI
VIA SALCETO 99
SI
462
70185 POGGIBONSI
LARGO USILIA, 8
SI
70112 POGGIO A CAIANO
P.ZZA IV NOVEMBRE, 18
PO
VIA TRENTO E TRIESTE, 22
MN
PIAZZA S. ANNA, 4
PI
VIA DEL MARE, 2/ABC
RM
PIAZZA PRIMAVERA, 37
NA
PIAZZA XXIII APRILE, 13
MN
VIA G. CARDUCCI, 3
PI
VIA L. GORI, 29
FI
463
464
40278 POGGIO RUSCO
465
495 POMARANCE
466
467
468
469
71891 POMEZIA
585 POMIGLIANO D'ARCO
40064 POMPONESCO
70113 PONSACCO
470
335 PONTASSIEVE
471
70114 PONTASSIEVE
VIA GORI, 5
FI
472
70117 PONTE BUGGIANESE
PT
VIA DELLA MISERICORDIA, 90
PI
473
980 PONTEDERA
474
70118 PONTEDERA
CORSO MATTEOTTI, 10
PI
475
40113 PONTI SUL MINCIO
VIA CIRCONVALLAZIONE, 60
MN
VIA ROMA, 123 - LOCALITA' PONTE A POPPI
AR
VIA MARCONI, 3
LU
VIA ALIGHIERI 2
PN
476
95 POPPI
477
70120 PORCARI
478
1574 PORDENONE
479
130 PORRETTA TERME
VIA STAZIONE, 2
BO
480
176 PORTO AZZURRO
PIAZZA EROI DELLA RESISTENZA
LI
481
11401 PORTO CESAREO
VIA MONTI, 102 ANG. VIA VESPUCCI
LE
482
40153 PORTO MANTOVANO
VIA G. LEOPARDI, 31
MN
VIA GARIBALDI/ANG. P.ZZA CAVOUR
LI
PIAZZA IV NOVEMBRE, 5
BS
483
484
485
1045 PORTOFERRAIO
40172 POZZOLENGO
VIA PERGOLESI, 52
NA
486
1080 PRATO
VIA STROZZI, 99
PO
487
11273 PRATO
VIA ROMA, VIA ZARINI, VIA SIENA
PO
488
70176 PRATO
VIA BOLOGNA, 1
PO
489
70221 PRATO
VIA TRAVERSA PISTOIESE, 79
PO
490
70170 PRATO
VIA PISTOIESE 846
PO
491
70124 PRATOVECCHIO
P.ZZA P. UCCELLO, 58-60
AR
492
11402 PULSANO
VIA XX SETTEMBRE, 34/36
TA
493
70125 QUARRATA
VIA MONTALBANO, 75
PT
VIA MOGORO
CA
494
580 POZZUOLI
112 QUARTUCCIU
495
40246 QUINGENTOLE
VIA ROMA, 20
MN
496
10284 QUINZANO D'OGLIO
VIA CAVOUR, 9
BS
497
40201 QUISTELLO
VIA MARTIRI DI BELFIORE, 10
MN
498
11129 RACALE
VIA REGINA MARGHERITA, 25
LE
499
11278 RADICONDOLI
PIAZZA GRAMSCI
SI
500
910 RAPOLANO TERME
SOBBORGO GARIBALDI, 6
SI
501
241 RAVANUSA
CORSO DELLA REPUBBLICA, 135
AG
67
Num
502
503
504
BUILDING
CODE
MUNICIPALITY
1468 RAVENNA
40052 REDONDESCO
5265 REGGELLO
505
132 REGGIO DI CALABRIA
506
1587 REGGIO DI CALABRIA
507
40139 REGGIO NELL'EMILIA
ADDRESS
PROVINCE
PIAZZA KENNEDY, 7
RA
PIAZZA RISORGIMENTO, 3
MN
VIA SETTE PONTI 11
FI
CORSO GARIBALDI, 326
RC
RC
508
VIA TORRIONE 81
VIA EMILIA ALL'OSPIZIO, 66 - LOCALITA' REGGIO
EMILIA
VIA SESSI, 4
509
VIA ZACCHETTI BERNARDINO, 2
RE
510
VIA RUINI, 6
RE
511
40156 REVERE
VIA G. GARIBALDI, 9
MN
512
40183 REZZATO
VIA LEONARDO DA VINCI, 64
BS
513
242 RIBERA
CORSO UMBERTO I, 9
AG
514
243 RIESI
PIAZZA GARIBALDI, 3
CL
P.ZZA XXV APRILE
FI
PIAZZA SALVO D ACQUISTO 1
LI
VIA G. MAZZINI, 34/B
MN
CORSO SUSA, 27
TO
PIAZZA XXI LUGLIO , 34
MI
515
516
517
518
519
70166 RIGNANO SULL'ARNO
5910 RIO MARINA
40211 RIVAROLO MANTOVANO
1455 RIVOLI
40063 ROBECCO SUL NAVIGLIO
RE
RE
520
1411 ROCCASTRADA
VIA DANTE ALIGHIERI
GR
521
70126 ROCCASTRADA
VIA MONTEMASSI - LOCALITA' RIBOLLA
GR
522
40027 RODANO
PIAZZA CORTE FERRARIO, 1
MI
523
40206 RODIGO
VIA MATTEOTTI, 20
MN
P.A VESCOVIO/V.PRISCILLA
RM
524
44 ROMA
525
1125 ROMA
VIA DEL CORSO 232
RM
526
1130 ROMA
VIA ARENULA, 16
RM
527
1135 ROMA
VIA OSTIENSE, 6F
RM
528
1140 ROMA
V.TUSCOLANA,316/M.CAPITOLINO
RM
529
1150 ROMA
VIA LEONE IV, 32
RM
530
1155 ROMA
PIAZZA NAVIGATORI, 8b
RM
531
1485 ROMA
VIA COLA DI RIENZO, 240
RM
532
1561 ROMA
VIA C.PORTUENSI 479-
RM
533
10204 ROMA
VIALE PINTURICCHIO 5
RM
534
11274 ROMA
VIA PICO DELLA MIRANDOLA, 74
RM
535
72145 ROMA
VIA DEI GALLA E SIDAMA, 13/27
RM
536
70251 ROMA
RM
537
40051 RONCOFERRARO
538
40111 RONCOFERRARO
VIA SICILIA, 203
PIAZZA DELLA REPUBBLICA, 10 - LOCALITA'
GOVERNOLO
VIA CESARE BATTISTI, 35
MN
MN
539
605 ROSIGNANO MARITTIMO
VIA GRAMSCI, 113
LI
540
VIA P. MASCAGNI, 2 - LOCALITA' ROSIGNANO SOLVAY
LI
541
PIAZZA GARIBALDI, 21 - LOCALITA' VADA
LI
542
VIA AURELIA, 725 - LOCALITA' CALETTA
LI
543
40025 ROVERBELLA
PIAZZA CAVOUR,3
MN
544
40315 ROZZANO
VIALE LOMBARDIA, 34
MI
545
70195 RUFINA
P.ZZA KURGAN, 7
FI
CORSO V. EMANUELE II, 7
LT
546
470 SABAUDIA
547
40166 SABBIONETA
VIA VESPASIANO GONZAGA, 59
MN
548
10706 SAINT CHRISTOPHE
LOCALITA' GRAND CHEMIN N. 32
AO
500 SALERNO
VIA ROMA, 118
SA
550
505 SALERNO
CORSO VITTORIO EMANUELE, 112
SA
551
1541 SALERNO
VIA BELISARIO CORENZIO, 5
SA
552
10955 SALERNO
VIA BERNARDO GAETA
SA
549
68
Num
BUILDING
CODE
MUNICIPALITY
ADDRESS
PROVINCE
553
70248 SAN BENEDETTO DEI MARSI
LARGO CONCEZIONE
AQ
554
40146 SAN BENEDETTO PO
VIA FERRI, 80
MN
VIA ROMA, 26
SI
555
111 SAN CASCIANO DEI BAGNI
556
325 SAN CASCIANO IN VAL DI PESA
VIA MACHIAVELLI, 19
FI
557
VIA VOLTERRANA, 53 - LOCALITA' CERBAIA
FI
558
VIA MORROCCHESI, 18
FI
559
11404 SAN CESARIO DI LECCE
VIA DANTE, 48
LE
VIALE TITTONI, 65 - LOCALITA' LA CONA
LT
560
455 SAN FELICE CIRCEO
561
40309 SAN FELICE SUL PANARO
VIA CAMPI, 23/25
MO
562
40283 SAN GIACOMO DELLE SEGNATE
VIA RONCADA, 28
MN
PIAZZA DELLA CISTERNA, 9-10
SI
563
1030 SAN GIMIGNANO
564
70130 SAN GIMIGNANO
P.ZZA DELLA CISTERNA, 26
SI
565
70131 SAN GIOVANNI VALDARNO
P.ZZA CAVOUR, 4
AR
566
955 SAN GIULIANO TERME
VIA DE AMICIS, 127 - LOCALITA' ARENA PISANA
PI
567
985 SAN GIULIANO TERME
LARGO PERCY SHELLY, 4
PI
568
40138 SAN LAZZARO DI SAVENA
VIA EMILIA, 378 - LOCALITA' IDICE
BO
569
70133 SAN MARCELLO PISTOIESE
VIA S. LEOPOLDO, 110
PT
570
40154 SAN MARTINO DALL'ARGINE
VIA GARIBALDI, 70
MN
571
70194 SAN MINIATO
VIA A. MORO, 171 - LOCALITA' SAN MINIATO BASSO
PI
572
VIA APPIA, 42
CE
573
1215 SAN QUIRICO D'ORCIA
201 SAN PRISCO
VIA DANTE ALIGHIERI, 32
SI
574
930 SAN VINCENZO
VIA V. EMANUELE, 38
LI
575
11403 SANNICOLA
PIAZZA DELLA REPUBBLICA
LE
576
70206 SANSEPOLCRO
VIA DEL PRUCINO, 16
AR
577
70232 SANTA CROCE SULL'ARNO
P.ZZA DEL POPOLO, 13
PI
578
70137 SANTA MARIA A MONTE
P.ZZA DELLA VITTORIA, 32
PI
VIA MATTEOTTI, 19
SA
579
76 SARNO
580
190 SARTEANO
PIAZZALE IPPOCRATE, 1
SI
581
145 SARZANA
SP
582
271 SARZANA
P.ZZA GARIBALDI, 8
VIA GIOVANNI XXIII - LOCALITA' MARINELLA
SARZANA
VIA DELLE TRINCEE, 50R
SP
583
149 SAVONA
584
62 SCAFATI
VIA NAZIONALE, 21
SA
585
70055 SCANDICCI
VIA PISANA, 196/A
FI
586
70138 SCANSANO
GR
587
47 SCARLINO
SV
VIA C. CITERNI, 5
GR
588
70236 SCARPERIA
V.LE G. MATTEOTTI, 27
FI
589
40312 SCHIVENOGLIA
VIA GARIBALDI, 2
MN
590
826 SCORZE'
VIA VENEZIA
VE
591
40117 SEGRATE
VIA CRISTEI, 1
MI
675 SERAVEZZA
PIAZZA MATTEOTTI, 6 - LOCALITA' QUERCETA
LU
680 SERAVEZZA
PIAZZA MAZZINI, 8
LU
VIA MAMELI, 2
MN
PIAZZA V.EMANUELE 7
CL
592
593
594
595
596
40189 SERMIDE
244 SERRADIFALCO
P.ZZA GRAMSCI, 6 - LOCALITA' CASALGUIDI
PT
597
70020 SERRAVALLE PISTOIESE
340 SESTO FIORENTINO
P.ZZA GINORI, 18-19
FI
598
70139 SESTO FIORENTINO
VIA CAVALLOTTI, 61
FI
599
40109 SETTALA
VIA CERCA, 1
MI
600
2 SIENA
VIA RICASOLI 36/60
SI
601
6 SIENA
VIA TERMINI, 31
SI
602
746 SIENA
PIAZZA AMENDOLA N. 12
SI
603
1225 SIENA
VIALE CAVOUR, 150
SI
69
Num
BUILDING
CODE
MUNICIPALITY
ADDRESS
PROVINCE
604
1235 SIENA
VIA MALAVOLTI, 11-15
SI
605
1240 SIENA
VIA MONTANINI, 76-82
SI
606
1310 SIENA
VIA FRANCI, 20
SI
607
1335 SIENA
VIA MAZZINI, 23
SI
608
1375 SIENA
VIA PIAN D'OVILE N. 76 - 80 E 116
SI
609
1465 SIENA
VIA DEI ROSSI, 41-43
SI
610
1486 SIENA
VIA QUINTO SETTANO, 15 BIS
SI
611
1603 SIENA
VIALE TOSELLI 60 75
SI
612
2622 SIENA
PIAZZA DELL'ABBADIA, 7
SI
613
11290 SIENA
VIA LIPPO MEMMI 7/9
SI
614
11431 SIENA
VIA LIPPO MEMMI, 14
SI
615
70143 SIENA
P.ZZA TOLOMEI
SI
616
70208 SIENA
P.ZZA AMENDOLA, 4
SI
617
8205 SIENA*
VIA ALDO MORO,11/15
SI
618
1115 SIGNA
PIAZZA CAVALLOTTI, 8
FI
619
70145 SIGNA
VIA ROMA, 39
PIAZZA DELLA REPUBBLICA, 9 - LOCALITA' PIEVE DI
SINALUNGA
VIA VITTORIO EMANUELE, 18 - LOCALITA' BETTOLLE
FI
620
895 SINALUNGA
621
905 SINALUNGA
622
70104 SINALUNGA
VIA TRIESTE, 15 - LOCALITA' PIEVE DI SINALUNGA
SI
623
11130 SOGLIANO CAVOUR
PIAZZA ARMANDO DIAZ, 21
LE
246 SOMMATINO
CL
835 SORANO
624
625
SI
SI
PIAZZA DEL MUNICIPIO, 1
GR
626
1210 SOVICILLE
VIA MASSETANA, 87 - LOCALITA' ROSIA
SI
627
380 SPOLETO
VIA FLAMINIA, 5
PG
VIA ARETINA N.8
AR
VIA LECCE, 35
LE
VIA BREDA, 13
MN
VIA LEPORATTI, 2
LI
VIA LUPI MENOTTI, 3
MN
VIALE MAGNA GRECIA, 76-78
TA
628
629
630
631
161 SUBBIANO
11407 SURBO
40093 SUSTINENTE
935 SUVERETO
632
40185 SUZZARA
633
69 TARANTO
634
10301 TARANTO
VIA D'AQUINO
TA
635
11408 TARANTO
VIA D'AQUINO, 111
TA
636
1445 TARQUINIA
C.SO V. EMANUELE, 44
VT
637
1530 TERNI
CORSO TACITO, 38
TR
638
1385 TERNI
VIA LUNGONERA, 72
TR
P.ZZA REPUBBLICA, 1
AR
639
53 TERRANUOVA BRACCIOLINI
640
70148 TERRANUOVA BRACCIOLINI
VIA CONCINI, 32/A
AR
641
70167 TERRICCIOLA
P.ZZA XX SETTEMBRE, 1
PI
CORSO GIULIO CESARE, 168
TO
642
321 TORINO
643
1466 TORINO
CORSO SIRACUSA, 154 B
TO
644
1460 TORINO
VIA MAZZINI, 14/16
TO
645
152 TORRE ANNUNZIATA
NA
646
915 TORRITA DI SIENA
VIALE MAZZINI, 93 - LOCALITA' TORRITA STAZIONE
SI
VIA ROSSINI, 20
BA
VIA XXX GENNAIO, 78
TP
VIA BENEDETTO CROCE, 15
MI
647
648
11409 TRANI
1261 TRAPANI
649
40088 TREZZANO SUL NAVIGLIO
650
865 TUORO SUL TRASIMENO
VIA ROMA, 29
PG
195 UDINE
VIA POSCOLLE, 83
UD
VIA ROMA, 97
PG
PIAZZA CAP. LONGHO, 9
PA
VIA G. BRAGA
PO
651
652
70227 UMBERTIDE
653
251 USTICA
654
70150 VAIANO
70
Num
655
BUILDING
CODE
MUNICIPALITY
36 VARESE
ADDRESS
PROVINCE
PIAZZA CACCIATORI DELLE ALPI
VA
656
70151 VECCHIANO
PI
657
10279 VEDANO AL LAMBRO
VIA LIBERTA, 1
MI
658
93 VENETICO
PIAZZA MADONNA DELLE GRAZIE
ME
659
117 VENEZIA
CORSO DEL POPOLO, 7 - LOCALITA' MESTRE
VE
660
1317 VERCELLI
P.ZZA CAVOUR
VC
661
40096 VERMEZZO
VIA PONTI CARMINE,14
MI
VIA FRANCIA, 4
VR
662
3 VERONA
663
11288 VERONA
P.ZZA SCALA - VIA ANFITEATRO 4
VR
664
40072 VIADANA
VIA RIMEMBRANZE, 17 - LOCALITA' CICOGNARA
MN
665
40288 VIADANA
VIA GIUSEPPE VERDI, 12
MN
VIA FRATTI 268
LU
666
123 VIAREGGIO
667
1410 VIAREGGIO
CSO GARIBALDI-VIA CAVALLOTTI
LU
668
1505 VIAREGGIO
VIA AURELIA ANG. VIA GARIBALDI - LOC. TORRE DEL
LAGO PUCCINI
LU
669
70154 VIAREGGIO
670
70155 VICCHIO
671
70156 VICOPISANO
672
515 VIETRI SUL MARE
673
70158 VILLA BASILICA
674
40090 VILLA CARCINA
675
LU
VIA MAZZINI, 26
SA
P.ZZA DELL'ORATORIO, 48
LU
VIA BERNOCCHI, 9
BS
FI
PI
VIALE ITALIA, 74
RC
676
70159 VILLAFRANCA IN LUNIGIANA
VIA XXV APRILE, 20
MS
677
40254 VILLIMPENTA
MN
678
40114 VIRGILIO
679
54 VITERBO
VIA ROMA, 38
VIA DELL'ARGINOTTO, 1 - LOCALITA' CERESE DI
VIRGILIO
CORSO ITALIA, 6
71 VITERBO
VIALE TRENTO, 5
VT
PIAZZA G. GARIBALDI, 9
MN
PIAZZA MARTIRI DELLA LIBERTA, 2
PI
PIAZZA ROMA, 5
MI
680
681
682
683
131 VILLA SAN GIOVANNI
VIA M. COPPINO, 297, 299, 303
CORSO DEL POPOLO, 45 - LOCALITA' VICCHIO DEL
MUGELLO
P.ZZA CAVALCA 6/A
40035 VOLTA MANTOVANA
615 VOLTERRA
40053 ZIBIDO SAN GIACOMO
71
MN
VT
Annex 2
THE FINANCIAL STATEMENTS OF THE ISSUER AS OF 31 DECEMBER 2009
II
Translation from the Italian original which remains the definitive version
Casaforte S.r.l.
Registered office Via Eleonora Duse 53 - 00197 Roma
Tax identification and Rome Companies Register no. 03670580285
Administrative Business Register no 1244511
Share capital Euro 100.000 – fully paid in
ANNUAL REPORT 2009
1
Casaforte S.r.l. – Financial statements as of 31 December 2009
INDEX
Composition of management and audit firm
Management report at 31 December 2009
Notes to the financial statements as of 31 December 2009
Balance sheet and Profit and Loss Account
Statement of Comprehensive Income
Statement of Changes in Shareholders’ Equity
Statement of Financial Position
Notes to the financial statements
Part A- Accounting policies
Part B- Information on the Balance Sheet
Part C- Information on the Profit and Loss Account
Part D- Other information
2
Sole Director
Marc Bruno Zanelli
Audit Firm
Reconta Ernst & Young S.p.a.
3
MANAGEMENT REPORT AS OF 31 DECEMBER 2009
1. The company in 2009
As provided for by its by-laws and pursuant to Law no 130/99, the Company has as its sole
purpose the consummation of one or more credit-securitisation transactions, by buying existing
and future accounts receivable and financing such purchases through securities issues, as
provided by article 1.1(b) of Law 130/99.
With decree no 29 issued by the Ministry of Finance and Economics on 17 February 2009 some
conditions were re-defined, which, if occurring, oblige financial intermediaries to register with
the Special List set up pursuant to art 107 of the Consolidated Text of Banking Laws. On the
basis of such new ruling, credit securitisation companies pursuant to art 3 of Law 130/1999 no
longer need to get registered with that list. Following the publication of the Oversight
Dispositions on the Italian Official Gazette on 20 October 2009, credit securitisation companies,
and therefore also the company Casaforte S.r.l., were cancelled from the Special List pursuant to
art 107 of the Consolidated Text of Banking Laws. At closing of the fiscal year 2009, the
company is therefore no longer registered with the Special List, notwithstanding it continues to
apply international accounting principles.
In conformity with the provisions of Law Decree 38/2005, the financial statements as of 31
December 2009 were prepared in accordance with the IAS/IFRS accounting standards issued by
the International Accounting Standards Board (IASB) and the relevant interpretations issued by
the International Financial Reporting Interpretations Committee (IFRIC), validated by the
European Commission, as established by the EC Regulation no 1606 dated 19 July 2002, and in
compliance with the Instructions for preparing the financial statements of financial intermediaries
registered on the Special List, of electronic money institutions, of savings-management
companies and of securities brokerages, issued on 16 December 2009 by the Bank of Italy (this is
the sole regulation issued by the Bank of Italy which contains precise instructions for parties
applying the afore mentioned accounting principles to the preparation of their financial
statements) in the light of the application of the international accounting standards IAS/IFRS.
