Bond 2017 Popolare Bari RMBS 0% ( IT0005276974 ) in EUR

2017 Popolare Bari RMBS

100 % ⇌

Italy

IT0005276974 ( in EUR )

01/04/2058

Prospectus brochure of the bond 2017 Popolare Bari RMBS IT0005276974 en EUR 0%, maturity 01/04/2058

The Bond issued by 2017 Popolare Bari RMBS ( Italy ) , in EUR, with the ISIN code IT0005276974, pays a coupon of 0% per year.
The coupons are paid 1 time per year and the Bond maturity is 01/04/2058

PROSPECTUS
2017 POPOLARE BARI RMBS S.R.L.
(incorporated with limited liability under the laws of the Republic of Italy)
597,210,000 Class A Residential Mortgage Backed Floating Rate Notes due April 2058
Issue Price: 100% per cent
58,264,000 Class B Residential Mortgage Backed Floating Rate Notes due April 2058
Issue Price: 100% per cent
This prospectus (the "Prospectus" or the "Offering Circular") contains information relating to the issue by 2017 Popolare Bari RMBS S.r.l., a
limited liability company organised under the laws of the Republic of Italy (the "Issuer") of the 597,210,000 Class A Residential Mortgage Backed
Floating Rate Notes due April 2058 (the "Class A Notes" or the "Senior Notes") and the 58,264,000 Class B Residential Mortgage Backed
Floating Rate Notes due April 2058 (the "Class B Notes" or the "Mezzanine Notes" and, together with the Senior Notes, the "Rated Notes"). In
connection with the issuance of the Rated Notes, the Issuer will issue two classes of junior notes as follows: 76,428,000 Class J1 Residential
Mortgage Backed Floating Rate and Additional Return Notes due April 2058 (the "Class J1 Notes") and the 16,088,000 Class J2 Residential
Mortgage Backed Floating Rate and Additional Return Notes due April 2058 (the "Class J2 Notes" and together with the Class J1 Notes, the
"Class J Notes" or the "Junior Notes and, together with the Senior Notes and the Mezzanine Notes, the "Notes"). The Class J Notes are not being
offered pursuant to this Prospectus. This Prospectus is issued pursuant to article 2, paragraph 3, of Italian Law number 130 of 30 April 1999
("Law 130" or also the "Securitisation Law") in connection with the issuance of the Notes. This Prospectus is a prospectus with regard to
Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 (as amended, the "Prospectus Directive") including
any implementing measure in Ireland.
This Prospectus has been approved by the Central Bank of Ireland (the "Central Bank"), as competent authority under 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 Senior Notes and the Mezzanine Notes to be admitted to the Official List and trading
on its regulated market. Such approval relates only to the Senior Notes and the Mezzanine 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. No application has been made to list the Class J Notes on any stock exchange.
The net proceeds of the offering of the Notes will be mainly applied by the Issuer to fund the purchase of two portfolios of monetary claims (the
"Portfolios" and the "Claims", respectively) arising under residential mortgage loans originated by Banca Popolare di Bari S.c.p.a. ("BPB")
and Cassa di Risparmio di Orvieto S.p.a. ("CRO" and together with BPB, the "Originators"), as well as by other entities before BPB acquiring
them. The Portfolios have been purchased by the Issuer under the terms of two transfer agreements between the Issuer and each Originator pursuant
to the Securitisation Law executed on 11 July 2017 (each a "Transfer Agreement" and collectively the "Transfer Agreements"). The principal
source of payment of interest and repayment of principal on the Notes will be collections and recoveries made from or in respect of the Portfolios.
By virtue of the operation of article 3 of the Securitisation Law and the Transaction Documents, the Issuer's right, title and interest in and to the
Portfolios and the other Segregated Assets (as defined below) will be segregated from all other assets of the Issuer (including any other portfolios
of receivables purchased by the Issuer pursuant to the Securitisation Law) and any cash- flow deriving therefrom (to the extent identifiable) will
be available, both prior to and following a winding up of the Issuer, to satisfy the obligations of the Issuer to the Noteholders and to the Other
Issuer Creditors or to any other creditors of the Issuer in respect of any costs, fees and expenses in relation to the Securitisation, in priority to the
Issuer's obligations to any other creditors.
If the Notes cannot be redeemed in full on the Final Maturity Date (as defined below) following the application of all funds available, as a result
of the Issuer having insufficient funds available to it in accordance with the Conditions for application in or towards such redemption, the Issuer
will have no other funds available to it to be paid to the Noteholders. If any amounts remain outstanding in respect of the Notes upon expiry of the