These financial statements comprise the Balance Sheet, the Profit and Loss Account, the
Statement of Comprehensive Income, the Statement of Changes in Net Equity, the Statement of
Financial Position at 31 December 2009 and the Notes to the Financial Statements.
4
The Company is registered in the general list of financial intermediaries pursuant to art 106 of
Law Decree no 385 dated 1 September 1993 and subjected to the oversight by the Bank of Italy.
Pursuant to Law 130/99, on 30 November 2001 the Company set up a securitisation transaction,
by buying accounts receivable without recourse from Banca Antonveneta Spa (replaced by Banca
Monte dei Paschi di Siena S.p.A. following the merger by incorporation, hereinafter the
“Originator”) according to which subsequently three classes of securities were issued.
On 20 April 2009 the securitisation transaction was closed with the repayment of Class A, B, C
notes, for a total amount of Euro 228.856.100, by using the cash deriving from the sales price of
the credits transferred on 16 April 2009 to the Originator Banca Monte dei Paschi di Siena S.p.a.,
determined in such a manner as to extinguish all liabilities pertaining to the separate portfolio.
The financial statements as of 31 December 2009 evidence a positive result, net of taxes, of Euro
2.474.
2. Course of the market of reference in 2009
After the international financial crisis in 2007 which continued during the whole year 2008, the
financial market in 2009 was characterised by exceptionally low interest rates on State securities
and rather high rates, if compared with preceding years, on corporate securities.
This situation was the logic consequence of a climate of aversion to risk characterising the year
2008, which due to the bank and economic crisis led the investors to seek comfort in more secure
State securities rather than in investments in corporate securities.
Anyway on the annual level the trend of the security markets was characterised by significant
increases, also following the measures of support to the financial system and to economy
introduced by Governments and by Central Banks, which led to a progressive improvement of
the economic situation and a climate of more confidence.
3. Significant events in 2009
On 17 February 2009 the Board of Directors took note that on 12 February 2009 the Board of
Directors of Banca Monte Paschi di Siena S.p.A. (in its capacity as Originator) resolved to
exercise the Option relating to the re-purchase of the portfolio at the Step-Up Date (20 April
2009) provided for in the Regulation of the Senior Notes (Senior Condition 7(d)), in the
Regulation of the Junior Notes (Class C Condition 7(d)) and in the “Intercreditor Agreement”
relating to the securitisation.
5
Due to the Originator’s exercising the re-purchase option, the securitisation transaction was
closed on 20 April 2009. Effective such date the expenditures for the maintenance of the
corporate structure are at the charge of the vehicle.
As provided for, the effects of such transaction involved for BMPS the payment of all liabilities
recorded by the Vehicle at the reference date (as per Offering Circular, the aggregate amount of
the Notes issued and other liabilities such as for example interest expense on Notes issued).
The difference between the value of the Residual debt of the mortgage loans at 20 April 2009 and
the value of the Notes issued (considering expenditures, interest expense and the residual excess
spread amount) has thus generated an extraordinary revenue for the SPV in the amount of Euro
86 thousand, arising from the residual gross interest income accrued on the bank accounts opened
for the securitisation transactions, and credits towards tax authorities transferrable to the SPV.
Effective the same date the expenditures for maintaining the corporate structure are at the charge
of the Vehicle, since no separate portfolio exists to which they can be charged.
The residual cash on the bank accounts opened for the securitisation transaction, which were
contemporaneously closed, was credited to the company’s bank account held with Banca
Antonveneta S.p.A..
On 14 September 2009, with transfer authenticated by Banca Antonveneta S.p.a., Mr Antonio
Cortellazzo and Banca Monte dei Paschi di Siena S.p.A., with registered offices in Siena, Piazza
Salimbeni 3, transferred to the company Stichting Perimetro, with registered offices in
Amsterdam, 24 Claude Debussylaan, respectively 2 shares, aggregate nominal value € 2.000,00
and 98 shares, nominal value € 98.000,00. After such transfer the share capital, equal to €
100.000,00 is fully held by the company Stichting Perimetro.
It should also be noted that during the shareholders’ meeting of 17 September 2009 the company
decided:
-
to transform the juridical form of the company from “Società per Azioni” (public limited
company under Italian law) to “Società a responsabilità limitata” (private limited
company under Italian law) with the denomination “Casaforte S.r.l.”;
-
to transfer the registered offices from Padua (PD), Via Porciglia 14 to Roma (RM), Via
Eleonora Duse 53;
6
-
to accept the dismissal of the Board of Directors effective the date of the registration of
the deed with the Companies’ register on 21 September 2009 and the appointment up to
revocation of Mr Zanelli Marc Bruno as Sole Director;
-
to accept the dismissal of the Board of Statutory Auditors effective the date of registration
of the deed with the Companies’ register on 21 September 2009, without reforming it
since pursuant to art 2477, Italian Civil Code, this is no longer compulsory.
-
to approve all articles of the next text of the by-laws.
4. Economicfinancial highlights December 2009
December 2008
Tangible and intangible assets
Current assets, net
101.797
98.019
Net invested capital
101.797
98.019
Net equity
Funds
101.797
-
98.019
-
Net financial positions
Total as coverage of net invested capital
-
-
101.797
98.019
Interest margin
Commission income
Commission expense
Net result of financial activities at fair value
Intermediation margin
Value adjustments on accounts receivable
Operating costs
Operating proceeds
Result of operations
Taxes
Net result
01.01.2009
31.12.2009
7.831
(330)
01.01.2008
31.12.2008
2.798
(8)
-
-
7.501
2.790
(104.927)
103.894
6.468
(2.691)
3.777
(115.563)
115.563
2.790
(485)
2.305
5. Significant post-closing events
No events worthy to be mentioned occurred after 31 December 2009.
7
6. Outlook
As far as the separate portfolio is concerned, at the balance sheet date the Company has not
finalised any other securitisation transaction. Currently negotiation and valuation activities
relating to a possible credit securitisation transaction are in progress.
7. Going concern
The financial statements closed at 31 December 2009 were drawn up on the going concern basis,
inasmuch as at present the company knows of no significant uncertainties due to events or
conditions that might raise doubts about its capacity to continue to operate as going concern. The
Company risks the impoverishment of the share capital if during the current year no adequate
revenue resource for maintaining the structure expenses is found, in lack of a separate portfolio to
which such costs can be recharged; during the course of the next fiscal year the company should
be involved in a new securitisation transaction, thus establishing the condition for the company to
remain a going concern for a future period of at least 12 months from the balance sheet date. In
lack of new securitisation transactions, the financial support necessary to carry on the business
activity will be guaranteed by Banca Monte dei Paschi di Siena S.p.A., as established by an
agreement stipulated between the parties named “Letter of undertaking in connection with the
unwinding of the securitisation transaction carried out in April 2002 by Giotto Finance S.p.A. –
(now Casaforte S.r.l.)” dated 20 April 2009.
8. Other information
A. Research and development activities
Because of the type o business in which it engages, the company conducted no such activities.
B. Relations with subsidiaries, associated parties, parent companies and companies subject
to the control of the latter
The company has no subsidiaries and/or associated companies and is not subject to the direction
and coordination by another company or body, pursuant to what established by art 2497-sexies
and 2497-septies, Italian Civil Code. The Company is fully held by Stichting Perimetro,
foundation under Dutch laws.
C. Treasury shares and/or parent company shares
8
The company owns no treasury shares or parent company shares, either directly or indirectly and
did not negotiate any such shares in 2009.
D. Risk management
The following information refers to the Company’s operations. As regards the separate portfolio,
relevant information is given in Section 3, Part F.
Liquidity risk
Because the financial commitments involved in its ordinary operations are very small, the
company believes it has sufficient funds to meet them.
Interest rate risk
The company has no financial assets or liabilities that would expose it to significant interest rate
risks.
Exchange risk
The company operates only at the domestic level, hence it is not exposed to exchange risk.
Price risk
The company is not exposed to any significant price risk.
Credit risk
The Company is not exposed to credit risk-.
E. Secondary offices
The company has no secondary or other offices.
F. Direction and coordination
The Company was subjected to direction and coordination by Banca Monte Paschi di Siena
S.p.a. until 14 September 2009, date of transferral of 98 shares to Stichting Perimetro. Pursuant to
art 2497 bis, Italian Civil Code, at 31 December 2009 the company is not subject to direction and
coordination by the sole shareholder.
G. Other information
The Company follows the prevailing orientation based on the Bank of Italy’s order no. 14890
dated 29 March 2000, confirmed by the Revenue Agency’s Circular 8/E dated 6 February 2003,
regarding the tax treatment of separate asset portfolios held by credit-securitisation companies,
9
whereby earnings from the management of securitised assets during the course of the transactions
in question are not available to the company, hence the spread, if any, does not constitute taxable
income. This assumption is in line with the instructions issued by the Bank of Italy in the
aforesaid order of 29 March 2000, whereby the profit and loss account of securitisation
companies is not influenced by cash inflows and outflows related to the credits for principal and
interest related to the securitised portfolio, nor by the expenses incurred by the Company to
manage each transaction.
Anyway, any earnings remaining after all the creditors of the separate portfolio have been
satisfied will be taxable because they will be legally available to the Company and will therefore
constitute taxable income at the term of each securitisation transaction. Only in such moment, in
the case under examination, the an and the determinability of quantum provided by art 75 of the
Consolidated Text of Banking Laws become certain, so that a certain component will become
part of the taxable income.
Consequently, it should be noted that the residual result of the credit portfolio, once satisfied all
creditors of the separate portfolio pertaining to the company at 20 April 2009 (date in which the
securitisation transaction was closed) is to be considered subject to taxation since falling under
the juridical availabilities of the company, becoming part of its taxable income.
Similarly, the credits relating to withholding taxes on the SPV’s banks accounts, stated under
assets of the segregate portfolio at 20 April 2009 in the amount of Euro 1.795, on the basis of
what stated in the preceding paragraph and in conformity with the Revenue Agency’s Resolution
no 22/E dated 5 December 2003 can be used for the purpose of deduction in the tax period to
which these financial statements refer.
Roma, 31 March 2010
Casaforte s.r.l
The Sole Director
Marc Bruno Zanelli
10
BALANCE SHEET
Assets
31 Dec. 2009
31 Dec. 2008
183.006
49.337
183.006
49.337
120 Tax assets
a) current
3.990
1.106
3.990
1.106
140 Other
1.746
98.017
188.742
148.460
4.409
2.880
4.409
2.880
82.536
47.561
100.000
100.000
(1.980)
(4.285)
197
(5.521)
3.344
82
(5.521)
1.154
3.777
2.305
188.742
148.460
60
Accounts receivable
a) due from banks
Total assets
Liabilities and Shareholders’ Equity
70
90
Tax liabilities
(a) current
Other liabilities
120 Share capital
160 Reserves
Legal reserve
of which from “FTA”
Income (loss) carried forward
180 Income (loss) of the year
Total liabilities and Shareholders’ Equity
11
31 Dec. 2009
31 Dec. 2008
Interest income and similar proceeds
7.831
2.798
Interest margin
7.831
2.798
Commission expense
(330)
(8)
Net commissions
(330)
(8)
7.501
2.790
(101.131)
(114.979)
(a) Cost of personnel
(b) Other administrative expenses
(18.876)
(82.255)
(27.999)
(86.980)
160 Other operating revenues and charges
100.098
114.979
6.468
2.790
Profit (loss) of current operations before taxes
6.468
2.790
(2.691)
(485)
3.777
2.305
10
40
110 Administrative expenses
190 Current income taxes
Profit (loss) of the year
12
The revised version of IAS 1 regarding the presentation of financial statements, approved by the
European Union in Reg. no 1274 dated 17 December 2008, the application of which is mandatory
effective fiscal year 2009, has introduced the so-called “Statement of Comprehensive Income”
(overall profitability), a form furnishing specific information in the financial statement schedules
and/or notes to the financial statements. The form summarises the data contained in the profit and
loss account with the costs and revenues recognised directly in equity. The company has no items
recognised directly in equity.
13
14
15
16
NOTES TO THE FINANCIAL STATEMENTS
PART A –ACCOUNTING POLICIES
A.1 GENERAL
Section 1 – Statement of conformity with the International accounting standards
The financial statements at 31 December 2009 were prepared in accordance with the International
Financial Reporting Standards (“IFRS”) and the relevant interpretations issued by the
International Accounting Standards Board (“IASB”), which were enacted in Italy by Legislative
Decree 38 dated 28 February 2005, following the issuance of EU Regulation 1606/2002, and in
compliance with the oversight instructions contained in the Bank of Italy’s order of 16 December
2009 (instructions for preparing the financial statements of financial intermediaries registered on
the Special List, of electronic money institutions, of savings-management companies and of
securities brokerages).
Hereinafter there is a list of the international accounting principles IAS/IFRS and the relative
interpretations SIC/IFRIC, the application of which to the 2009 financial statements is
compulsory. The international accounting principles and the relevant interpretations validated
before the month of October 2008 were summarised by the European Commission in a sole text,
namely EC Ruling 1126/2008.
The list also evidences the amendments, the application of which is compulsory effective 2009.
In particular, the column “Improvements to international accounting principles” evidences the
main amendments introduced by IASB in the context of the project, finalised at producing
improvements to the different principles through interventions which anyway have no impact on
the totality of the system of the principles.
List of IAS/IFRS principles the application of which is compulsory to the 2009
financial statements
Accounting principles
IAS 1
Presentation of the financial statements
Amendments the application of which is
compulsory effective 2009
Improvements to
international
accounting
Other amendments
principles (R.C.
70/09)
Full revision R.C.
1274/08 amendment R.C.
S
53/09
17
IAS 2
Stocks
IAS 7
IAS 10
Statement of financial position
Accounting principles, changes in book estimates, and
errors
Post-closing events
IAS 11
Long-term work orders
IAS 12
IAS 16
Income taxes
Information on the sector (replaced by IFRS 8 effective
1 January 2009)
Property, plant and machinery
IAS 17
Leasing
IAS 18
Revenues
IAS 19
S
IAS 21
Benefits for employees
Booking of public contributions and information on
public assistance
Effect of changes in foreign currency exchange rates
IAS 23
Financial charges
S
IAS 8
IAS 14
IAS 20
S
S
IAS 26
Financial statement information on transactions with
correlated parties
Representation of pension funds in financial statements
IAS 27
Consolidated and separate financial statements
IAS 28
Shareholdings in associated companies
S
IAS 29
Accounting representation in hyper inflated economies
S
IAS 31
Shareholdings in joint ventures
S
IAS 32
Financial instruments: exposure in financial statements
IAS 33
Profit per share
IAS 34
Interim financial statements
IAS 36
Durable reduction of asset value
IAS 37
Provisions, potential assets and liabilities
IAS 38
Intangible assets
S
IAS 39
Financial instruments: exposure and valuation
S
IAS 40
Realty investments
S
IAS 41
Agriculture
First adoption of International Financial Reporting
Standards
IAS 24
IFRS 1
IFRS 2
Payments based on shares
IFRS 3
Company aggregations
IFRS 4
Insurance contracts
Non current assets held for sale and terminated
operating activities
IFRS 5
Full revision R.C.
1260/08
Amendment R.C. 69/09
S
Amendment
R.C. 1261/08
18
IFRS 6
Exploitation and valuation of mineral resources
IFRS 7
Financial instruments: integrative information
IFRS 8
Operating sectors (replaces IAS 14) applicable effective
2009
Amendments R.C. 824/09
and 1165/09
Whole principle came
into force
R.C. 1358/07
Section 2 – General principles
The financial statements were prepared with the intent of presenting a true and fair view of the
company’s equity and financial position, its cash flow and its economic result for the year. They
were prepared on the going-concern basis (IAS 1, para. 23), according to the accrual method
(IAS 1 paras. 25 and 26) and in conformity with the principle of consistency in presenting and
classifying the items (IAS 1, para. 27). Assets and liabilities, revenues and costs were not offset
unless required or allowed by a principle or an interpretation (IAS 1, para. 32).
The financial statements comprise the compulsory accounting statements provided for by IAS 1,
in particular the Balance Sheet, the Profit and Loss Account, the Statement of Comprehensive
Income Financial Intermediaries, the Statement of Changes in Shareholders’ Equity, the
Statement of Financial Position and these Notes to the Financial Statements.
For each item of the Balance Sheet and the Profit and Loss Account the comparative prior year’s
figure is stated.
The financial statements use the euro as the functional currency; if not specified otherwise, the
figures are stated in whole euros.
These financial statements are accompanied by the Management Report.
These financial statements are subjected to voluntary audit by Reconta Ernst & Young S.p.A.
Section 3 – Post-closing events
No event worthy of note has occurred since 31 December 2009.
A.2 MAIN HEADINGS IN THE FINANCIAL STATEMENTS
This section describes the accounting principles followed in preparing the financial statements at
31 December 2009, with reference solely to the assets, liabilities, costs and revenues listed in the
schedules. Booking criteria, classification criteria, valuation criteria and cancellation criteria are
explained for each heading.
19
ACCOUNTS RECEIVABLE
Booking criteria
Receivables are booked at their issuance date; that is, the date when the Company becomes a
party to the contract clauses and in consequence is legally entitled to receive the relevant sum.
They are initially posted at their fair value corresponding to the amount disbursed or the price
paid, since there is no assumption of impairment.
Classification criteria
Accounts receivable include credits with banks for the amounts available in the Company’s
accounts and receivables classified as “Other assets”.
Valuation criteria
After their initial booking, credits with banks are valued at their original value.
As regards other receivables, the existence of objective evidence of impairment is verified at each
closing date.
Cancellation criteria
Receivables are cancelled if and when they are sold and essentially all risks and benefits related
thereto are transferred, or when the contractual rights expire, or if the receivable is judged to be
definitively unrecoverable.
ACCOUNTS PAYABLE
Booking criteria
Payables are booked when the Company becomes party to the contract clauses and in
consequence is legally obligated to pay the relevant sum.
They are initially posted at their fair value, which normally corresponds to the amount to be paid.
This heading includes sums payable for taxes and to suppliers.
Valuation criteria
20
As accounts payable are short-term liabilities for which the time factor is negligible, they are
booked at their original value.
Accounts payable are cancelled when the liabilities have been paid or have expired.
CURRENT AND DEFERRED TAX ASSETS AND LIABILITIES
Booking criteria
Tax items are booked at the moment when the different types of withholdings are ascertainable.
This heading lists current and deferred tax assets and liabilities.
Valuation criteria
Current and deferred tax assets and liabilities are stated without any offsetting.
Current tax assets are booked at the nominal value of the credits for tax prepayments. Current tax
liabilities are booked at the face value of the withholdings effected, whereas taxes for the period
are determined on the basis of a realistic estimate of the tax charges due under current legislation.
Deferred tax liabilities are calculated independently of the present or expected tax loss situation.
The booking of deferred tax assets is subject to the reasonable expectation of their recoverability.
Prepaid and deferred taxes are stated in order to reflect the future benefits and/or charges arising
upon temporary differences between the book values of assets and liabilities posted in the balance
sheet and the corresponding values considered for current tax purposes, and upon tax loss carryforwards.
In accordance with the principle of prudence, credits for prepaid taxes are posted in the balance
sheet if it is reasonably certain that in the years when the deductible temporary differences that
led to the booking of prepaid taxes are reversed, the Company’s taxable income will not be
smaller than the amount of the differences to be cancelled. Conversely, liabilities for deferred
taxes are not booked if they are unlikely to materialise.
21
Deferred and prepaid taxes are determined on the basis of the income tax rates that are expected
to be in force during the years when the timing differences will be cancelled out. The effect of
changes in tax rates is accounted for in the year when the relevant legal measures are approved.
Current tax items (assets and liabilities) are cancelled when, at the legal deadlines, the Company
remits the different types of taxes it has charged in its capacity as withholding agent.
Deferred taxes are cancelled if and when they are expected to be unrecoverable.
COSTS AND REVENUES
Costs are booked in the profit and loss account at the moment when a decrease in future
economic benefits entails a reliably determined decrease in assets or increase in liabilities. They
are booked according to the criterion of direct association with specific revenue items
(correlation costs and revenues).
Revenues are booked in the profit and loss account at the moment when an increase in future
economic benefits entails a reliably determinable increase in assets or decrease in liabilities.
This means that when a revenue is booked, an increase in assets or a decrease in liabilities is
booked at the same time. The main revenue item in the company’s financial statements regards
the backcharge of costs relating to the securitisation transaction stated before.
PART B – INFORMATION ON THE BALANCE SHEET
ASSETS
Section 6 – Accounts receivable – Item 60
6.1 “Due from banks”
Composition
31.12.2009
31.12.2008
Changes
183.006
49.337
133.669
Repurchase agreements
-
-
-
Financings
-
-
-
3.1 Finance leases
-
-
-
3.2 Factoring
-
-
-
-
-
-
1.
Deposits and current accounts
2.
3.
- with recourse
22
- without recourse
-
-
-
3.3 Other financing
-
-
-
4.
Debt securities
-
-
-
5.
Other assets
-
-
-
6.
Uncancelled sold assets
-
-
-
6.1 stated in full
-
-
-
6.2 stated partially
-
-
-
Deteriorated assets
-
-
-
7.1 from financial lease
-
-
-
7.2 from factoring
-
-
-
7.3 other financings
-
-
-
Total book value
183.006
49.337
133.669
TOTAL FAIR VALUE
183.006
49.337
133.669
7.
The fair value of receivables is equal to their balance sheet value, in consideration of the fact that
these comprise exclusively short-term accounts receivable.
Section 12 – Tax assets and liabilities
12.1 “Current and prepaid tax assets”
Tax assets comprise the item stated in the following table.
Composition
Ires (State income tax) credit from “Unico” tax return
Irap (regional income tax) credit from “Unico” tax return
Irap prepayment
31.12.2009
31.12.2008
Changes
637
10
256
35
0
0
256
Credit for withholding tax on bank interest income
3.087
755
2.332
Total book value
3.990
1.106
2.884
28
10
12.2 Composition of item 70 “Current and deferred tax liabilities”
The particulars of tax liabilities are evidenced in the following table
Composition
31.12.2009
31.12.2008
Changes
Due for current income tax – IRES (State income tax)
Due for current income tax – IRAP (regional income
tax)
Due for withholding tax
2.691
0
2.691
0
1.718
256
2.624
(256)
Total tax liabilities
4.409
2.880
1.529
(906)
23
Section 14 – Other assets – Item 140
14.1 Composition of item 140 “Other assets”
Other assets comprise the items, due at sight, detailed in the following table.
Composition
31.12.2009
31.12.2008
Changes
Due from securitisation transaction
Due from service providers for advances
Prepayments
0
1.718
28
98.017
0
2
(98.017)
Total other assets
1.746
98.017
(96.271)
1.718
28
LIABILITIES
Section 9 – Other liabilities – Item 90
9.1 Composition of item 90 “Other liabilities”
The particulars of this item are evidenced in the following table:
Composition
Due to suppliers for invoices to be received
Due to suppliers for invoices received
Due to the Directors
Fees due to the Board of Statutory Auditors
Due to social security institutions
31.12.2009
30.122
51.702
712
0
0
31.12.2008
Changes
30.122
11.831
712
(7.426)
(264)
0
39.871
0
7426
264
Total book value
82.536
47.561
34.975
Due to suppliers for invoices received and due to Directors evidence the payables accrued during
the year for services received.
Payables for invoices to be received relate to accruals made at 31 December 2009 for costs
pertaining to the fiscal year, for which at the closing date of the financial statements the invoices
had not been received yet.
Section 12 – Equity
The shareholders’ equity exclusively comprises the share capital.
12.1 Composition of item 120 “Capital”
Type
1. Capital
Amount
100.000
1.1 Common shares
24
1.2 Other shares
1.3 Quotas
100.000
At 31 December 2009 the share capital amounts to Euro 100.000, split up in 100 quotas with
nominal value of Euro 1.000 and fully held by Stichting Perimetro, registered office in
Amsterdam (the Netherlands) – 1082MD Claude Debussylaan 24, Italian tax identification code
97534280157. At 31 December 2009 the share capital was fully paid in.
12.5 Other information
The following table states the net equity items, in conformity with what provided for by art
2427/7b, Italian Civil Code.
Retained
earnings
Legal
A.
Beginning balances
B.
Increases
Total
82
1.154
-
1.236
-
-
-
-
115
2.190
-
2.305
B. Other changes
-
-
-
-
Decreases
-
-
-
-
- loss coverage
-
-
-
-
- distribution
-
-
-
-
- transfer to capital
-
-
-
-
197
3.344
-
3.541
B. Allocation of income
C.
Losses carried
forward
C.1 Utilisations
D.
Closing balances
Financial
assets
available
for sale
Tangible
assets
Intangible
assets
Hedging
of
financial
flows
Special
revaluation
laws
Total
Other
A.
Beginning balances
-
-
-
-
(5.521)
(1)
(5.522)
B.
Increases
-
-
-
-
-
-
-
B.1 Positive changes
in fair value
-
-
-
-
-
-
-
B.2 Other changes
-
-
-
-
-
1
-
Decreases
-
-
-
-
-
-
-
C.1 Negative
changes in fair value
-
-
-
-
-
-
-
C.2 Other changes
-
-
-
-
C.
25
D.
Closing balances
-
-
-
(5.521)
-
-
-
(5.521)
PART C – INFORMATION ON THE PROFIT AND LOSS ACCOUNT
Section 1 – Interest
1.1 Composition of item 10 “Interest income and similar revenues”
Items/forms
Other
2009
2008
1.
Financial assets held for negotiation
-
-
-
2.
Financial assets carried at fair value
-
-
-
3.
. Financial assets available for sale
-
-
-
4.
. Financial assets held until maturity
-
-
-
5.
Accounts receivable
- for financial leasing
-
-
-
- for factoring
-
-
-
- for guarantees and commitments
-
-
-
7.831
7.831
2.798
-
-
-
- for factoring
-
-
-
-
-
-
for other accounts receivable
-
-
-
-
-
-
- for factoring
-
-
-
-
-
-
-
-
-
5.1 Due from banks
5.2 Due from other finance granters
5.3 Trade accounts receivable
6.
Other assets
-
-
-
7.
Hedging derivatives
-
-
-
7.831
7.831
2.798
Total book value
26
Interest income refers to gross interest income accrued as of 31 December 2009 on the bank
account no 3245362 held with Banca Antonveneta S.p.A., Padua Branch, Central Agency.
Section 2 – Commissions
2.4 Composition of item 40 “Commission expense”
Details/Sectors
31.12.2009
31.12.2008
1.
Guarantees received
-
-
2.
Distribution of third-party services
-
-
3.
Collection and payment services
-
-
4.
Bank commissions
Total
330
8
330
8
The item, equal to Euro 330, exclusively refers to bank commissions on the company’s bank
account.
Section 9 – Administrative expenses – Item 110
9.1 Composition of item 110.a “ Cost of personnel”
Items/Sectors
31.12.2009
31.12.2008
1.
Employees
-
-
2.
Other personnel in force
-
-
3.
Directors and Statutory Auditors
18.876
27.999
4.
Retirees
Expenses recovered for employees assigned
to other companies
Refund of expenses for employees assigned
to other companies
-
-
-
-
-
-
18.876
27.999
5.
6.
Total
9.3 Composition of item 110.b “Other administrative expenses”
Other administrative expenses evidence a balance of Euro 87.616 and comprise:
Items/sectors
31.12.2009
31.12.2008
Professional fees
15.895
3.747
Audit fees
57.724
83.233
Data elaboration costs
2.183
0
Sundry administrative expenses
6.453
0
27
Total
82.255
86.980
Section 14 – Other operating revenues and charges
14.1 Composition of item 160 “Other operating revenues and charges”
Items/Sectors
Taxes
Non-recurring ordinary charges
Non-recurring ordinary revenues
Sundry revenues and proceeds
31.12.2009
(581)
(3.215)
2.985
100.909
31.12.2008
(584)
0
0
115.563
100.098
114.980
Total
The revenues in the amount of Euro 100.909 refer to the sums repaid by the separate portfolio
and to the positive result at the closing of the securitisation transaction on 20 April 2009.
Section 17 – Income taxes on the current period – item 190
1. Current income taxes
2. Changes in prior year’s current taxes
3. Reduction of current income taxes of the period
4. Change in tax prepayments
5. Change in deferred taxes
Total book value
31.12.2009
2.691
31.12.2008
485
2.691
485
28
PART D – OTHER INFORMATION
F – OTHER INFORMATION AND EXPLANATORY NOTES ON THE SEPARATE PORTFOLIO
F.1 SUMMARY TABLE OF SECURITISED ASSETS AND NOTES ISSUED
STATUS OF THE TRANSACTION AT 31 DECEMBER 2009
Amounts expressed in Euro
31.12.2009
31.12.2008
A. SECURITISED ASSETS
A.1) Accounts receivable
B.
C.
Application of cash generated by credit management
B.2) Capital securities
B.3) Other
B.3 a) Cash in a/c BAPV Padua
B.3 b) Cash in a/c ABN AMRO London
B.3 c) Cash in a/c BNP PARIBAS Milano
B.3 d) Transitory loan instalments
B.3 e) Accrued income on securitised assets
Securities issued
C.1) Class A – Senior notes
C.2) Class B – Senior notes
C.3) Class C – Junior notes
D.
Financing received
E.
Other liabilities
E.1) Due to SPV
E.2) Accrued liabilities for interest on notes
E.3) Due for servicing commissions
E.4) Due for commissions and expenses payable
E.5) Accrued liabilities on IRS
E.6) Sum payable to BAPV
E.7) Other accrued liabilities
F. Interest expense on notes issued
F.1) Interest expense on Class A – Senior notes
F.2) ) Interest expense on Class B – Senior notes
F.3) ) Interest expense on Class C – Junior notes
F.4) Variable Return on Class C – Junior notes
F.5) Balance of Interest Rate Swap
G.
H.
I.
L.
Commissions and fees charged to the transaction
G.1) for servicing
G.2) for other services
G.2 a) Repayment of expenses to SPV
G.2 b) Treasury management
G.2 c) Administrative expenses and listing of notes
G.2 d) Commissions on guarantees received
G.2 e) Rating Agency commissions
Other charges
H.1) Bank charges
H.2) Amortisation of excess spread
H.3) Losses on receivables transferred to Servicer
H.4) Losses for credits on prior year’s late interest
H.5) Extraordinary charges
Interest generated by securitised assets
I.1) Interest of the period for loans purchased
Other revenues
L.1) Penalties on early extinctions of loans
L.2) Interest income, net of withholding tax, on bank deposits
L.3) Gains
L.4) Extraordinary revenues
0
0
204.405.528
204.405.528
0
0
0
0
0
0
0
0
2.542.353
22.670.457
70.358
5.871
748.455
26.037.494
0
0
0
0
82.046.100
53.000.000
93.810.000
228.856.100
0
0
0
0
0
0
0
0
0
0
98.017
1.892.802
48.618
136.428
4.250
1.198.802
10.139
3.389.056
650.673
579.732
568.072
1.754.325
461.329
4.014.131
5.852.996
2.962.020
1.907.470
5.262.616
(769.674)
15.215.428
45.042
223.520
15.348
0
4.250
15.139
5.980
85.759
115.563
25.000
18.000
50.833
14.812
447.728
41
9.648.577
5.617
0
0
9.654.235
172
3.911.944
740.787
3.718
16.956
4.673.577
3.313.925
3.313.925
15.164.841
15.164.841
19.362
67.692
1.757.311
10.483.529
12.327.895
116.959
567.007
0
43.153
727.119
29
The structure and form of the summary table are in line with those prescribed by the Bank of
Italy’s instructions of 16 December 2009, which acknowledged, with respect to the separate
portfolio, the general principles already indicated by the surveillance body in the proceedings
dated 29 March 2000 – “Financial statements of credit securitisation companies”.
The valuation criteria used for the most significant items are described below.
Securitised assets – Securitised credits
At 31 December 2009 the balance is equal to 0, since the securitisation was closed in the fiscal
year and transferred to Banca Monte dei Paschi di Siena S.p.A., as already stated before.
Uses of cash – Accounts receivable from banks
The receivables from bank comprise interest accrued.
year.
Notes issued
year and fully repaid, as already mentioned.
Other liabilities
year.
Interest, commissions, revenues and charges
Such positive and negative items are accounted for on the accrual basis.
The charges of the transaction comprise the losses relating to the lower collections following the
re-purchase by the Servicer of impaired loans, as provided for by the servicing agreement.
Other aspects
No provision for taxes was made, considering that the securitisation transactions is neutral from a
tax point of view, also in the light of the clarifications furnished by the competent Italian tax
authorities. Tax withholdings were deducted from the interest income accrued on the company’s
bank accounts in the preceding years; due to the fact that the securitisation transaction was
closed, the interest accrued and settled during fiscal 2009 was transferred to the SPV and claimed
by the latter towards the competent tax authorities.
30
The amortisation quote of the excess spread – ie the higher value attributed to the credits sold
represented by updating the value of the differential between the average rate of yield of the
portfolio and the aggregate cost of the collections, calculated on the basis of the collection rate –
was determined by applying the same proportion resulting from the comparison between the
initial principal and the residual principal. The full realisation of credits existing at 31 December
2008 caused the recording of the excess spread existing at such date in the profit and loss
account.
QUALITATIVE INFORMATION
F.2 Description of the transaction and its progress
Unless specified differently, the values in this section are in thousands of Euro.
“Giotto Finance Società di Cartolarizzazione S.p.A.” (Giotto Finance S.p.A.), now CASAFORTE
S.r.l., company incorporated pursuant to art 3 of the securitisation law no 130/99, presently with
registered offices in Rome, Via Eleonora Duse n. 53 (formerly in Padua, Via Porciglia n. 14) has
purchased without recourse from Banca Antoniana Popolare Veneta S.c.a r.l. – then transformed
in S.p.A. and subsequently in Banca Antonveneta S.p.A. with registered offices in Padua, credits
comprising principal, interest, expenses and any other ancillary item, arising from the performing
mortgage loans which at the date of 30 November 2001 were held by Banca Antonveneta and
which at the same date evidence the following criteria:
-
loans guaranteed by first degree mortgage or following degree mortgage at the condition that
the credit guaranteed by the preceding mortgage degree was fully paid back at the date of 30
November 2001;
-
loans granted to subjects residing in Italy;
-
loans guaranteed by mortgage on property located in Italy which, at the date of granting the
loan, were assigned to housing;
-
loans granted to natural persons (individually or in co-holding);
-
loans without overdue and unpaid instalments with due-date of the last instalment comprised
between 30 June 2002 and 31 December 2016;
-
loans with annual nominal interest rate at 30 November 2001 comprised between 4,25% and
9,49% (included);
-
loans on which interest started to accrue after 31 December 1991;
-
loans with monthly, quarterly or six-month payment dates;
31
-
loans with French amortisation schedule, ie with steady instalments, with increasing principal
quota and decreasing interest quota;
-
loans with at least one instalment paid;
with the exception of:
-
loans owned by Banca Agricola Etnea or Banca Nuova Kreditna or Banca Popolare di Faenza
or Banca Regionale Calabrese at the respective dates of effectiveness of the merger of such
credit institutes with Banca Antonveneta;
-
loans granted with facilitations to the employees of the banking group Banca Antonveneta;
-
loans on which interest started to accrue after 13 September 2001;
-
loans granted to subjects to whom a letter dated 30 November 2001 was sent communicating
that the department in charge of managing the relevant loan was assisted by the Services of
the General Management of Banca Antonveneta.
The receivables subject of the sale, selected on the basis of the afore mentioned criteria, therefore
evidenced specific characteristics of homogeneity and common distinctive elements and as such
represented a portfolio of monetary accounts receivable identifiable as a block, as provided for by
the combined provisions of articles 1 and 4 of Law no 130 dated 30 April 1999, and by article 58
of Law Decree 385 dated 1 September 1993.
Together with the credits all rights, guarantees – collateral and personal, privileges, pre-emption
causes and in general any ancillary item thereto related were transferred.
Date of the transaction
The transaction was finalised in two different moments: on 30 November 2001 the sales
agreement of the credits was perfected, on 19 April 2002 the Securities were issued which
financed the purchase of the credits and the purchase price was paid.
On 20 April 2009, following the sale of the portfolio on 16 April 2009 due to the Originator’s
exercise of the re-purchase option, the securitisation transaction Giotto Finance was closed with
the extinction of the notes issued and of all liabilities pertaining to the separate portfolio.
Seller
Banca Antoniana Popolare Veneta, Società cooperativa per azioni a responsabilità limitata, with
registered offices in Padua, Via Verdi 13/15 (now Banca Antonveneta S.p.Awith registered
offices in Padua - Piazzetta Turati, 2), performing banking activity, listed in the Companies’
32
Register of Padua at no 218469/1996, tax identification and VAT code 02691680280, hereinafter
also stated “BAPV”.
The receivables subject of the sale
The credits subject to the transfer originally comprised 20.292 positions originated in Banca
Antoniana Popolare Veneta, in Banca Nazionale dell’Agricoltura S.p.A. and in Banca Cattolica
di Molfetta, as evidenced hereinafter.
Originator
No of loans
%
Amount
%
BAPV
15.209
75,0%
820.746
77,3%
BNA
2.726
13,4%
133.347
12,6%
B.C. MOLFETTA
2.357
11,6%
107.919
10,1%
20.292
100,0%
Total
1.062.012
100,0%
The following tables evidence the composition of the portfolio split up by amount range,
geographic area and by the area of residence of the debtors.
Ranges of amount
from
to
No of loans
%
amount
%
0
100
18.584
91,6%
768.785
72,4%
100
200
1.390
6,8%
179.771
16,9%
200
300
192
0,9%
45.866
4,3%
300
400
55
0,3%
18.789
1,8%
400
500
22
0,1%
10.045
0,9%
500
600
16
0,1%
8.763
0,8%
600
700
9
0,1%
5.836
0,6%
700
800
9
0,1%
6.676
0,6%
800
900
3
0,0%
2.561
0,3%
900
1.000
4
0,0%
3.820
0,4%
Over
1.000
8
0,0%
11.100
1,0%
20.292
100,0%
1.062.012
100,0%
No of loans
%
Amount
%
Total
Geographic area
NORTH
14.448
71,2%
741.759
CENTTRE
1.757
8,7%
111.821
10,5%
SOUTH
4.087
20,1%
208.432
19,6%
20.292
100,0%
1.062.012
100,0%
No of loans
%
Amount
%
Total
Region
69,9%
33
VENETO
9.434
46,5%
488.570
46,0%
PUGLIA
2.507
12,5%
116.458
11,0%
FRIULI V.G.
2.127
10,5%
88.819
8,4%
LOMBARDIA
1.266
6,2%
78.453
7,4%
SICILIA
1.241
6,1%
72.853
6,9%
909
4,5%
64.251
6,0%
LAZIO
EMILIA ROMAGNA
1.015
5,0%
51.477
4,8%
PIEMONTE
380
1,9%
21.093
2,0%
MARCHE
396
2,0%
21.007
2,0%
CALABRIA
292
1,4%
16.667
1,6%
CAMPANIA
290
1,4%
15.369
1,4%
LIGURIA
206
1,0%
11.616
1,1%
TOSCANA
148
0,7%
9.504
0,9%
BASILICATA
45
0,2%
2.333
0,2%
TRENTINO A.A.
13
0,1%
1.271
0,1%
ABRUZZO
7
0,0%
948
0,1%
UMBRIA
4
0,0%
643
0,1%
VALLE D'AOSTA
7
0,0%
460
0,0%
SARDEGNA
2
0,0%
121
0,0%
MOLISE
3
0,0%
99
0,0%
Total
20.292
100,0%
1.062.012
100,0%
The sales price included the residual principal quota at 30 November 2001 (€ 1.062 million), the
interest quota comprised in the instalment accruing (€ 4,4 million) and a higher value assigned to
the credits sold (€ 52,7 million) referring to the updating of the differential between the average
rate of yield of the portfolio and the total cost of the collection, calculated on the basis of the
same collection rate.
The total price paid amounted therefore to € 1.119,1 million, in addition to interest due on the
deferral of payment (30 November 2001- 19 April 2002) for € 6,5 million.
Progress of the transaction
Following the sale made on 16 April 2009 of the residual portfolio to the Originator, due to the
exercise of the repurchase option, all positions existing at 31 December 2008 were fully
collected), as provided for in the Ruling of the Senior Notes (Senior Condition 7(d)), in the
Ruling of the Junior Notes (Class C Condition 7(d)) and in the “Intercreditor Agreement”.
Quota principal becoming due
Quota principal overdue
Quota interest on overdue instalments
Credits for late interest
Quota excess spread to be amortised
Total
31.12.2008
193.463
1.010
284
9.649
204.406
34
The loans repurchased by Banca Monte dei Paschi di Siena S.p.A. replacing Banca Antonveneta
S.p.A. on the basis of specific contractual options, since classifiable among “impaired loans”,
amounted to no 1 for a total amount (in principal and interest) of € 28 thousand, for a sale price
of € 22 thousand which generated a loss of € 5 thousand. Since the beginning of the transaction
the credits repurchased by the Originator were 573, for a total amount (in principal and interest)
of € 35,2 million generating a loss of € 7,0 million.
During the year 2009 a position was withdrawn by the Originator
which evidenced
characteristics not in conformity with the criteria defined in the Sales contract stipulated on 30
November 2001, for a total amount (in principal and interest) of approximately € 46 thousand.
The revenue from the withdrawal, calculated according to the contractual provisions, has
generated a gain beneath thousand euro, stated under extraordinary revenues.
During the period loans have been extinguished for an amount of € 4,9 million in principal.
The following table evidences the amounts collected:
2009
Collections in principal
Collections in interest
Collections from sale of past-due
credits
Total
From beginning
of transaction
1.028.807
213.367
2008
2007
194.446
4.345
75.343
15.438
89.306
18.783
23
2.963
2.166
28.133
93.744
110.255
1.270.307
198.814
Since on 20 April 2009 the whole portfolio was transferred, the following table states the status at
31 December 2008.
31.12.2008
On Principal
1.009
On interest
284
Number of instalments
1.293
The following table evidences the historical trigger events contractually provided for.
SOGLIA
31.12.2009
31.12.2008
Annualised Defaults Level (*)
1,500%
0,535%
1,466%
Cumulative Defaults Level (**)
8,000%
3,151%
3,127%
Delinquency Level (***)
8,000%
2,744%
2,842%
(*) Index expressed as annual percentage of relation between the total in principal of default loans in the Collection Period and the residual
amount in principal of loans at the beginning of the Collection Period.
35
(**) Index expressed as annual percentage of relation between the total in principal of default loans at the expiry of the Collection Period and the
total in principal of securitised loans at the beginning.
(***) Index expressed as annual percentage of relation between the total in principal of all loans evidencing delays of not less than 30 days in
instalment payments at the expiry of the Collection Period and the principal of the residual loan amount at such date.
In July 2005 Fitch Ratings Limited confirmed the rating of Class A notes and increased the
rating of Class B notes from A to A+. Subsequently, on 8 September 2006 it confirmed again the
rating of Class A notes and further increased the rating of Class B notes from A+ to AA. Finally,
on 21 December 2007, it again confirmed the rating of Class A notes and once more increased
the rating of Class B notes from AA to AAA.
At the closing date of the transaction the nominal value of the outstanding and paid notes
amounted to:
Initial rating
(Fitch / Moody’s)
Current rating
(Fitch / Moody’s)
AAA /Aaa
AAA / Aaa
B – Senior
A / Aa2
AAA / Aa2
C – Junior (*)
un-rated
un-rated
Class
A – Senior
Residual nom. value
Initial nominal value
Residual nominal value
982.000
61.778
6,29%
53.000
53.000
100,00%
93.810
93.810
100,00%
1.128.810
208.588
18,47%
/ initial nom. value
(*) Fully held by Banca Monte dei Paschi di Siena S.p.A.
The following table evidences the amount and the origin of the sums available to the SPV to be
used for the repayment of the notes:
Collections
in principal
Principal
Deficiency
Ledger (*)
30 June 2002
88.927
1.042
30 September 2002
32.303
343
5.982
31 December 2002
38.799
582
5.709
45.090
31 March 2003
32.291
2.113
5.798
40.202
30 June 2003
40.150
2.819
5.255
48.224
Collection Date
Additional
Redemption
Amount (**)
24.036
Total
Payment Date
Repayment
of Class A
Repayment
of Class B
Repayment
of Class C
114.005
38.628
30 September 2003
36.094
3.057
4.884
44.035
20 October 2003
330.178
-
-
31 December 2003
36.450
2.636
1.027
40.113
20 January 2004
40.105
-
-
31 March 2004
34.935
1.143
-
36.078
20 April 2004
36.089
-
-
30 June 2004
36.037
506
-
36.543
20 July 2004
36.540
-
-
30 September 2004
29.612
1.027
-
30.639
20 October 2004
30.638
-
-
31 December 2004
33.818
1.979
-
35.797
20 January 2005
35.804
-
-
31 March 2005
28.526
1.735
-
30.261
20 April 2005
30.255
-
-
30 June 2005
33.682
891
-
34.573
20 July 2005
34.576
-
-
30 September 2005
27.399
1.107
-
28.506
20 October 2005
28.508
-
-
36
31 December 2005
34.761
1.680
-
36.441
20 January 2006
36.442
-
-
31 March 2006
25.926
1.743
-
27.669
20 April 2006
27.663
-
-
30 June 2006
28.702
1.211
-
29.913
20 July 2006
29.911
-
-
30 September 2006
24.288
565
-
24.853
20 October 2006
24.855
-
-
31 December 2006
26.983
958
-
27.941
22 January 2007
27.938
-
-
31 March 2007
22.193
549
-
22.742
20 April 2007
22.743
-
-
30 June 2007
22.972
710
-
23.682
20 July 2007
23.686
-
-
30 September 2007
21.290
605
-
21.895
22 October 2007
21.899
-
-
31 December 2007
22.851
700
-
23.551
21 January 2008
23.548
-
-
31 March 2008
19.985
998
-
20.986
21 April 2008
20.985
-
-
30 June 2008
18.933
885
-
19.818
21 July 2008
19.817
30 September 2008
16.938
835
-
17.774
20 October 2008
17.774
31 December 2008
19.487
787
-
31 March 2009
18.700
260
189.621
208.588
Total
853.032
33.466
242.312
1.128.821
20.274
20 January 2009
20.268
20 April 2009
61.778
53.000
93.810
982.000
53.000
93.810
Total
(*) The structure of the transactions provides that, in case of credits declared in default, the funds used for the payment of interest on the most
subordinated Notes (starting from Class C) be used for the repayment of the most senior Notes (starting from Class A), up to the limit of the
credits in default.
Credits declared in default are registered on the Principal Deficiency Ledger, which must be reduced with the amounts accrued according to the
above described mechanism. Such mechanism represents a sort of “credit enhancement” as guarantee of the Holders of the Senior Notes.
(**) Up to the limit of the Additional Redemption Amount, the funds available for interests, after the payment of the coupons on the notes and the
costs of functioning of the SPV, are credited to the principal account and are used for the repayment of the Notes.
F.3 Parties involved in the transaction
The different parties involved in the transaction are evidenced in the following table.
Issuer
Seller
Servicer
Back-up Servicer
Swap Counterparty
Liquidity Facility Providers
Representative of the Noteholders
Calculation Agent
Italian operating bank
English operating bank
Bank Account guarantee provider
GIOTTO FINANCE – Società di cartolarizzazione S.p.A., registered offices in Padua, Via Porciglia, 14,
now CASAFORTE S.r.l. registered offices in Roma, Via Eleonora Duse n. 53, set up pursuant and for the
effects fo art 3 of Law no 130 dated 30 April 1999, listed in the competent Companies’ register at no
03670580285, and listed at no 32933 in the general list ex art. 106 and in the special list ex art. 107 of
Law Decree 385 dated 1 September 1993
Banca Antoniana Popolare Veneta S. c. a r. l.
Via Verdi n. 13/15, Padua
Banca Antonveneta S.p.A. - Piazzetta Turati, 2 – 35139 Padua
replaced following merger due to incorporation on 31.12.2008 by Banca Monte dei Paschi di Siena –
Piazza Salimbeni, 3 – 53100 Siena
No party was appointed as Back-up servicer
ABN AMRO Bank N.V.
10, 1082 PP, Amsterdam, Holland
ABN AMRO Bank N.V., Milan branch
Via Meravigli, 7 20123 Milano
LaSalle Global Trust Services
5 Canada Square, London E14 5AQ, Great Britain
Bank of America N.A.
Bank of America N.A.
ABN AMRO Bank N.V., Milan branch
37
Principal Paying Agent
Luxembourg Agent
Corporate Administrator
Via Meravigli, 7 20123 Milano
BNP Paribas Securities Services, Milan branch
Via Ansperto, 5 Milano
BNP Paribas Luxembourg S.A.
10A Boulevard Royal, 2093 Luxembourg, Gran – Duché de Luxembourg
Banca Antonveneta S.p.A. - Piazzetta Turati, 2 – 35139 Padova
It should also be noted that following the closing of the London Branch of Banca Antonveneta,
at the end of the month o July 2003, the Issuer Proceeds Account was transferred to the
Luxembourg branch of the same bank, and was subsequently closed in the month of June 2008;
in relation to such transferral the Bank Account Guarantee was not renewed.
Commitments of the seller and guarantees in favour of Giotto Finance S.p.A., now
CASAFORTE S.r.l.
At the purchase date of the receivables, Giotto Finance S.p.A. now CASAFORTE S.r.l., in its
capacity as Transferee and Issuer, and Banca Antoniana Popolare Veneta, in its capacity as
Seller, stipulated a warranty and indemnity agreement, according to which the seller furnished
certain declarations and guarantees in favour of the transferee in relation to the portfolio of sold
receivables and committed itself to hold the transferee harmless from damages, costs and
expenditures the latter may incur due to or in relation to the purchase of the portfolio of accounts
receivable.
The warranty and indemnity agreement includes declarations and guarantees of the seller in
relation to:
1. the status of the seller and different general questions relating to the transfer of the credits
sold and to the documentation of the transaction;
2. declarations and guarantees relating to the credits, mortgages and collateral guarantees;
3. specific declarations and guarantees relating to the credits;
4. specific declarations and guarantees concerning the mortgages and the collateral guarantees;
5. declarations and guarantees concerning property;
6. declarations and guarantees relating to individual and competitive judicial procedures.
The warranty and indemnity agreement is set up and based according to the British law.
The Originator (Banca Antonveneta S.p.A., replaced following the merger due to incorporation
by Banca Monte dei Paschi di Siena S.p.A.) can exercise the option to repurchase credits declared
in default for a price equal to at least 80% of the Residual Nominal value (and relative interests),
for the purpose of enacting a more efficient recovery action of the position.
38
F.4 Issue Characteristics
CLASS A – SENIOR NOTES
CLASS B – SENIOR NOTES
CLASS C – JUNIOR NOTES
EURO
EURO
EURO
Issue amount
982.000.000 (no 982.000 shares,
nominal value € 1.000 each)
53.000.000 (no 53.000 shares, nominal
value € 1.000 each)
93.810.000 (no 93.810 shares, nominal
Interest rate
floating
floating
fix
Euribor 3 months + 26 bps
Euribor 3 months + 70 bps
2,0% + Variable Return
Coupon
Quarterly
Quarterly
Legal term
19 years
19 years
19 years
Repayment
From the 18th month in relation to
collections in principal on the
securitised portfolio
From the 18th month: the redemption of
principal of Class B notes is
subordinated to that of Class A notes
The payment of interest and the
redemption of principal is subordinated
to the payment of the equivalent
components of Class A and B notes
Initial rating
(1)
AAA by Fitch Ratings Limited and Aaa
by Moody’s Investor Service Inc.
A by Fitch Ratings Limited and Aa2 by
Moody’s Investor Service Inc.
Un-rated
Current rating
AAA (2) by Fitch Ratings Limited and
Aaa (3) by Moody’s Investor Service
Inc.
AAA (2) by Fitch Ratings Limited and
Aa2 (5) by Moody’s Investor Service
Inc.
Un-rated
Luxembourg stock exchange
Luxembourg stock exchange
No listing of the shares on a regular
stock market was requested
Italian
Italian
Italian
Currency
Parameter
Listing
Applicable
law
Quarterly
(1)
The rating furnished expresses a judgement on the probability that the notes fully satisfy the principal and the interest due by the legal term
of the transaction. The rating can be changed in any moment.
(2)
The rating AAA by Fitch (source: official site) expresses the highest quality of the credit and the lowest expectation of credit risk. It is
assigned only in the case of timely payment of extremely strong financial commitments. It is unlikely that such capacity is affected in an
unfavourable manner by predictable events.
(3)
The rating Aaa by Moody’s (source: official site) expresses the highest quality of the commitments. They support the smallest degree of
investment risk, therefore they are called “ gilt-edged” (first order). Interest payments are protected by a large or exceptionally stable margin
and the principal is guaranteed. Even if the different protection elements are subject to changes, it is unlikely that they damage the
fundamental strong position of such issues.
(4)
The rating Aa by Moody’s (source: official site) expresses a high quality of the notes under all standards. Together with the rating Aaa these
refer to high class securities. Compared with the rating Aaa, the existence of less larger protection margins or higher fluctuations of the
instruments of protection or of other elements is possible, thus as to make long-term risks appear in some way larger. Moody’s assigns 1, 2,
3, to each rating category from Aa to Caa, and the index 1 indicates the highest position in the category assigned.
For assigning its rating, Fitch carried out a file review, interviewed the Servicer and applied a
mathematic model; Moody’s assigned its rating through an analysis position by position; an
application of a cash flow model calculating the expected value of recovery for each position and
an interview to the Servicer.
39
During the period of life of the transaction the Quarterly Servicer Report was forwarded to the
Rating Agencies, allowing a constant monitoring of the transaction.
On each Payment Date the Variable Return was paid by using the funds from the collection of
interest which resulted available after satisfying any other commitment for interest and for
provisions provided for by the order of payment priority.
Moreover an option call in favour of the Originator (Banca Antonveneta S.p.A., replaced
following the merger due to incorporation by Banca Monte dei Paschi di Siena S.p.A.) is
foreseen, granting the option to the Originator to repurchase the securitised portfolio after seven
years from the issue date of the notes and for all following payment dates. Had the Originator
exercised such option, with the collection relating to the sale of the portfolio Giotto Finance
would have repaid the notes early. Had the Originator not exercised the option, effective the first
payment date following the seven year term after the issue of the notes, the deferred quarterly
coupons of Class A and B notes would have been increased by 100 basis points p.a.; Banca
Monte dei Paschi di Siena S.p.A. has exercised the option with reference to the Payment Date of
20 April 2009.
Allocation of flows generated by the portfolio
Cash flows are separated in two aggregates to which the following order of payment priority is
applied.
Principal Available Funds:
•
Repayment of principal of Class A notes
•
Repayment of principal of Class B notes
•
Repayment of principal of Class C notes
Interest Available Funds:
•
Expenses for the functioning of the issuer
•
Commissions, interest and repayment of principal eventual uses of liquidity line
•
Amount relating to the Interest Rate Swap agreement
•
Interest on Class A notes
•
Interest on Class B notes
•
Provision for receivables in default
40
•
Interest on class C notes
•
Variable Return on Class C notes
As provided for in the contractual documentation, in case of the occurrence of a Class C Trigger
Event the following order of payment priority is applicable to the cash flows:
•
•
•
•
•
•
•
•
•
Interest on class C notes
•
Also a Class B Trigger Event is foreseen; when this occurs the following order of payment
priority is applicable to the cash flows altogether considered:
•
•
•
•
•
•
•
•
•
Interest on Class C notes
•
41
F.5 Ancillary financial transactions
1. Giotto Finance S.p.A., now CASAFORTE S.r.l. has stipulated a swap agreement under
British law with ABN AMRO Bank N.V. in the capacity as Swap Counterparty, for the
purpose of hedging the interest rate risk arising from the different indexation of interest rates
on loans and interest rates on notes and by taking in account the different timing dynamics
between the term of coupons and the flows generated by collections for interest on the
portfolio.
2. Giotto Finance S.p.A., currently CASAFORTE S.rl., concluded with Banca Antonveneta
S.p.A. (replaced following the merger due to incorporation by Banca Monte dei Paschi di
Siena S.p.A.) and ABN AMRO Bank N.V., Milan agency, a Liquidity Facility agreement on
the basis of which, for the purpose of guaranteeing the punctual payment of coupons on Class
A notes, it had the possibility to use a specific credit line up to the limit of € 20 million in the
case the collections for interest on the loan portfolio were not sufficient. Such line had
therefore the scope to cover temporary needs of cash solely for the payment of expenditures
and interest, and not for the repayment of capital.
3. ABN AMRO Bank N.V., upon request of Banca Antonveneta S.p.A., granted to Giotto
Finance S.p.A., now CASAFORTE S.r.l., a guarantee denominated Bank Account Guarantee
relating to the account opened by the company with the London branch of Banca
Antonveneta S.p.A. (subsequently transferred to the Luxembourg branch of the same bank,
now part of Banca Monte dei Paschi di Siena S.p.A. following the merger due to
incorporation) to which the collections in principal during the first 18 months were credited
up to a maximum amount of € 185 million. Since the 18th month such guarantee decreased
to € 25 million and, at its expiry on 19.10.2008, it was no longer renewed following the
closing of the account held with the Luxembourg branch of Banca Antonveneta S.p.A..
F.6 Buyer’s operating power
The cash generated by the transaction was deposited in accounts held by the company c/o
LaSalle – Bank of America, London branch; no alternative applications were foreseen.
QUANTITATIVE INFORMATION
Unless stated differently, the values in this Section are stated in thousands of Euro.
42
F.7 Flow data related to the credits
The following table evidences the changes during the last two fiscal years and from the beginning
of the transaction (30.11.2001) occurred in the credit portfolio.
01.01.2009 to
31.12.2009
Portfolio of accounts receivable, beginning of period
01.01.2008 to
31.12.2008
30.11.2001 to
31.12.2009
30.11.2001 to
31.12.2008
204.406
287.262
1.119.067
1.119.067
Credit for interest on overdue instalments not paid at expiry
-
284
4.363
4.363
Late interest on overdue instalments not paid
-
-
346
346
-
284
4.709
4.709
194.446
75.343
1.028.807
834.334
-
-
4.365
4.365
27
3.504
33.206
33.206
Increases
Decreases
Collection of principal
Collection of initial interest accrued
Part of loan principal in default
Collection of late interest
Collection of overdue interest not paid at term
Amortisation of excess spread
-
26
345
345
284
355
4.363
4.079
9.649
3.912
52.690
43.041
204.406
83.140
1.123.776
919.370
0
204.406
0
204.406
Portfolio of accounts receivable, end of period
F.8 Evolution of past-due credits
The evolution of past-due credits is not evidenced, since the securitisation transactions has
already been closed, as already informed, on 20 April 2009.
F.9 Cash flows
The cash flows generated during the last two fiscal years are summarised in the following table:
01.01.2009 a
31.12.2009
Opening cash
01.01.2008 a
31.12.2008
25.289
29.680
208.118
93.744
66
593
Revenues
Credit collection
Net proceeds on cash
IRS differential
(598)
1.032
207.586
95.369
Charges
43
Repayment of notes
Interest on notes
228.856
82.125
3.691
11.350
0
5.813
Class C Variable Return
Costs for Servicing
91
243
Sundry services
40
106
113
123
84
0
232.875
99.760
(25.289)
(4.391)
0
25.289
Corporate Issuer Maintenance Fee
Transfer of residual cash to the company’s
bank account
Net cash flow of the period
Closing cash
F.10 Status of guarantees and liquidity facilities
Guarantees
Liquidity Facility
Initial amount
Use
Date of use
Residual amount
20.000.000
-
n.n.
20.000.000
F.11 Distribution by residual life
Not applicable.
F.12 Distribution by geographic location
Not applicable.
F.13 Risk concentration
Not applicable.
Section 3 – Information on risks and hedging policies
The risks and the relevant hedging policies are exclusively tied to the securitisation activity
performed by the company. Hence no risk management has to be pointed out.
Section 4 – Information on net worth
4.1.1 Qualitative information
The Shareholders’ equity exclusively comprises the share capital.
In compliance with the by-laws and in conformity with the provisions of Law 130/99 and the
relevant implementation measures, the credits purchased by the Company in the context of each
securitization transaction shall constitute an asset portfolio separate to all intents and purposes
44
from the Company’s assets. Each separate asset portfolio shall be used solely to satisfy the rights
incorporated in the securities issued by the Company to finance the purchase of the credits
contained in the aforesaid portfolio, and to pay the costs of the relevant securitisation transaction.
Therefore no claims may be laid on each separate portfolio by creditors other than the holders of
the Securities issued.
The Company’s net worth requirements are conform with the provisions issued by the Bank of
Italy in relation to the company’s business scope and business activity.
4.1.2 Quantitative information
4.1.2.1 Company’s net worth: composition
Items/Values
1. Share capital
2. Share issue premiums
3. Reserves
- from earnings
a) legal
b) statutory
c) treasury shares
d) other
- other
4. (Treasury shares)
5. Valuation reserves
- Financial assets available for sale
- Tangible assets
- Intangible assets
- Foreign investment hedges
2009
2008
100.000
100.00
3.541
3.344
197
1.236
1.154
82
(5.521)
(5.522)
3.777
101.797
2.305
98.019
- Financial flow hedges
- Exchange differences
Non current assets and groups of assets being
disposed of
- Special revaluation laws
- actuarial gains/losses related to defined-benefit
pension plans
- Portion of valuation reserves related to
shareholdings valued by the equity method
6. Capital instruments
7. Profit (loss) of the year
Total
Section 5 – Analytic table of comprehensive income
45
Items
10.
Gross amount
Profit (loss) for the year
6.468
Income tax
(2.691)
Net
amount
3.777
Other income components
20.
Financial assets available for sale:
a) changes in fair value
b) reversed to profit and loss account
- adjustments for deterioration
- gains/losses on realisation
c) other changes
30.
Tangible fixed assets
40.
Intangible fixed assets
50.
Hedging of foreign investments:
c) other changes
60.
Hedging of financial flows:
b) reversal to profit and loss account
c) other changes
70.
Currency exchange differences:
c) other changes
80.
Noncurrent assets being
divested:
46
c) other changes
90.
Actuarial gains (losses) on definedbenefit plans
100.
Portion of reserves from valuations of
equity investments:
c) other changes
110.
Total other income components
120.
Comprehensive income (items
10+110)
0
0
0
6.468
(2.691)
3.777
Section 6 – Transactions with related parties
6.1 – Information on the remuneration of managers holding strategic responsibilities
No managers other than the Sole Director were appointed.
No fees due to the Sole Director were resolved.
6.2 – Loans and guarantees given to directors and statutory auditors
No guarantees have been given as of 31 December 2010.
6.3 Information on transactions with related parties
There are no transactions with related parties.
Section 7 – Other informative details
7.1 Number of employees
The company had no employees during the year 2009. Its administrative activity was outsourced
to a third party.
****************
47
These financial statements provide a fair and truthful view of the Company’s financial position
and the economic result for the period.
The Sole Director
Marc Bruno Zanelli
48
Annex 3
THE FINANCIAL STATEMENTS OF THE ISSUER AS OF 31 DECEMBER 2010
III
Casaforte S.r.l.
Registered office Via Eleonora Duse 53 - 00197 Roma
Tax identification and Rome Companies Register no. 03670580285
Administrative Business Register no 1244511
Share capital Euro 100.000 – fully paid in
ANNUAL REPORT 2010
1
INDEX
Management report at 31 December 2010
Notes to the financial statements as of 31 December 2010
Balance sheet and Pofit and Loss Account
Statement of Comprehensive Income
Statement of Changes in Shareholders’ Equity
Statement of Financial Position
Notes to the financial statements
Part A- Accounting policies
Part B- Information on the Balance Sheet
Part C- Information on the Profit and Loss Account
Part D- Other information
2
Sole Director
Marc Bruno Zanelli
Board of Statutory Auditors
Armando D’Antonio – Chairman
Lucio Zannella – Standing Statutory Auditor
Francesco Rocchi – Standing Statutory Auditor
Bernardo Rocchi – Substitute Statutory Auditor
Alessandro Malfatti – Substitute Statutory Auditor
Legal audit of accounts
Reconta Ernst & Young S.p.a.
3
MANAGEMENT REPORT AS OF 31 DECEMBER 2010
1. The Company 2010
As provided for by its by-laws and pursuant to Law no 130/99, the Company has as its sole
purpose the consummation of one or more credit-securitisation transactions, by buying existing
and future accounts receivable and financing such purchases through securities issues, as
provided by article 1.1(b) of Law 130/99.
With decree no 29 issued by the Ministry of Finance and Economics on 17 February 2009 some
conditions were re-defined, which, if occurring, oblige financial intermediaries to register with
the Special List set up pursuant to art 107 of the Consolidated Text of Banking Laws. On the
basis of such new ruling, credit securitisation companies pursuant to art 3 of Law 130/1999 no
longer need to get registered with that list. Following the publication of the Oversight
Dispositions on the Italian Official Gazette on 20 October 2009, credit securitisation companies,
and therefore also the company Casaforte S.r.l., were cancelled from the Special List pursuant to
art 107 of the Consolidated Text of Banking Laws. Since the closing of the fiscal year 2009, the
company is therefore no longer registered with the Special List, notwithstanding it continues to
apply international accounting principles.
Therefore the company, currently registered in the List pursuant to art 106 of the Consolidated
Text of Banking Laws and subject to the oversight by the Bank of Italy, after its cancellation
from the Special List pursuant to art 107 as described before, draws up its financial statements on
the basis of International Accounting Principles (IAS/IFRS), as already for the purpose of the
preparation of its financial statements as 31.12.2009 (the first ones prepared as enterprise
registered in the list pursuant to art 106 of the Consolidated Text of Banking Laws) the Director
deemed it opportune to not change the accounting principles of reference that had to be applied
before since this does not contrast with what provided for by Law Decree 38/2005.
In conformity with the provisions of Law Decree 38/2005, the financial statements as of 31
December 2010 were prepared in accordance with the IAS/IFRS accounting standards issued by
the International Accounting Standards Board (IASB) and the relevant interpretations issued by
the International Financial Reporting Interpretations Committee (IFRIC), validated by the
European Commission, as established by the EC Regulation no 1606 dated 19 July 2002, and in
compliance with the Instructions for preparing the financial statements of financial intermediaries
4
registered on the Special List, of electronic money institutions, of savings-management
companies and of securities brokerages, issued on 16 December 2009 by the Bank of Italy (this is
the sole regulation issued by the Bank of Italy which contains precise instructions for parties
applying the afore mentioned accounting principles to the preparation of their financial
statements) in the light of the application of the international accounting standards IAS/IFRS.
These financial statements comprise the Balance Sheet, the Profit and Loss Account, the
Statement of Comprehensive Income, the Statement of Changes in Net Equity, the Statement of
Financial Position and the Notes to the Financial Statements.
The first securitisation transactions of credits purchased without recourse from Banca
Antonveneta Spa (replaced by Banca Monte dei Paschi di Siena S.p.A. following the merger by
incorporation) set up by the Company pursuant to Law 130/99 on 30 November 2001, named
Giotto Finance, was concluded on 20 April 2009, with the repayment of Class A, B, and C notes
issued in the context of the transaction for a total amount of Euro 228.856.100, by using the cash
deriving from the sales price of the credits transferred on 16 April 2009 to the Originator Banca
Monte dei Paschi di Siena S.p.a., determined in such a manner as to extinguish all liabilities
pertaining to the separate portfolio.
The shareholders’ meeting held on 17 September 2009 has decided to transform the juridical
form of the company from “S.p.A.” (public limited company under Italian law) to “S.r.l.”
(private limited company under Italian law) with change of the company’s name from Giotto
Finance S.p.A. to Casaforte S.r.l. and after the change of the corporate structure following the
transfer of the whole share capital held by Antonio Cortellazzo and by Banca Monte dei Paschi di
Siena S.p.A. to Stichting Perimetro.
During the course of the year 2010 the company has started a new securitisation transaction
structured by MPS Capital Services S.p.A. and Mediobanca – Banca di Credito Finanziario
S.p.A., relating to a portfolio of monetary accounts receivable deriving from a mortgage loan
granted by Banca Monte dei Paschi di Siena S.p.A. (Banca MPS) to MPS Immobiliare S.p.A. and
transferred by the latter, in the context of the transfer of a branch, to the associated company
Perimetro Gestione Proprietà Immobiliari S.c.p.A., for a total amount of Euro 1.669.640.000.
The purchase of the portfolio was financed by the company by issuing, pursuant to articles 1 and
5 of the Securitisation Law, the following classes of Securities: (i) €1.536.640.000 class A assetbacked notes, at a fix interest rate of 3,00% up to 30 June 2012 and subsequently at a floating
interest rate, legal term 30 June 2040, (ii) €130.000.000 class B asset backed notes, at a fix
5
interest rate and incremental capital up to
€235.000.000,
legal term 30 June 2040; (iii)
€3.000.000 class Z asset backed variable premium notes, legal term 30 June 2040.
The financial statements as of 31 December 2010 close in break-even.
2. Trend of the reference market in 2010
The growth in economy which characterized the worldwide context during the first half of the
year 2010 continued to strengthen during the central part of the year, even if some signs of slowdown starting from the summer months could be noted. According to the forecast of the
International Monetary Fund (IMF), the economic trend during the last months of 2010 was
characterized by minor vivacity, which might be followed by an additional modest slow-down of
growth in 2011
The mitigation of the growth in economy seems to be essentially attributable to the weakening of
the effect of the principal factors to which the growth had been attributed starting from the end of
the year 2009, ie the re-accumulation of supplies and tax stimulating measures, the effects of
which are exhausting.
In this connection a decrease in international exchanges was noted which around the middle of
the year had reached the levels existing before the crisis.
In this market situation, leading banks of advanced countries maintained or strengthened their
already strongly expansive direction of monetary politics.
Comforting data come from financial markets, and in particular from the stock market, which
during the summer months started growing again. The tendency in the composition of investment
portfolios evidences anyway a prudent behaviour, aiming at forms of less risky investments, as
demonstrated by the progressive increase of the differential of the yield between German State
securities and those of other countries. In this context, the “race for gold” is justified which
brought the quotation of the precious metal to its maximum historical level.
As far as the credit sector is concerned, the rhythm of growth of financings to non financial
companies, which became positive again since the last spring, remained almost unchanged during
the summer (1,9% at the end of August). According to the results of the quarterly survey
performed by Eurosistema1, during the second quarter of 2010, the dynamics of request of credit
by companies slightly decreased due to the lower demand of financing for fix investments and,
with reference to short-term components, the dynamics of supplies and current assets.
1
Bank Landing Survey – 2010.
6
According to what revealed by the Bank of Italy, for the month of August the average interest
rates on new short-term financings slightly decreased. Interest rates on short-term loans to
enterprises, comprising those on bank accounts, resulted to be equal to 3.5%, two tenths of a
point in less with respect to the May data. During the second quarter of 2010 the flow of new
impaired credits decreased from 2% in the preceding quarter to 1,7%, net of the seasons factors
of the year. The data still results to be high if compared with the average level of the two-year
period 2007/20082. According to the Bank of Italy, a significant deterioration of the quality of
credit in the sectors of financial companies, consumer families and enterprises in the services
sector can be noted.
For financings granted to financial enterprises in general, the level of other types of deteriorated
credit (blocked, re-structured, expired or overdue credit) remained high (7.8% of loans granted in
August), indicating how a high level of outstanding bank credit will continue to characterise the
next months.
3. Significant events in 2010
On 8 September 2010 the shareholders’ meeting approved a new text of the by-laws, changing in
particular articles 11 and 14 of Title III – Shareholders’ resolutions, article 18 of Title IV Management – Representation and article 21 of Title V – Controls.
On 15 September 2010 the shareholders’ meeting resolved: 1) the approval of a new
securitisation transactions, to be set up pursuant o Law no 130 dated 30 April 1999, relating to a
portfolio of credits arising from a mortgage loan granted by Banca MPS to MPS Immobiliare
S.p.A. and transferred by the latter, in the context of the transfer of a branch to the associated
company Perimetro Gestione Proprietà Immobiliari S.c.p.A., and 2) the appointment, up to the
approval of the financial statements as of 31 December 2012, of a Board of Statutory Auditors
comprising 3 standing statutory auditors and two substitute members; such transaction was
perfected on 21 September 2010.
The notice relating to the transfer of credits was published on the Official Gazette no 114,
Commercial Series – part II, dated 4 December 2010, and filed with the Rome Companies’
Register with protocol dated 30 November 2010, pursuant to articles 1 and 4 of Law no 130 dated
2
“Bollettino Economico – Ottobre 2010” issued by the Bank of Italy..
7
30 April 1999 (“Law 130/99”) and to article 58 of Law Decree no 385 dated 1 September 1993,
(the “Consolidated Text of Banking Laws”).
On 22 December 2010, pursuant to the combined provisions of articles 1 and 4 of the
Securitisation Law and article 58 of the Consolidated Text of Banking Laws, the company has
finalised the purchase of all monetary credits in principal, interest and other ancillary items
relating to the Mortgage Financing Contract (the “Credits”), together with any collateral or
personal guarantee supporting the Credits, as well as other ancillary rights, shares, powers or
faculties relating to the Credits (the “Portfolio”) from Banca MPS for Euro 1.669.640.000, with
juridical and economic effect from 22 December 2010, issue date of the Notes as described
hereinafter.
With reference to the guarantees set up as back-up of the Credits, the collateral guarantees
comprise, among other: (i) a first-degree mortgage on a realty comprising 683 buildings mainly
used as bank offices or branches, for a total gross surface of 766.500 mq (the “Realty”) owned
by the Consortium and leased almost for the totality by Banca MPS and by other companies part
of the banking group Monte dei Paschi di Siena under lease contracts with a duration of 24
years; (ii) the transfer in guarantee of the lease instalments relating to the realty (respectively, the
“Transfer in guarantee” and the “Lease instalments”); and (iii) the setting up in guarantee of the
credits the Consortium has towards Banca MPS on the basis of a deposit contract, aiming at the
neutralisation of the fluctuation risk of the leases indexed to inflation.
The Lease instalments relating to the realty represent the main source of cash flows necessary for
satisfying the commitments assumed by the Consortium in relation to the Mortgage Financing
Contract. Due to the transfer in guarantee, the tenants pertaining to the banking group Monte dei
Paschi di Siena received irrevocable instructions to pay the lease instalments directly to the
Issuer; the latter is entitled to withhold the Lease instalments thus collected and to use them for
the payment of interest and the repayment of the principal, pursuant to the Mortgage Financing
Contract.
As mentioned before, the purchase of the portfolio was financed by issuing, pursuant to articles 1
and 5 of the Securitisation Law, the following classes of securities: (i) €1.536.640.000 class A
asset-backed notes, at a fix interest rate of 3,00% up to 30 June 2012 and subsequently at a
floating interest rate, legal term 30 June 2040, ISIN code IT0004644636 , (ii) €130.000.000 class
B asset backed notes, at a fix interest rate and incremental capital up to €235.000.000, legal term
8
30 June 2040, ISIN code IT0004644644; (iii) €3.000.000 class Z asset backed variable premium
notes, legal term 30 June 2040, ISIN code IT0004644677.
Following the authorisation to publication issued by CONSOB pursuant to article 94 of Law
Decree no 58/98 and article 4 of the Ruling adopted with CONSOB resolution 11971/99 and
following amendments, with notice dated 3 November 2010, protocol no 10091148, on 5
November 2010 the informative prospect (the “Prospect”) was published by filing it with
CONSOB, for the offer to the general public in Italy relating to the underwriting of Class A
securities, offer which was closed on 29 November 2010. Class B and Class Z securities, with
reference to which the Prospect was published solely for the purpose of article 2 of the
Securitisation Law, are not subject to the offer to the general public, inasmuch as they are offered
to professional and/or qualified investors.
The documentation subscribed by the parties involved is the usual one for transactions of this
kind.
With letter dated 22 November 2010 and effective the same date, a standing member of the Board
of Statutory Auditors resigned from his office due to unexpected personal reasons. Still effective
the same date, pursuant to par 1 of art 2401, Civil Code, the oldest substitute auditor replaced him
as standing statutory auditor, up to the next shareholders’ meeting.
The transaction, perfected during the month of December 2010, is proceeding regularly. In
particular, the cash flows relating to the securitised portfolio realized during 2010 are split up as
follows: Euro 64.434.634 in principal and Euro 2.771.603 in interest.
4. Financial and economic highlights Tangible and intangible assets
Net working capital
Net invested capital
Net equity
Provisions
Net financial position
Total covering net invested capital
December 2010
101.797
101.797
101.797
101.797
December 2009
101.797
101.797
101.797
101.797
01.01.2010
31.12.2010
6.391
(188)
-
01.01.2009
31.12.2009
7.831
(330)
-
Interest margin
Commission income
Commission expense
Net results of financial assets at fair value
9
Adjustment in value of receivables
Operating costs
Operating revenues
Taxes
Net result
6.203
(91.211)
85.455
447
(447)
0
7.501
(104.927)
103.894
6.468
(2.691)
3.777
5. Significant post-closing events
No events worthy to be mentioned occurred after the closing of the period.
6. Outlook
At the time being the company has no intention to carry out other transactions; as regards the
separate portfolio, in 2011 the company will continue to manage the credits contained in the
existing portfolio.
7. Going concern
The financial statements closed at 31 December 2010 were drawn up on the going concern basis,
inasmuch as at present the company knows of no significant uncertainties due to events or
conditions that might raise doubts about its capacity to continue to operate as going concern.
8. Other information
A. Research and development activities
Because of the type o business in which it engages, the company conducted no such activities.
B. Transactions with associated parties and intra group transactions
The company has no transactions with subsidiaries, associated companies, parent companies
and/or companies subject to the control of the latter. The Company is fully held by Stichting
Perimetro, foundation under Dutch laws.
C. Treasury shares and/or parent company shares
The company owns no treasury shares or parent company shares, either directly or indirectly and
did not negotiate any such shares in 2010.
D. Risk management
10
The following information refers to the Company’s operations. As regards the separate portfolio,
relevant information is given in Section 3, Part F, of the Notes.
Liquidity risk
Because the financial commitments involved in its ordinary operations are very small, the
company believes it has sufficient funds to meet them.
Interest rate risk
The company has no financial assets or liabilities that would expose it to significant interest rate
risks.
Exchange risk
The company operates only at the domestic level, hence it is not exposed to exchange risk.
Price risk
The company is not exposed to any significant price risk.
Credit risk
The Company is not exposed to credit risk-.
E. Secondary offices
The company has no secondary or other offices.
F. Direction and coordination
At 31 December 2010 the company is not subject to direction and coordination by the Sole
Shareholder as defined in art 2497/b of the Italian Civil Code.
G. Other information
The Company follows the prevailing orientation based on the Bank of Italy’s order no. 14890
dated 29 March 2000, confirmed by the Revenue Agency’s Circular 8/E dated 6 February 2003,
regarding the tax treatment of separate asset portfolios held by credit-securitisation companies,
whereby earnings from the management of securitised assets during the course of the transactions
in question are not available to the company, hence the spread, if any, does not constitute taxable
income. This assumption is in line with the instructions issued by the Bank of Italy in the
aforesaid order of 29 March 2000, whereby the profit and loss account of securitisation
companies is not influenced by cash inflows and outflows related to the credits for principal and
11
interest related to the securitised portfolio, nor by the expenses incurred by the Company to
manage each transaction.
Anyway, any earnings remaining after all the creditors of the separate portfolio have been
satisfied will be taxable because they will be legally available to the Company and will therefore
constitute taxable income at the term of each securitisation transaction. Only in such moment, in
the case under examination, the an and the determinability of quantum provided by art 75 of the
Consolidated Text of Banking Laws become certain, in order that a certain component will
become part of the taxable income.
It should furthermore be noted that under the assets of the separate portfolios credits are stated
relating to withholding taxes at the charge of the SPV on bank interest income. On the basis of
what stated above and according to the Revenue Agency’s Resolution no 77/E dated 4 August
2010, such withholding taxes can be deducted only in the tax period in which the interest relating
to the bank accounts will become part of the total income of the SPV.
Proposal of allocation of the result of the year
To the Shareholders,
I invite you to approve the company’s financial statements closed at 31 December 2010, in the
manner they were drawn up, comprising the Balance Sheet, the Profit and Loss Account, the
Notes to the Financial Statements together with the relative enclosures and this Management
Report, which close in break-even.
Roma, 30 March 2011
Casaforte s.r.l
The Sole Director
Marc Bruno Zanelli
12
BALANCE SHEET
Assets
60
Accounts receivable
a) due from banks
120 Tax assets
a) current
140 Other
Total assets
31 December
2010
31 December
2009
103.300
183.006
103.300
183.006
2.515
3.990
2.515
3.990
85.474
1.746
191.289
188.742
447
4.409
447
4.409
89.045
82.536
100.000
100.000
1.797
(1.980)
386
(5.521)
6.932
197
(5.521)
3.344
0
3.777
191.289
188.742
Liabilities and Shareholders’ Equity
70
90
Tax liabilities
(a) current
Other liabilities
120 Share capital
160 Reserves
Legal reserve
of which from “FTA”
Income (loss) carried forward
180 Income (loss) of the year
Total liabilities and Shareholders’ Equiy
13
31 December 2010 31 December 2009
10
Interest income and similar proceeds
6.391
7.831
Interest margin
6.391
7.831
Commission expense
(188)
(330)
Net commissions
(188)
(330)
6.203
7.501
(88.811)
(101.131)
(a) Cost of personnel
(b) Other administrative expenses
(1.195)
(87.616)
(18.876)
(82.255)
160 Other operating revenues and charges
83.055
100.098
447
6.468
Profit (loss) of current operations before taxes
447
6.468
(447)
(2.691)
0
3.777
40
110 Administrative expenses
190 Current income taxes
Profit (loss) of the year
14
The revised version of IAS 1 regarding the presentation of financial statements, approved by the
European Union in Reg. no 1274 dated 17 December 2008, the application of which is mandatory
effective fiscal year 2009, has introduced the so-called “Statement of Comprehensive Income”
(overall profitability), a form furnishing specific information in the financial statement schedules
and/or notes to the financial statements. The form summarises the data contained in the profit and
loss account with the costs and revenues recognised directly in equity. The company has no items
recognized directly in equity.
15
16
17
NOTES TO THE FINANCIAL STATEMENTS
PART A – BASIS OF ACCOUNTING
A.1 GENERAL
Section 1 – Statement of conformity with the International accounting standards
The financial statements at 31 December 2010 were prepared in accordance with the International
Financial Reporting Standards (“IFRS”) and the relevant interpretations issued by the
International Accounting Standards Board (“IASB”), which were enacted in Italy by Legislative
Decree 38 dated 28 February 2005, following the issuance of EU Regulation 1606/2002, and in
compliance with the oversight instructions contained in the Bank of Italy’s order of 16 December
2009 (instructions for preparing the financial statements of financial intermediaries registered on
the Special List, of electronic money institutions, of savings-management companies and of
securities brokerages).
The Company applied the international accounting standards (hereinafter also “IAS/IFRS”) since
already for the preparation of its financial statements as of 31 December 2009 (first financial
statements drawn up as enterprise registered in the list pursuant to art 106, Consolidated Text of
Banking Laws) the Director deemed it opportune to not change the accounting principles of
reference which were mandatory before on the basis that this does not contrast with the
provisions of Law Decree 38/2005.
Section 2 – General principles
The financial statements were prepared with the intent of presenting a true and fair view of the
company’s equity and financial position, its cash flow and its economic result for the year. They
were prepared on the going-concern basis (IAS 1, para. 23), according to the accrual method
(IAS 1 paras. 25 and 26) and in conformity with the principle of consistency in presenting and
classifying the items (IAS 1, para. 27). Assets and liabilities, revenues and costs were not offset
unless required or allowed by a principle or an interpretation (IAS 1, para. 32).
The financial statements comprise the compulsory accounting statements provided for by IAS 1,
in particular the Balance Sheet, the Profit and Loss Account, the Statement of Comprehensive
Income Financial Intermediaries, the Statement of Changes in Shareholders’ Equity, the
Statement of Financial Position and the Notes to the Financial Statements, and are accompanied
by the Management Report.
18
For each item of the Balance Sheet and the Profit and Loss Account the comparative prior year’s
figure is stated.
The financial statements use the euro as the functional currency; if not specified otherwise, the
figures are stated in whole euros.
Section 3 – Post-closing events
No event worthy of note has occurred since 31 December 2010.
Section 4 – Other issues
Pursuant to art 14 of Law Decree no 39 dated 27 January 2010, the financial statements are
subjected to legal review by the company Reconta Ernst & Young S.p.A.
A.2 MAIN HEADINGS IN THE FINANCIAL STATEMENTS
This section describes the accounting principles followed in preparing the financial statements at
31 December 2010, with reference solely to the assets, liabilities, costs and revenues listed in the
schedules. Booking criteria, classification criteria, valuation criteria and cancellation criteria are
explained for each heading.
ACCOUNTS RECEIVABLE
Booking criteria
Receivables are booked at their issuance date; that is, the date when the Company becomes a
party to the contract clauses and in consequence is legally entitled to receive the relevant sum.
They are initially posted at their fair value corresponding to the amount disbursed or the price
paid, since there is no assumption of impairment.
Accounts receivable include credits with banks for the amounts available in the Company’s
accounts and receivables classified as “Other assets”.
Valuation criteria
After their initial booking, credits with banks are valued at their original value.
19
As regards other receivables, the existence of objective evidence of impairment is verified at each
closing date.
Receivables are cancelled if and when they are sold and essentially all risks and benefits related
thereto are transferred, or when the contractual rights expire, or if the receivable is judged to be
definitively unrecoverable.
ACCOUNTS PAYABLE
Booking criteria
Payables are booked when the Company becomes party to the contract clauses and in
consequence is legally obligated to pay the relevant sum.
They are initially posted at their fair value, which normally corresponds to the amount to be paid.
This heading includes sums payable for taxes and to suppliers.
Valuation criteria
As accounts payable are short-term liabilities for which the time factor is negligible, they are
booked at their original value.
Accounts payable are cancelled when the liabilities have been paid or have expired.
CURRENT AND DEFERRED TAX ASSETS AND LIABILITIES
Booking criteria
Tax items are booked at the moment when the different types of withholdings are ascertainable.
This heading lists current and deferred tax assets and liabilities.
20
Valuation criteria
Current and deferred tax assets and liabilities are stated without any offsetting.
Current tax assets are booked at the nominal value of the credits for tax prepayments. Current tax
liabilities are booked at the face value of the withholdings effected, whereas taxes for the period
are determined on the basis of a realistic estimate of the tax charges due under current legislation.
Deferred tax liabilities are calculated independently of the present or expected tax loss situation.
The booking of deferred tax assets is subject to the reasonable expectation of their recoverability.
Prepaid and deferred taxes are stated in order to reflect the future benefits and/or charges arising
upon temporary differences between the book values of assets and liabilities posted in the balance
sheet and the corresponding values considered for current tax purposes, and upon tax loss carryforwards.
In accordance with the principle of prudence, credits for prepaid taxes are posted in the balance
sheet if it is reasonably certain that in the years when the deductible temporary differences that
led to the booking of prepaid taxes are reversed, the Company’s taxable income will not be
smaller than the amount of the differences to be cancelled. Conversely, liabilities for deferred
taxes are not booked if they are unlikely to materialise.
Deferred and prepaid taxes are determined on the basis of the income tax rates that are expected
to be in force during the years when the timing differences will be cancelled out. The effect of
changes in tax rates is accounted for in the year when the relevant legal measures are approved.
Current tax items (assets and liabilities) are cancelled when, at the legal deadlines, the Company
remits the different types of taxes it has charged in its capacity as withholding agent.
Deferred taxes are cancelled if and when they are expected to be unrecoverable.
COSTS AND REVENUES
Costs are booked in the profit and loss account at the moment when a decrease in future
economic benefits entails a reliably determined decrease in assets or increase in liabilities. They
are booked according to the criterion of direct association with specific revenue items
(correlation costs and revenues).
21
Revenues are booked in the profit and loss account at the moment when an increase in future
economic benefits entails a reliably determinable increase in assets or decrease in liabilities.
This means that when a revenue is booked, an increase in assets or a decrease in liabilities is
booked at the same time. The main revenue item in the company’s financial statements regards
the backcharge of costs relating to the securitisation transaction stated before.
PART B – INFORMATION ON THE BALANCE SHEET
ASSETS
Section 6 – Accounts receivable – Item 60
6.1 “Due from banks”
Composition
31.12.2010
31.12.2009
Changes
103.300
183.006
(79.706)
Repurchase agreements
-
-
-
Financings
-
-
-
3.1 Finance leases
-
-
-
3.2 Factoring
-
-
-
- with recourse
-
-
-
- without recourse
-
-
-
3.3 Other financing
-
-
-
4.
Debt securities
-
-
-
5.
Other assets
-
-
-
6.
Uncancelled sold assets
-
-
-
6.1 stated in full
-
-
-
6.2 stated partially
-
-
-
Deteriorated assets
-
-
-
7.1 from financial lease
-
-
-
7.2 from factoring
-
-
-
7.3 other financings
-
-
-
Total book value
103.300
183.006
(79.706)
TOTAL FAIR VALUE
103.300
183.006
(79.706)
1.
Deposits and current accounts
2.
3.
7.
22
The fair value of receivables is equal to their balance sheet value, in consideration of the fact that
these are short-term accounts receivable.
Section 12 – Tax assets and liabilities
12.1 “Current and prepaid tax assets”
Tax assets comprise the items stated in the following table.
Composition
Ires (State income tax) credit from “Unico” tax return
Irap (regional income tax) credit from “Unico” tax return
Irap prepayment
Total book value
31.12.2010
533
256
0
1.726
2.515
31.12.2009
637
10
256
3.087
3.990
Changes
(104)
246
(256)
(1.361)
(1.475)
12.2 Composition of item 70 “Current and deferred tax liabilities”
The particulars of tax liabilities are evidenced in the following table.
Composition
Due for current income tax – IRES (State income tax)
Due for withholding tax
Total tax liabilities
31.12.2010
447
0
447
31.12.2009
2.691
1.718
4.409
Changes
(2.244)
(1.718)
(3.962)
Section 14 – Other assets – Item 140
14.1 Composition of item 140 “Other assets”
Other assets comprise the items, due at sight, detailed in the following table.
Composition
Due from securitisation transaction
Due from MPS for backcharged costs
Due from service providers for advances
Prepayments
Total other assets
31.12.2010
45.482
39.964
0
28
85.474
31.12.2009
0
0
1.718
28
1.746
Changes
45.482
39.964
(1.718)
0
83.728
The item “Due from securitisation transaction” refers to the credit for costs of the securitisation
transaction as of 31 December 2010, incurred to preserve the Company’s existence, charged back
to the separate portfolio, in conformity with the order of payment priority stated under point 6 of
the Regulation of the Securities.
23
The item “Due from MPS for backcharged costs” evidences the credit relating to backcharged
costs incurred to preserve the Company’s existence. The entry of such credit is based upon a
specific agreement stipulated among the parties called: “Letter of undertaking in connection with
the unwinding of the securitisation transaction carried out in April 2002 by Giotto Finance S.p.A.
– (now Casaforte S.r.l.)” dated 20 April 2009, according to which the bank guarantees in favour
of Casaforte S.r.l. the financial support necessary for the continuing of the business activity. On
30 June 2010 Banca Monte dei Paschi di Siena S.p.A. confirmed by letter the full validity and
effectiveness of the commitments assumed with the afore mentioned “Letter of undertaking” in
favour of the company. The amount of Euro 39.964 refers to expenses up to the issue date of the
Securities in the context of the securitisation transaction (22 December 2010), net of revenues
generated during the same period by the company, which will have to be refounded by the Bank
in conformity with the afore mentioned commitments.
LIABILITIES
Section 9 – Other liabilities – Item 90
9.1 Composition of item 90 “Other liabilities”
The particulars of this item are evidenced in the following table:
Composition
Due to suppliers for invoices received
Due to the Director
Fees due to the Board of Statutory Auditors
Total book value
31.12.2010
51.840
36.010
0
1.195
89.045
31.12.2009
30.122
51.702
712
0
82.536
Changes
21.718
(15.692)
(712)
1.195
6.509
Due to suppliers for invoices received evidence the payables accrued during the year for services
received.
Due to suppliers for invoices to be received relate to accruals made at 31 December 2010 for
costs pertaining to the fiscal year, for which at the closing date of the financial statements the
invoices had not been received yet.
Section 12 – Equity
The shareholders’ equity exclusively comprises the share capital.
24
12.1 Composition of item 120 “Capital”
Type
Amount
1. Capital
100.000
1.1 Common shares
1.2 Other shares
1.3 Quotas
100.000
At 31 December 2010 the share capital amounts to Euro 100.000, split up in 100 quotas with
nominal value of Euro 1.000 and fully held by Stichting Perimetro, registered office in
Amsterdam (the Netherlands) – 1082MD Claude Debussylaan 24, Italian tax identification code
97534280157. At 31 December 2010 the share capital was fully paid in.
12.5 Other information
The following table states the net equity items, in conformity with what provided for by art
2427/7b, Italian Civil Code.
Retained
earnings
Legal
A.
Beginning balances
B.
Increases
Total
197
3.344
-
3.541
-
-
-
-
189
3.588
-
3.777
B. Other changes
-
-
-
-
Decreases
-
-
-
-
- loss coverage
-
-
-
-
- distribution
-
-
-
-
- transfer to capital
-
-
-
-
386
6.932
-
7.318
B. Allocation of income
C.
Losses carried
forward
C.1 Utilisations
D.
Closing balances
Financial
assets
available
for sale
Tangible
assets
Intangible
assets
Hedging
of
financial
flows
Special
revaluation
laws
Total
Other
A.
Beginning balances
-
-
-
-
(5.521)
-
(5.521)
B.
Increases
-
-
-
-
-
-
-
25
C.
D.
B.1 Positive changes
in fair value
-
-
-
-
-
-
-
B.2 Other changes
-
-
-
-
-
-
-
Decreases
-
-
-
-
-
-
-
C.1 Negative
changes in fair value
-
-
-
-
-
-
-
C.2 Other changes
-
-
-
-
-
-
-
-
-
-
(5.521)
-
(5.521)
Closing balances
PART C – INFORMATION ON THE PROFIT AND LOSS ACCOUNT
Section 1 – Interest
1.1 Composition of item 10 “Interest income and similar revenues”
Items / forms
Other
2010
2009
1.
Financial assets held for negotiation
-
-
-
2.
Financial assets carried at fair value
-
-
-
3.
. Financial assets available for sale
-
-
-
4.
. Financial assets held until maturity
-
-
-
5.
Accounts receivable
-
-
-
- for factoring
-
-
-
-
-
-
6.391
6.391
7.831
-
-
-
- for factoring
-
-
-
-
-
-
-
-
-
-
-
-
- for factoring
-
-
-
5.1 Due from banks
5.2 Due from other finance granters
5.3 Trade accounts receivable
26
-
-
-
-
-
-
6.
Other assets
-
-
-
7.
Hedging derivatives
-
-
-
6.391
6.391
7.831
Total book value
Interest income refers to gross interest income accrued as of 31 December 2010 on bank account
no 3245362 held with Banca Antonveneta S.p.A., Padua Branch, Central Agency.
Section 2 – Commissions
2.4 Composition of item 40 “Commission expense”
Details/Sectors
31.12.2010
31.12.2009
1.
Guarantees received
-
-
2.
Distribution of third-party services
-
-
3.
Collection and payment services
-
-
4.
Bank commissions
188
330
188
330
Total
The item, equal to Euro 188, exclusively refers to bank commissions on the company’s bank
account.
Section 9 – Administrative expenses – Item 110
9.1 Composition of item 110.a “ Cost of personnel”
Items/Sectors
31.12.2010
31.12.2009
1.
Employees
-
-
2.
Other personnel in force
-
-
3.
Directors and Statutory Auditors
1.195
18.876
4.
Retirees
Expenses recovered for employees assigned
to other companies
Refund of expenses for employees assigned
to other companies
-
-
-
-
-
-
1.195
18.876
5.
6.
Total
9.3 Composition of item 110.b “Other administrative expenses”
27
Other administrative expenses evidence a balance of Euro 87.616 and comprise:
Items/Sectors
Professional fees
Audit fees
Data elaboration costs
Corporate Servicer fees
Stichting corporate servicer fees
Sundry administrative expenses
31.12.2010
2.075
59.889
2.077
14.779
8.796
0
87.616
Total
31.12.2009
15.895
57.724
2.183
0
0
6.453
82.255
Section 14 – Other operating revenues and charges
14.1 Composition of item 160 “Other operating revenues and charges”
Items/Sector
Taxes
Non-recurring ordinary charges
Non-recurring ordinary revenues
Revenues for costs backcharged to MPS
Revenues for costs backcharged to securitisation transaction
Sundry revenues and proceeds
Total
31.12.2010
(510)
(1.890)
9
39.964
45.482
0
83.055
31.12.2009
(581)
(3.215)
2.985,0
0
0
100.909
100.098
The item “Revenues for costs backcharged to MPS” mainly comprises revenues relating to the
backcharge to Banca Monte dei Paschi di Siena S.p.A. of costs incurred up to the date of the
notes issued in the context of the securitisation transaction (22 December 2010), net of the
revenues generated during the same period by the company, which the bank committed itself to
refound. Reference should be made to the comments under the item “Due from MPS for
backcharge of costs”.
The item “Revenues for costs backcharged to the securitisation transaction” refers to revenues
relating to the backcharge to the separate portfolio of costs incurred and accrued as of 31
December 2010 for the ordinary management of the company.
Section 17 – Income taxes of the current year – item 190
1. Current taxes
2. Change in prior year’s income taxes
3. Reduction of current income taxes of the period
4. Change in tax prepayments
5. Change in deferred taxes
Total book value
31.12.2010
447
31.12.2009
2.691
447
2.691
28
PART D – OTHER INFORMATION
F – OTHER INFORMATION AND EXPLANATORY NOTES ON THE SEPARATE PORTFOLIO
F.1 SUMMARY TABLE OF SECURITISED ASSETS AND NOTES ISSUED
STATUS OF THE TRANSACTION AT 31 DECEMBER 2010
Amounts expressed in Euro
A.
A1
B.
B1
B2
B3
B3 1
B3 2
B3 3
B3 4
B3 5
C.
C1
C2
C3
D.
E.
E1
E2
E3
E4
E5
E6
E7
F.
F1
F2
F3
G.
G1
G2
G3
G4
H.
H1
H2
H3
H4
H5
I.
L.
L1
L2
DESCRIPTION
SECURITISED ASSETS
Accounts receivable
APPLICATION OF CASH GENERATED BY CREDIT
MANAGEMENT
Debt securities
Capital securities
Other:
Commission for placement of securities
CONSOB surveillance fees
Cash Equivalent
Due from Originator for collections pending transfer
Credits for withholding tax on bank interest income
TOTAL ASSETS (A+B)
SECURITIES ISSUED
Class A notes
Class B notes
Class Z notes
FINANCING RECEIVED
OTHER LIABILITIES
Due to finance companies
Due to corporate management
Due to suppliers
Due to swap counterparty
Due to CONSOB for surveillance fees
Due to noteholders of Class Z notes for premium
Accrued liabilities for interest on notes issued
TOTAL LIABILITIES (C+D+E)
DIFFERENCE (A+B-C-D-E)
TOTAL LIABILITIES
INTEREST EXPENSE ON NOTES ISSUED
Class A notes
Class B notes
Class Z notes - Premium
COMMISSIONS AND FEES CHARGED TO THE
TRANSACTIN
Credit manager fees
Noteholders’ representative fees
Calculation and payment agent fees
Other
OTHER CHARGES
Chargeback of company management costs
Interest Rate swap
Amortisation of fees for placement of notes
Amortisation of CONSOB surveillance fees
Other costs
INTEREST GENERATED BY SECURITISED
ASSETS
OTHER REVENUES
Bank interest income
Interest rate swap
RESULT OF THE SECURITISATION TRANSACTION (I+L-F-G-H)
31/12/2010
1.605.205.366
1.605.205.366
119.270.482
119.270.482
51.560.482
403.707
100.045
67.206.237
11
1.724.475.848
1.669.640.000
1.536.640.000
130.000.000
3.000.000
54.835.848
52
45.482
31.907
51.702.574
404.259
1.103.457
1.548.117
1.724.475.848
1.724.475.848
2.651.574
1.280.533
267.584
1.103.457
31.907
329
19.049
12.279
250
123.206
45.482
6.774
70.318
552
80
2.771.603
35.084
40
35.044
-
29
The structure and form of the summary table are in line with those prescribed by the Bank of
Italy’s instructions of 16 December 2009, which acknowledged, with respect to the separate
portfolio, the general principles already indicated by the surveillance body in the proceedings
dated 29 March 2000 – “Financial statements of credit securitisation companies”.
Since the new securitisation transaction was started during the year 2010, it should be noted that
the comparsion of the data with that of the prior year is not applicable.
The valuation criteria used for the most significant items are described below.
A. Securitised assets – Credits
The credits were booked at their sale price, corresponding to their presumable realisation value at
the balance sheet date.
B. Uses of cash generated by credit management
B3 1 Commission for placement of Notes and B3 2 CONSOB surveillance fees
Such items are stated at historical cost. Amounts are entered net of amortisation allowances
calculated in relation to the residual life of the notes issued.
B3 3 Cash Equivalent
Credits representing the balances in the Company’s bank accounts are stated in the balance sheet
at their face value, which corresponds to their presumable realisation value; they include interest
accrued at the balance sheet date.
B3 4 Due from Originator for collections to be received
Receivables due from the Originator, stated at their presumable realisation value corresponding
to their nominal value, represent the amount of sums to be collected at the closing date of these
financial statements with reference to the collections of credits relating to the portfolio.
B3 5 Credits for withholding tax on bank interest income
This item relates to the credits accrued at the balance sheet date towards tax authorities for
withholding tax on bank interest income accrued in the Company’s bank accounts.
According to what stated in the Revenue Agency’s Circular no 77/E dated 4 August 2010, such
credits can be fully deducted in the income tax return relating to the tax period in which the
transaction will be closed.
30
C. Securities issued
Notes issued are stated at their corresponding nominal values. The belong to the category of
asset-backed securities and are paid exclusively with the sums collected on the purchased
receivables.
E. Other liabilities
Debts are stated at their face value.
Accrued liabilities are calculated in relation to the period to which they pertain, applying the
principle of correlation between costs and revenues arising in each period.
Interest, commissions, revenues and charges
Such positive and negative items are accounted for on the accrual basis.
Other aspects
No provision for taxes was made, considering that the securitisation transactions is neutral from a
tax point of view, also in the light of the clarifications furnished by the competent Italian tax
authorities. Tax withholdings were deducted from the interest income accrued on the company’s
bank accounts.
A. Securitised assets
The credits stated in this item refer to the sale price of such assets, amounting to Euro
1.669.640.000, net of the amounts pertaining to the fiscal year that the Originator transferred to
the company as amortisation of the principal, by crediting to the Collection Account at the
beginning of January 2011 a total amount of Euro 64.434.634.
B. Uses of cash
The uses of cash comprise the items detailed in the following table:
Description
Commission for placement of securities
CONSOB surveillance fees
Cash at MPS, a/c 8591758 (Collection Account)
Due from Originator for collections to be received
31.12.2010
51.560.482
403.707
100.045
67.206.237
11
Total
119.270.482
31
Commissions for placement of securities, equal to Euro 51.630.800 are stated net of the
amortisation charge pertaining to the fiscal year, equal to Euro 70.318.
The CONSOB surveillance fees, due by the company in the amount of Euro 404.259, pursuant to
CONSOB’s resolution nos 17.600, 17.601 and 17.602 issued on 28 December 2010, for having
concluded during 2010 the public offer of Class A notes, are stated net of the amortisation charge
of the year, in the amount of Euro 552.
The cash with MPS, a/c no 8591758, represents the balance of the Collection Account on which
the amounts collected or recovered in relation to the portfolio of securitised credits and the other
rights of the Issuer on the basis of what established in the Cash and Payment Management
Contract are deposited.
The credit with the Originator for collections to be received refers to the sums for collections
pertaining to the fiscal year as advance of what due in relation to the Credits at the payment date
of 31 December 2010, but not transferred yet by the Originator, for a total amount of Euro
67.206.237, of which Euro 64.434.634 in principal and Euro 2.771.603 in interest.
The aggregate amount of withholding tax charged on bank interest income as of 31 December
2010 is Euro 11. Such amount was prudentially written down at the balance sheet closing date
and the amount was accrued under provision for depreciation of accounts receivable for
withholding tax on bank interest income stated under Other liabilities.
C. Securities issued
Description
Class A notes
Class B notes
Class Z notes
31.12.2010
1.536.640.000
130.000.000
3.000.000
Total
1.669.640.000
More in particular, the purchase of the portfolio was financed by the company by issuing on 22
December 2010 the following classes of securities: (i) €1.536.640.000 class A asset-backed
notes, at a fix interest rate of 3,00% up to 30 June 2012 and subsequently at a floating interest
rate, legal term 30 June 2040 (“Class A notes”), (ii) €130.000.000 class B asset backed notes, at
a fix interest rate and incremental capital up to €235.000.000, legal term 30 June 2040 (“Class
32
B notes”); (iii) €3.000.000 class Z asset backed variable premium notes, legal term 30 June 2040
(“Class Z notes”).
E. Other liabilities
Other liabilities comprise the items detailed in the following table.
Description
Due to Finance companies
Due to corporate management
Due to swap counterparty
Due to CONSOB for surveillance fees
Due to holders of Class Z notes for Premium
Accrued liabilities for interest on notes issued
31.12.2010
52
45.482
31.907
51.702.574
404.259
1.103.457
1.548.117
Total
54.835.848
The amounts due to Finance companies refer to the negative balances, for Euro 27, on bank
account no 8592692 held with MPS, denominated Expense Account, to which the sums are
credited which are necessary for the payment of the initial costs of the transaction, as well as
eventual charges and costs due to the Issuer and payable in a date different from the Payment
Date and, for Euro 25, on bank account no 859200 held with BNP Milan, denominated Payment
Account, opened for the purpose of managing the payments to the Noteholders and other
creditors.
The amounts due to the corporate management refer to costs as of 31 December 2010, incurred
for preserving the company’s existence, backcharged to the separate portfolio.
The amounts due to suppliers refer to debts for invoices to be received, accrued at 31 December
2010, relating to costs for the fees due to the Noteholders Representative, Calculation and
Payment Agent and Credit Manager, pertaining to the fiscal year, for which the invoices had not
been received yet at the balance sheet date.
The amounts due to the swap counterpart refer for Euro 51.695.800 to the Additional Flow
Amount relating to the Interest Rate Swap (no 11880425), advanced by MPS on 22 December
2010 (which will be paid back on 30 June 2011), in order to enable the company to pay the
commissions for the placement of the notes and to have the cash necessary for the initial costs
and, Euro 6.774, for the accrual of the short coupon of the swap expense (Interest Rate Swap no
11880426), period of competence 22 December 2010 - 31 December 2010.
33
The amount due to Consob for surveillance fees refers to the fees payable by the company,
pursuant to CONSOB resolutions nos 17.600, 17.601 and 17.602 dated 28 December 2010, for
having concluded during the year 2010 the public offer of Class A securities.
The amounts due to the Holders of Class Z notes for Premium represent the accrual of an amount
equal to the difference between positive and negative income components of the securitised
management stated at the balance sheet date. Such amount was accrued in conformity with what
established by the Ruling of the Securities with regard to the Order of payment priority. In
particular, to the holders of Class Z notes exclusively a Premiums is granted with effect on
Extraordinary Available Funds and a Premium with effect on Ordinary Available Funds, as
defined in the Ruling of the Securities.
Accrued liabilities for interest on Notes issued represent the interest expense accruing as of 31
December 2010 on notes issued, in particular Euro 1.280.533 on Class A notes and Euro 267.584
on Class B notes.
F. Interest expense on notes issued
Description
Class A notes
Class B notes
Class Z notes - Premium
31.12.2010
1.280.533
267.584
1.103.457
Total
2.651.574
G. Commissions and fees charged to the transaction
Commissions and fees charged to the transaction are detailed in the following table:
Description
Servicing commissions
Commissions due to the noteholders’ representative
Commissions due to Calculation and Payment Agent
Other amounts due
31.12.2010
329
19.049
12.279
250
Total
31.907
H. Other charges
Other charges are detailed in the following table:
Description
Backcharged costs of corporate management
Interest Rate Swap
Amortisation of commission for placement of Notes
31.12.2010
45.482
6.774
70.318
34
Amortisation of CONSOB surveillance fees
Other costs
552
80
Total
123.206
I. Interest generated by the securitised assets
This item, equal to Euro 2.771.603, comprises the interest accrued on securitised assets as of 31
December 2010.
L. Other revenues
The particulars of this item are shown in the following table:
Description
Bank interest income
Interest Rate Swap
31.12.2010
40
35.044
Total
35.084
The item Interest Rate Swap income refer to the short coupon of the swap income (Interest Rate
Swap no 11880426), period of competence 22 December 2010 - 31 Decembeer 2010, collected
by the company on 31 December 2010.
QUALITATIVE INFORMATION
F.2 Description of the transaction and its progress
On 21 September 2010 Casaforte S.r.l. concluded a transaction (the’“Transaction”) pursuant to
Law no 130 dated 30 April 1999, regarding monetary credits in principal, interest and other
ancillary items relating to a mortgage financing contract stipulated on 3 July 2009, according to
which Banca Monte dei Paschi di Siena S.p.A. (“Banca MPS” or the “Seller”) granted a
mortgage financing to the debtor Perimetro Gestione Proprietà Immobiliari S.C.p.A. (the
“Consortium”).
Pursuant to the combined provisions of articles 1 and 4 of the Securitisation Law and article 58 of
the Consolidated Text of Banking Laws,
the company has bought all monetary credits in
principal, interest and other ancillary items relating to the above mentioned Mortgage Financing
Contract (the “Credits”), together with any collateral or personal guarantee supporting the
Credits, with juridical and economic effect from 22 December 2010, issue date of the Notes (as
described hereinafter). The Lease instalments relating to the realty represent the main source of
cash flows necessary to satisfy the commitments assumed by the Consortium in relation to the
Mortgage Financing Contract. The Issuer is entitled to withhold the Lease instalments thus
35
collected and to use them for the payment of interest and the reimbursement of the principal,
pursuant to the Mortgage Financing Contract.
The price of the Credits comprised in the Portfolio was agreed in the aggregate amount of Euro
1.669.640.000,00, and was paid by the company in funds immediately available on 22 December
2010. Contextually with the payment of the price (but being expressly excluded any
compensation in this respect), the seller transferred to the company the amount of Euro
67.206.237 as advance against what due in relation to the credits at the payment date of 31
December 2010, for interest and amortisation of the principal.
Pursuant to articles 1 and 5 of Law no 130 dated 30 April 1999, the purchase of the Portfolio was
financed by the Company by issuing three classes of securities as described hereinafter in
paragraph F.4. On 5 November 2010 the informative prospectus (the “Prospectus”) was
published by filing it with CONSOB, for the offer to the general public in Italy relating to the
underwriting of Class A securities, offer which was closed on 29 November 2010. Class B and
Class Z securities, with reference to which the Prospect was published solely for the purpose of
article 2 of the Securitisation Law, are not subject to the offer to the general public, inasmuch as
they are offered to professional and/or qualified investors.
The documentation undersigned by the parties involved in the Transaction is the usual one for
this kind of transactions, more in particular:
-
a sale agreement, on the basis of which the company and Banca MPS agreed upon the
terms and conditions of the sale of the portfolio; the effectiveness of the portfolio sale pursuant to
the contract is subject to the issuing of the Notes at the Issue Date and the completion of the
necessary formalities;
-
a credit management agreement, pursuant to which the company has engaged the credit
manager for the purpose of managing, in the name and on behalf of the company, the collection
of the credits sold as well as cash and payment services;
-
a corporate services agreement, pursuant to which the corporate servicer received from the
company and accepted the engagement to furnish certain administrative, corporate, accounting,
regulation and other kind of services in relation to the transaction;
-
a cash and payment servicing agreement, ruling the functioning of the bank accounts
opened in the name of the company as well as the movements and the investment of the sums
collected by the company;
36
-
an agreement among the creditors, stipulated by all parties involved in the transaction in
order to establish, among other issues, the order of priority according to which the sums collected
by the company will be used for the payments to be made during the course of the transactions;
-
a pledge contract under Italian law, pursuant to which the company pledged in favour of
the noteholders and the other creditors guaranteed by the company (i) the company’s credit rights
towards the counterparties of the transaction and relevant to the contracts drawn up according to
the Italian law in the context of the transaction, and (ii) the credit rights relating to the amounts
from time to time deposited in the bank accounts opened in Italy in the name of the company;
-
a financial hedge contract stipulated between the company and the hedging counterparty,
pursuant to which the company covered the financial risks caused by misalignment between the
fix interest rate it will collect pursuant to the Financing contract and the floating interest rate due
to the holders of Class A notes starting from 30 June 2012,
-
a guarantee contract under British laws, pursuant to which the company has set up a
charge on the rights relating to the financial hedge contract and the rights relating to the amounts
deposited on the bank accounts opened in Great Britain in the name of the Company, in favour of
the financial heding counterparty and in the interest of the noteholders;
-
the Informative Prospectus drawn up in relation to the Offer of Class A notes, pursuant to
the Securitisation Law and the Directive “ Prospetti 2003/71/CE”, and, only for the purpose of
article 2 of the Securitisation Law, in relation to Class B and Class Z notes, published through
filing with CONSOB on 5 November 2010 following the communication authorising the
publishing by CONSOB with notice dated 3 November 2010, protocol no 10091148.
Progress of the transaction
The transaction, perfected during the month of December 2010, is proceeding regularly. In
particular the cash flows relating to the securitised portfolio realised during 2010 are slit up as
follows: Euro 64.434.634 in principal and Euro 2.771.603 in interest.
F.3 Parties involved
The following table evidences the different parties involved in the transaction.
•
Casaforte S.r.l., a “Srl” (private limited company under Italian laws), set up pursuant to
art 3 of Law 130/1999 (the “Securitisation Law”), with registered offices in via
ISSUER
Eleonora Duse 53, Roma, listed at no 03670580285 of the Rome Companies’ Register
and at no 32933 in the general list of financial intermediaries kept by the Bank of Italy
pursuant to art 106 of the Consolidated Text of Banking Laws (the “Company” or the
37
“Issuer”).
•
Banca Monte dei Paschi di Siena S.p.A., public limited company under Italian laws
with registered offices in piazza Salimbeni 3, Siena, tax identification and Siena
Companies’ Register no. 00884060526, VAT number, listed at no. 5274 in the list of
banks kept by the Bank of Italy pursuant to art 13 of Law Decree no 385 1 September
1993 (the “Consolidated Text of Banking Laws”), and, as company part of the group
Monte dei Paschi di Siena (the “Group MPS”), at no 1030.6 of the list of banking
SELLER,
groups (the “Seller”, as well as the “Credit Manager”, the “Cash Manager” and the
“Transaction Bank”).
CREDIT MANAGER
CASH MANAGER AND
Description of functions performed:
TRANSACTION BANK
(i) in its capacity as Credit Manager performs in the name and on behalf of the company and
in the interest of the noteholders administration, management, credit collection and credit
recovery activities, and
(ii) in its capacity as Cash Manager and Transaction Bank furnishes to the company cash and
payment services relating to sums from time to time credited to the accounts that the
company – in the context of the credit securitisation – has opened with Banca MPS;
•
KPMG Fides Servizi di Amministrazione S.p.A., public limited company under
Italian laws, registered offices in Via Vittor Pisani, 27, Milano, tax identification, VAT
and Milan companies’ register number 00731410155 which is part of this deed and acts
through its offices in Rome in via Eleonora Duse 53 (the “Corporate Services
Provider”).
CORPORATE
SERVICES PROVIDER
Description of functions performed: the Corporate Services Provider furnishes to the
company administrative services, among which bookkeeping services, tax services, corporate
services (such as, inter alia, keeping and updating of corporate books, convocation of the
company’s management bodies and preparation of the minutes of the meetings, convocation
and formalities relating to shareholders’ meetings and preparation of minutes of
shareholders’ meeting, etc), preparation of the annual financial statements.
•
STICHTING
under British laws, with registered offices in London, Fifth Floor, 6 Broad Street Place,
PERIMETRO SERVICES
PROVIDER
WILMINGTON Trust SP Services (London) Limited, private limited company
EC2M 7JH, Great Britain ( “Stichting Perimetro Services provider”).
Description of functions performed: the Stichting Perimetro services provider takes care of
the documental, corporate and bookkeeping management of Stichting Perimetro.
PAYING AGENT
•
BNP Paribas Securities Services S.A., a bank set up and operating under the juridical
form of société anonyme under French laws, with registered offices in 3, rue D’Antin,
AND
CALCULATION AGENT
Paris, which acts for the purpose of this deed through its branch in Milan with registered
offices in via Ansperto 5, tax identification and Milan Companies’ Register number
13449250151 (“BNP Paribas”), in its capacity as Calculation Agent
(the
38
“CALCULATION AGENT”) and payment agent (the “Payment Agent”).
Description of functions performed:
(i) in its capacity as Payment Agent it furnishes some cash and payment services, also in
relation to sums from time to time credited to the accounts that the company – in the context
of the credit securitisation – has opened c/o such Payment Agent; and
(ii) in its capacity as Calculation Agent it furnishes to the Company some calculation
services according to the terms and conditions set forth in this contract.
•
KPMG Fides Servizi di Amministrazione S.p.A., public limited company under
Italian laws, registered offices in Via Vittor Pisani, 27, Milano, tax identification, VAT
and
COMMON
Milan
companies’
register
number
00731410155
(the
“Common
Representative”).
REPRESENTATIVE
Description of functions performed: the Common Representative acts in representation of the
Notesholders and the other creditors guaranteed by the company, taking care of their interest
and protecting their rights, when necessary..
•
MPS Capital Services Banca per le Imprese S.p.A., with registered offices in Via
Pancaldo 4, Florence, share capital Euro 276.434.746,28 fully paid in, listed in the
Companies’ Register of Florence, Tax identification and VAT number 00816350482,
PARTY IN CHARGE OF
listed at no 4770 of the List of Banks kept by the Bank of Italy, being part of the
PLACEMENT AND
banking group Monte dei Paschi di Siena, listed at 1030 of the list of banking groups
(“MPSCS”).
DEALER
(CLASS A NOTES)
Description of functions performed: the party takes care of coordinating and managing,
directly and indirectly, through other intermediaries in charge of the placement (the “Dealers)
the Offer and the Placement.
•
Banca Monte dei Paschi di Siena S.p.A with registered offices in Siena, Piazza
Salimbeni 3, share capital Euro 4.502.410.157,20 fully paid in, listed in the Companies’
Register of Siena, tax identification and VAT number 00884060526, listed at 5274 in
the list of banks kept by the Bank of Italy, being part of the banking group
Montepaschi, listed at 1030 of the list of banking groups;
•
Banca Antonveneta S.p.A., with registered offices in Padua, Piazzetta Turati 2, share
capital euro 1.006.300.000,00 (I.v.) - tax identification, VAT and Padua companies’
DEALERS
register number 04300140284, Sole Shareholder company subject to management and
(CLASS A NOTES)
coordination by Banca Monte dei Paschi di Siena S.p.A., listed in the list of banks kept
by the Bank of Italy; and
•
Biverbanca S.p.A., with registered offices in Via Carso 15, Biella, share capital euro
117.500.000,00, tax identification, VAT and Biella companies’ register number
01807130024, company subject to management and coordination by Banca Monte dei
Paschi di Siena S.p.A., listed in the list of banks kept by the Bank of Italy.
Description of functions performed: are the parties liable and engaged for the placement of
39
Class A notes.
•
MPS Capital Services Banca per le Imprese S.p.A., with registered offices in Via
Pancaldo 4, Florence, share capital Euro 276.434.746,28 fully paid in, listed in the
Companies’ Register of Florence, Tax identification and VAT number 00816350482,
DEALERS
listed at no 4770 of the List of Banks kept by the Bank of Italy, being part of the
banking group Monte dei Paschi di Siena, listed at 1030 of the list of banking groups
(CLASS B NOTES)
(“MPSCS”).
Description of functions performed: is the party liable and engaged for the placement of
Class B notes.
•
Banca Monte dei Paschi di Siena S.p.A with registered offices in Siena, Piazza
Salimbeni 3, share capital Euro 4.502.410.157,20 fully paid in, listed in the Companies’
Register of Siena, tax identification and VAT number 00884060526, listed at 5274 in
DEALERS
the list of banks kept by the Bank of Italy, being part of the banking group
Montepaschi, listed at 1030 of the list of banking groups.
(CLASS Z NOTES)
Description of functions performed: is the party liable and engaged for the placement of
Class Z notes.
•
Mediobanca – Banca di Credito Finanziario S.p.A., with registered offices in
Piazzetta E. Cuccia 1, Milano.
ARRANGERS
•
Banca Monte dei Paschi di Siena S.p.A., with registered offices in piazza Salimbeni 3,
Siena.
Description of functions performed: are the parties liable for the structuring of the
transaction.
Moreover, the shareholders’ meeting dated 8 March 2011 resolved the assign the engagement of
legal control of the accounts pursuant to Law Decree no 39 dated 27 January 2010 for the fiscal
years 2010-2018 to the company Reconta Ernst &Young S.p.A.
F.4 Characteristics of the issues
CLASS A ASSET-BACKED NOTES
CLASS B ASSET-BACKED NOTES
CLASS Z ASSET-BACKED NOTES
EURO
EURO
EURO
1.536.640.000 (no. 1.536.400 notes,
nominal value € 1.000 each)
130.000.000 (no. 520 notes, nominal
value € 250.000 each) (1)
3.000.000 (no 3.000
floating
Fix. Also a premium is granted to the
holders of Class B notes, out of the
Ordinary Funds, as provided for in the
corresponding Order of Priority.
A premium is exclusively granted to the
holders of Class Z notes, out of the
Extraordinary Available Funds, and a
Premium out of the Ordinary Available
Funds, as provided for in the
corresponding Order of Priority.
Currency
Issue amount
Interest rate
notes, nominal
40
Equal to 3,00% p.a. up to 30 June 2012
(included) and subsequently equal to
the sum of the Rate of Reference, from
time to time applicable, and the Margin
(1,05% p.a.). The Rate of Reference
corresponds to EURIBOR six-month
applicable on the Day of the Quotation,
or a different rate determined by the
Calculation Agent pursuant to Clause
7.6 (trigger event) of the Ruling of the
Securities. Limited to the first interest
period, the rate of reference will be that
determined
through
the
linear
interpolation method between the
EURIBOR rate for the immediately
shortest period and the Euribor rate for
the immediately longest period.
Up to the Payment Date in which Class
A notes are fully repaid (included):
(a)
for a quote corresponding
solely to the Initial Nominal Value of
Class B, equal to 7,41% p.a; and
(b)
for a quote corresponding to
the full Effective Nominal Value of
Class B, equal to 2,94% p.a;
Starting from the payment date in
which Class A notes have been fully
repaid (excluded), equal to 2,94% p.a.
(calculated on the Effective Nominal
Value of Class B). (2)
Six-monthly
Six-monthly
Six-monthly
Legal term
30 years (to 30 June 2040)
Repayment
From 31 December 2014. The notes
are limited recourse notes, therefore the
repayment of principal will be from
time to time due and collectible only
within the limits of the available funds.
From 31 December 2030. The notes
are limited recourse notes, therefore the
repayment of principal will be from
time to time due and collectible only
within the limits of the available funds.
In a single solution at the final term (30
June 2040), according to the Order of
Payment Priority of payments stated in
the Ruling of the Securities.
Initial rating
(1)
A- by Fitch Ratings Limited
Un-rated
Un-rated
Current rating
A- by Fitch Ratings Limited
Un-rated
Un-rated
Listing
No listing on a regular stock market
was requested.
No listing on a regular stock market
was requested
No listing on a regular stock market was
requested
Italian
Italian
Italian
Parameter
Coupon
Applicable
law
(see note 3)
(1)
At each Payment Date up to the date in which Class A notes were fully repaid (included), each holder of Class B notes shall pay to the Issuer
an amount increasing the nominal value of Class B notes determined as result of:
(i) Effective Nominal Value of Class B;
(ii) 2,94% p.a.; and
(iii)the number of days past since the immediately preceding Payment Date (or, in the case of the first Payment Date, since the Issue Date);
on the conventional basis of 360 days per year and 30 days per month, with rounding to the next cent of Euro.
The amount thus determined and payable upon request of the Issuer at each Payment Date is indicated as “Incremental Value of Class B
notes” (up to a maximum amount of €235.000.000).
(2)
Premium with reference to Class B notes:
an amount equal to the difference, if positive, between the Ordinary Available Funds at a certain Payment Date – starting from 31 July 2033
– and the amount of all payments due to the Issuer pursuant to items from (i) to (x), paragraph a), of the Order of Priority stated under Clause
6.1 of the Ruling of the Securities; and
(ii) an amount equal to the difference, if positive, between the Available Funds at a certain Payment Date – starting from 31 July 2033 –
and the amount of all payments due to the Issuer pursuant to items from (i) to (viii) of the Order of Priority stated under Clause 6.4 of the
Ruling of the Securities;
It is understood that the maximum Premium distributable may not exceed the aggregate amount €15.500.000;
(3)
Premium with reference to Class Z notes:
(i) with effect on Ordinary Available Funds, an amount equal to the difference, if positive, between the Ordinary Available Funds at a
certain Payment Date and the amount of all payments due to the Issuer pursuant to items from (i) to (x) of the Order of Priority stated under
Clause 6.1 of the Ruling of the Securities (or items from (i) to (vi) of the Order of Priority stated under Clause 6.3 of the Ruling of the
Securities);
(ii) with effect on Extraordinary Available Funds, , an amount equal to the difference, if positive, between the Extraordinary Available
Funds at a certain Payment Date and the amount of all payments due to the Issuer pursuant to items from (i) to (iii) of the Order of Priority
stated under Clause 6.2 of the Ruling of the Securities; and
(iii) with effect on Available Funds, an amount equal to the difference, if positive, between the Available Funds at a certain Payment Date
and the amount of all payments due to the Issuer pursuant to items from (i) to (xii) of the Order of Priority stated under Clause 6.4 of the
Ruling of the Securities;
It is understood that, with reference to the preceding paragraph (b)(i), the maximum Premium distributable at each Payment Date shall never
exceed the amount calculated as follows: €2.500.000 multiplied by the ratio between Residual Lease and Initial Lease.
41
According to what provided for by art 2/4 of the Securitisation Law for Securities relating to
securitisation transactions offered to non professional investors, the merit of the credit of Class A
notes was subjected to analysis and valuation by Fitch Ratings Ltd., a rating agency operating on
international financial markets, in possession of the requirements of professional competence and
independence requested in CONSOB’s resolution no 12175 relating to the Implementation
Ruling of art 2/5 of the Securitisation Law. In conformity with the afore mentioned CONSOB
resolution no 12175, the performance of Class A notes was subjected to an analysis by Fitch
Ratings Ltd, registered offices in 101 Finsbury Pavement, London EC2A 1RS, Great Britain.
At the date of the Prospectus, the Rating Agency assigned to Class A notes the rating “expected”
in line with that of Banca MPS, presently equal to A- (A less). Such rating is defined as
“expected” since it is subject to the effective issuing of Class A notes, on the assumption that
during the Offer Period no significant changes are made to the contracts signed at the Date of
Stipulation and that in the meantime the rating of Banca MPS does not change. Full details of
the ratings adopted by Fitch Ratings are furnished in the document “Definitions of Ratings and
Other Forms of Opinion” published and consultable on the internet www.fitchratings.com.
The valuation of Class A notes by the Rating Agencies was made by examining the legal and
financial profiles of the transaction, based on the expected cash flows and tied assets as guarantee
of the payment of interest and repayment in principal of the notes, and taking in account the
commitments assumed by Banca MPS towards the debtor Consortium pursuant to the
Commitment BMPS. In particular, the link between the rating of Class A notes and the rating of
Banca MPS (so-called full credit-link) was valued as existing – even in lack of a direct guarantee
with reference to Class A notes by Banca MPS – in the light of the payment obligations assumed
in the context of the transaction by Banca MPS and by other companies of the MPS group, in
different capacities and on different levels, in a direct manner (payment of lease instalments and
other amounts due to the Consortium as tenant; payment of contributions and other amounts due
to the Consortium as associated partners, payment of amounts due to the Issuer pursuant to the
Finance Hedging Contract, payment of amounts to the Consortium pursuant to the Contract of
Deposit) and in a joint manner (Commitment BMPS)3.
It should be noted that the rating does not represent an urging for purchase, sale or possession of
financial instruments, nor does it express any valuation on the price of the notes, the advisability
3
Informative Prospectus Class A notes, Second Part – Informative Note, § 7.4.
42
to invest in the notes for a particular type of investors, the tax treatment of payments made for
the notes, and it can be revised or revoked by the parties which assigned the relative rating.
Up to the redemption of the notes, the Rating Agency will monitor periodically the progress of
the securitisation transaction and in particular the progress of recoveries and collections.
Expected amortisation plan of Class A and Class B notes at issue date
Payment date
Notional reference
Class A
Notional reference
Class B
Repayment of Class A
Repayment of
Class B
30-6-11
1.536.640.000
-
132.006.550
-
31-Dec-11
1.536.640.000
-
133.947.046
-
30-June-12
1.536.640.000
-
135.916.068
-
31-Dec-12
1.536.640.000
-
137.914.034
-
30-June-13
1.536.640.000
-
139.941.370
-
31-Dec-13
1.536.640.000
-
141.998.509
-
30-June-14
1.536.640.000
-
144.085.887
-
31-Dec-14
1.536.640.000
334.983.312
146.203.949
-
30-June-15
1.201.656.688
37.675.309
148.353.147
-
31-Dec-15
1.163.981.379
37.733.173
150.533.938
-
30-June-16
1.126.248.206
37.782.741
152.746.787
-
31-Dec-16
1.088.465.466
37.842.937
154.992.165
30-June-17
1.050.622.529
37.895.089
157.270.550
-
31-Dec-17
1.012.727.439
37.957.730
159.582.427
-
30-June-18
974.769.709
38.012.578
161.928.289
-
31-Dec-18
936.757.132
38.077.779
164.308.635
-
30-June-19
898.679.353
38.135.443
166.723.971
31-Dec-19
860.543.910
38.203.327
169.174.814
-
30-June-20
822.340.583
38.263.932
171.661.684
-
31-Dec-20
784.076.651
38.334.626
174.185.110
-
30-June-21
745.742.025
38.398.301
176.745.631
31-Dec-21
707.343.724
38.471.938
179.343.792
-
30-June-22
668.871.785
38.538.819
181.980.146
-
31-Dec-22
630.332.966
38.615.539
184.655.254
-
30-June-23
591.717.427
38.685.771
187.369.686
-
31-Dec-23
553.031.656
38.765.720
190.124.021
-
30-June-24
514.265.936
38.839.448
192.918.844
-
31-Dec-24
475.426.488
38.922.778
195.754.751
-
30-June-25
436.503.710
39.000.161
198.632.346
-
31-Dec-25
397.503.549
39.087.032
201.552.241
-
30-June-26
358.416.517
39.168.232
204.515.059
-
31-Dec-26
319.248.285
39.258.810
207.521.431
-
30-June-27
279.989.475
39.343.997
210.571.996
-
31-Dec-27
240.645.479
39.438.457
213.667.404
-
30-June-28
201.207.022
39.527.809
216.808.315
31-Dec-28
161.679.213
39.626.334
219.995.397
-
30-June-29
122.052.879
39.720.038
223.229.329
-
31-Dec-29
82.332.841
39.822.818
226.510.800
-
30-June-30
42.510.022
39.921.069
229.840.509
-
31-Dec-30
2.588.954
2.588.954
233.219.165
37.439.350
43
30-June-31
-
-
195.779.814
41.220.904
41.028.773
31-Dec-31
-
-
154.558.910
30-June-32
-
-
113.530.138
40.827.346
31-Dec-32
-
-
72.702.792
40.629.326
31-July-33
-
-
32.073.466
32.073.466
Allocation of flows generated by the portfolio
Until the Issuer has not received the Communication of a Determinant Event, the Ordinary
Available Funds, as calculated at each Determination Date, shall be used by the Issuer, or on
behalf of the latter, at the following Payment Date for the purpose of making the payments due to
the Noteholders and the other Creditors of the Issuer on the basis o the following order of
priority:
(i)
for the payment, to be made on an equal basis and proportionally to the relative
amount:
(a) of taxes and any other cost or expenditure incurred for preserving the status of
the Issuer as credit securitisation company pursuant to Law
130/99
(comprising, for sample purposes, eventual notary fees or fees due to the
auditors);
(b) of other costs incurred in relation to the securities (comprising, for example
purposes, the costs incurred for eventual communications to the
Noteholders);
(c)
of any other amount due for whatsoever reason to eventual third party
creditors of the Issuer
(other than the other Creditors of the Issuer) in
relation to the Securitisation;
within the limit that the funds credited to the Expense Account were insufficient
for the purpose of covering such costs during the immediately preceding Interest
Period;
(ii)
for crediting to the Expense Account the amount necessary for replenishing the
Fund for Expenses up to the amount of € 100.000;
(iii)
for the payment of all amounts for any reason due to the Common Representative
in relation to the Documents of the Transaction and the Securitisation;
(iv)
amount, of all sums due for any reason to the Agents, the Credit Manager, the
44
Corporate Servicer and the Rating Agency in conformity with the Documents of
the Transaction;
(v)
for the payment, to be made on an equal basis and proportionally to the relevant
amounts due for any reason to the Finance Hedging counterparty pursuant to the
Finance Hedging Contract, except for the amounts eventually due following the
resolution of the Finance Hedging Contract attributable to the Finance Hedging
counterparty;
(vi)
for the payment of all amounts due for interest on Class A notes;
(vii)
the payment of all amounts due for interest on Class B notes;
(viii) before the Payment Date falling on 31 December 2014, for depositing on the
Accumulation Account an amount up to the amount foreseen in the Expected Plan
of Amortisation;
(ix)
starting from the Payment Date falling on 31 December 2014:
(a)
for the repayment of the principal of Class A notes up to the extent of the
Planned Maximum Repayment; or
(b)
for the repayment of the principal of Class A notes without limits, in the
case of (a) optional early repayment of the Financing or (b) collection by
the Issuer of an indemnity pursuant to the Documents of the Transaction
(different from the Financing Contract);
(x)
after the full repayment of Class A notes:
(a)
for the repayment of principal of Class B notes up to the extent of the
Maximum Repayment Planned, at the condition that, up to the date falling
eighteen months after the Crystallisation Date of Class B, the amount from
time to time repaid does not exceed the Maximum Repayable amount, and
in sub-order
(b)
starting from the Payment Date falling on 31 July 2033, for the payment of
the Premium relating to Class B notes;
(xi)
for payment of the premium relating to Class Z notes;
(xii)
amount, of the amounts due for any reason to the Finance Hedging Counterparty
pursuant to the Finance Hedging Contract, if they are due following the resolution
45
of the Finance Hedging Contract attributable to the Financial Hedging
counterparty;
(xiii) at the Legal term, after the full repayment of Class A notes and Class B notes, for
repayment of the principal of Class Z notes.
Until the Issuer has not received the Communication of a Determinant Event, the Extraordinary
Available Funds, as calculated at each Determination Date, shall be used by the Issuer, or on
behalf of the latter, at the following Payment Date for the purose of making the payments due to
the Noteholders and the other Creditors of the Issuer on the basis of the following order of
priority:
(i)
amount:
(a) of what due to the Finance Hedging Counterparty, against the reduction of the
notional amount of the Finance Hedging Contract following a partial
compulsory early repayment of the Financing;
(b) for the payment or the reimbursement of any other cost incurred or to be
incurred by the Issuer against the partial compulsory early repayment of the
Financing;
(ii)
subsequently to the Initial period, for the repayment of the principal of Class A
notes;
(iii)
subsequently to the Initial Period and following the full repayment of Class A
notes, for the repayment of Class B notes, at the condition that, up to the date
falling eighteen months after the Crystallisation Date of Class B, the amount from
time to time repaid does not exceed the Maximum Repayable Amount; and
(iv)
for the payment of the Premium relating to Class Z notes;
It is understood that:
(a) with reference to item (iii) above, the amounts in excess of the Maximum Repayable
Amount will be repaid prior to the following Payment Date at the date falling
respectively eighteen months after the Crystallisation Date of Class B;
(b) at each Payment Date, the amounts payable by the Issuer in relation to items (ii) and
(iii) do not exceed the Target Amount calculated for such Payment Date;
(c) before the end of the Initial Period, the Extraordinary Available Funds as determined
above up to the limit of the Target Amount will be deposited on the Accumulation
46
Account and, at the first Payment Date following the end of the Initial Period, will be
used for repaying the principal of Class A notes, and then the principal of Class B
notes.
Starting from the Payment Date falling on 31 July 2033 (excluded), at the condition that:
(a)
Class A and Class B notes have been fully repaid; and
(b)
the Issuer has not received the Communication of a Determinant Event;
The available funds, as calculated at each Determination Date, shall be used by the Issuer, or on
behalf of the latter, at the following Payment Date for the purpose of making the payments due to
the Noteholders and the other Creditors of the Issuer according to the following order of priority:
(i) for the payment, to be made on an equal basis and proportionally to the relevant
amount:
(a) of taxes and any other cost or expenditure incurred for preserving the status of
the Issuer as credit securitisation company pursuant to Law
130/99
(comprising, for example purposes, eventual notary fees or fees due to the
auditors);
(b) of other costs incurred in relation to the securities (comprising, for example
purposes, the costs incurred for eventual communications to the
Noteholders);
(c)
of any other amount due for whatsoever reason to eventual third party
creditors of the Issuer
(other than the other Creditors of the Issuer) in
relation to the Securitisation;
within the limits that the funds for Expenses credited to the Expense Account are
insufficient for covering such costs during the immediately preceding Interest
Period;
(ii)
for crediting to the Expense Account the amount necessary for replenishing the
Fund for Expenses up to the amount of € 100.000;
(iii)
for the payment of all amounts for any reason due to the Common Representative
in relation to the Documents of the Transaction and the Securitisation;
(iv)
amount, of all sums due for any reason to the Agents, the Credit Manager and the
Corporate Servicer in conformity with the Documents of the Transaction;
(v)
for the payment of the Premium relating to Class Z notes;
47
(vi)
for the payment of all amounts due for interest on Class Z notes;
It is understood that any eventual residual amount will be paid to the holders of Class Z notes as
Premium.
F.5 Ancillary financial transactions
Interest rate swap
To hedge the interest rate risk caused by misalignment between the fix interest rate it will collect
pursuant to the Financing contract and the floating interest rate due to the holders of Class A
notes starting from 30 June 2012, Casaforte S.r.l. concluded with Banca Monte dei Paschi di
Siena S.p.A. a financial hedge contract.
F.6 Buyer’s operating powers
The operating powers of Casaforte s.r.l. (as buyer and issuer) are limited by its by-laws. In
particular, art 3 reads as follows:
“The sole purpose for which the Company was formed is to consummate one or more creditsecuritisation transactions pursuant to Law 130 dated April 30, 1999 through the purchase (by the
Company or by another company formed pursuant Law 130/99) of extant or future monetary
credits, identifiable as a block if multiple, with funds obtained through the issuance (by the
Company or by another company formed pursuant Law 130/99) of the types of securities listed
in art. 1.1(b) and art. 5 of Law 130/99. In conformity with the provisions of Law 130/99, the
credits involved in each securitisation transaction shall constitute an asset portfolio separate to all
intents and purposes from the Company’s assets and from those related to
any other
securitisation transaction consummated by the Company. Each separate asset portfolio shall be
used exclusively to satisfy the rights attached to the securities issued by the Company or another
company to finance the purchase of the credits included in the separate portfolio and to pay the
costs of the relevant securitisation transaction. No claims may be laid on each separate portfolio
by creditors other than the holders of the Securities issued for financing the above mentioned
credits.
Within the limits allowed by the provisions of Law 130/99, the Company may consummate
ancillary transactions intended to carry its securitisation transactions into effect or in any case
instrumental to the achievement of its corporate purpose, may reinvest in other financial assets
any of the funds generated
through management of the purchased credits that are not
immediately used to satisfy rights attached to the securities
48
The company may also realise transactions with a revolving structure, ie transactions which
provide for the utilisation of collections deriving from the management of the credits purchased
before or contemporaneously with the issue of securities for the purchase of additional credits.
Pursuant to article 3 of Law130/1999, also such additional credits shall constitute a separate
portfolio on which no claims may be laid by creditors other than the holders of the securities
issued within the same transaction. In the context of the securitisation transactions realised by it,
the company may engage third parties for the collection of the credits purchased and for cash and
payment services and may also transfer the credits purchased as well as any other activity
allowed by Law 130/1999”.
QUANTITATIVE INFORMATION
Unless stated differently, the values in this Section are stated in thousands of Euro.
F.7 Flow data related to the credits
The following table provides information on increases and decreases in the securitised assets
from the start of the transaction to 31 December 2010.
Description
Credits principal
Interest
accrued in
the year
Total
Increases
for interest
Decreases
for amounts
collected (*)
Balances 31
December
2010
1.669.640.000
0
(64.434.634)
1.605.205.366
0
2.771.603
(2.771.603)
0
1.669.640.000
2.771.603
(67.206.237)
1.605.205.366
Balances 22
December
2010
(*) The decreases for amounts collected refer to the amount that the Originator transferred to the company by
crediting the Collection Account at the beginning of January 2011, as prepayment of what due in relation to the
Credits at the payment date of 31 December 2010, for interest and amortisation of the principal, for a total amount
of Euro 67.206.237.
F.8 Evolution of past-due credits
At the balance sheet date there are no past-due credits.
F.9 Cash flows
The following table shows the year’s cash flows.
Description
Cash flows 2010
49
Opening cash (at 22 December 2010)
0
Additional Flow Amount Interest Rate Swap (no 11880425)
51.695.800
Short Coupon Interest Rate Swap (no 11880426)
35.044
Bank interest income, net of withholding taxes
29
Commissions for placement of Class A and Class B notes
(51.630.800)
Bank charges
(80)
Closing cash (*)
99.993
(*)The net amount of the closing cash is stated under “Due to finance companies” reclassified under item E 1 of the Enclosure, for Euro 52.
F.10 Status of guarantees and liquidity facilities
Reference is made to the contents of section F5.
F.11 Distribution by residual life
The following table shows the securitised assets existing at 31 December 2010, as classified by
their residual life.
Residual life
Up to 3 months
3 to 6 months
6 to 12 months
12 to 60 months
Over 60 months
Undetermined
Total
Gross balance at
31.12.2010
Percentage %
1.605.205.366
1.605.205.366
100%
100%
F.12 Distribution by geographic location
All the credits are denominated in euros and all the debtors are residents of Italy.
F.13 Risk concentration
The following table shows the degree to which the portfolio was fractioned at 31 December 2010.
2% of the total portfolio amounts to Euro 32.104.107.
Gross book
balance at
31.12.2010
Number of
positions
Range
0-25.000
25.000-75.000
75.000-250.000
Over 250.000
Total
1
1
1.605.205.366
1.605.205.366
50
Section 3 – Information on risks and hedging policies
The risks and the relevant hedging policies are exclusively tied to the securitisation activity
performed by the company. Hence no risk management has to be pointed out.
Section 4 – Information on net worth
4.1.1 Qualitative information
The Shareholders’ equity exclusively comprises the share capital.
In compliance with the by-laws and in conformity with the provisions of Law 130/99 and the
relevant implementation measures, the credits purchased by the Company in the context of each
securitization transaction shall constitute an asset portfolio separate to all intents and purposes
from the Company’s assets. Each separate asset portfolio shall be used solely to satisfy the rights
incorporated in the securities issued by the Company to finance the purchase of the credits
contained in the aforesaid portfolio, and to pay the costs of the relevant securitisation transaction.
Therefore no claims may be laid on each separate portfolio by creditors other than the holders of
the Securities issued.
The Company’s net worth requirements are conform with the provisions issued by the Bank of
Italy in relation to the company’s business scope and business activity.
4.1.2 Quantitative information
4.1.2.1 Company’s net worth: composition
Items/Values
1. Share capital
2. Share issue premiums
3. Reserves
- income reserves
a) legal
b) statutory
c) treasury shares
d) other
- other
4. (Treasury shares)
5. Valuation reserves
- Financial assets available for sale
- Tangible assets
- Intangible assets
- Foreign investment hedges
2010
2009
100.000
100.000
7.318
6.932
386
3.541
3.344
197
(5.521)
(5.521)
51
- Financial flow hedges
- Exchange differences
Non current assets and groups of assets being
disposed of
- Special revaluation laws
- actuarial gains/losses related to defined-benefit
pension plans
- Portion of valuation reserves related to
shareholdings valued by the equity method
6. Capital instruments
7. Profit (loss) of the year
101.797
Total
3.777
101.797
Section 5 – Analytic table of comprehensive income
Items
10.
Gross amount
Profit (loss) for the year
447
Income tax
(447)
Net
amount
0
Other income components
20.
Financial assets available for sale:
c) other changes
30.
Tangible fixed assets
40.
Intangible fixed assets
50.
Hedging of foreign investments:
c) other changes
60.
Hedging of financial flows:
52
c) other changes
70.
Currency exchange differences:
c) other changes
80.
Noncurrent assets being
divested:
c) other changes
90.
Actuarial gains (losses) on definedbenefit plans
100.
Portion of reserves from valuations of
equity investments:
c) other changes
110.
Total other income components
120.
Comprehensive income (item
10+110)
0
0
0
447
(447)
0
Section 6 – Transactions with related parties
6.1 – Information on the remuneration of managers holding strategic responsibilities
No managers other than the Sole Director were appointed.
No fees due to the Sole Director were resolved.
53
6.2 – Loans and guarantees given to directors and statutory auditors
No guarantees have been given as of 31 December 2010.
6.3 Information on transactions with related parties
There are no transactions with related parties.
Section 7 – Other information
7.1 Number of employees
The company had no employees during the year 2010. Its administrative activity was outsourced
to a third party.
7.2 Fees to the audit firm
The annual fees due to the audit firm Reconta Ernst & Young S.p.A. amount to Euro 36.000 (net
of VAT and expenditure refund), for the audit of the financial statements of the year, the control
of the regular keeping of the accounts and of the correct assessment of all transactions in the
bookkeeping records, and the attestation of tax returns.
****************
These financial statements provide a fair and truthful view of the Company’s financial position
and the economic result for the period.
The Sole Director
Marc Bruno Zanelli
54
Annex 4
THE TRANSLATION OF THE INDEPENDENT AUDITORS’ REPORT
IV
Annex 5
THE TRANSLATION OF THE INDEPENDENT AUDITORS’ REPORT
V

Euro 130,000,000 Series B Asset Backed Fixed Rate Notes with

Transcription

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