Final Maturity Date (as defined below), such amounts (and the obligations to make payments in their respect) will be deemed to be released by the
Noteholders and the Notes will be cancelled.
The Notes will be subject to mandatory redemption in whole or in part on each Payment Date. Unless previously redeemed in accordance with
their applicable terms and conditions (the "Conditions"), the Notes will be redeemed on the Payment Date falling in April 2058 (the "Final
Maturity Date"). The Notes of each Class will be redeemed in the manner specified in Condition 6 (Redemption, Purchase and Cancellation).
Before the Final Maturity Date, the Notes may be redeemed at the option of the Issuer at their Principal Amount Outstanding together with accrued
interest to the date fixed for redemption under Condition 6.2 (Redemption for Taxation) and Condition 6.4 (Optional Redemption).
Interest on the Notes will accrue from 31 July 2017 (the "Issue Date") and will be payable on 31 October 2017 (the "First Payment Date") and
thereafter quarterly in arrear on the last calendar day of January, April, July and October in each year (each a "Payment Date") or if any such
day is not a Business Day (as defined in the Condition), the following Business Day (as defined in the Condition). The Notes will bear interest from
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(and including) a Payment Date to (but excluding) the next following Payment Date (each an "Interest Period") provided that the first Interest
Period (the "Initial Interest Period") shall begin on (and include) the Issue Date and end on (but exclude) the First Payment Date. The Notes of
each Class shall bear interest at an annual rate equal to the Euro-Zone Inter-bank offered rate for three months deposits in Euro (the "Three
Month Euribor") plus a margin of: 0.50% per annum for the Class A Notes; 0.60% per annum for the Class B Notes; 0% per annum for the Class
J1 Notes; 0% per annum for the Class J2 Notes. In any case the Interest Rate (as defined below) (being the Three Month Euribor plus the relevant
margin) applicable to the Class B Notes shall not be higher than 4% per annum and the Interest Rate (being the Three Month Euribor plus the
relevant margin) applicable to the Notes shall not be negative. On each Payment Date a Class J1 Notes Additional Return and a Class J2 Notes
Additional Return (each as defined below) may or may not be payable, respectively on the Class J1 Notes and the Class J2 Notes, in addition to
interest.
All payments of principal and interest on the Notes will be made free and clear of any withholding or deduction for Italian withholding taxes,
subject to the requirements of Italian Legislative Decree number 239 of 1 April 1996, as amended and supplemented, unless the Issuer is required
by any applicable law to make such a withholding or deduction. If any withholding tax is applicable to the Notes, payments of interest on, and
principal of the Notes will be made subject to such withholding tax, without the Issuer or any other Person being obliged to pay any additional
amounts to any holder of Notes of any Class as a consequence. For further details see the section entitled "Taxation in the Republic of Italy".
The Notes will be held in dematerialized form on behalf of the Noteholders as of the Issue Date until redemption or cancellation thereof by Monte
Titoli S.p.A. ("Monte Titoli"), for the account of the relevant Monte Titoli Account Holders. The expression "Monte Titoli Account Holders"
means any authorised financial intermediary institution entitled to hold accounts on behalf of its customers with Monte Titoli and includes any
depository banks appointed by Clearstream Banking S.A. ("Clearstream") and Euroclear Bank S.A./N.V., as operator of the Euroclear System
("Euroclear"). Monte Titoli shall act as depository for Clearstream and Euroclear. The Notes will at all times be evidenced by book-entries in
accordance with the provisions of article 83-bis of Italian Legislative Decree number 58 of 24 February 1998 and with the Regulation jointly issued
by Commissione Nazionale per le Società e la Borsa ("CONSOB") and the Bank of Italy on 22 February 2008, as amended from time to time.
Calculations as to the expected average life of the Class A Notes and the Class B Notes can be made based on certain assumptions as set out in the
section "Weighted Average Life of the Rated Notes", including, but not limited to, the level of the prepayment of the Claims. However, there is no
certainty either that the assumptions made will materialise or that the Class A Notes or the Class B Notes will receive their full principal outstanding
and all the interest accrued thereon and ultimately the obligations of the Issuer to pay principal and interest on the Class A Notes and the Class B
Notes could be reduced as a result of losses incurred in respect of the Portfolios.
The Senior Notes are expected, on issue, to be rated "Aa2 (sf)" by Moody's (as defined below) and "AA (sf)" by DBRS (as defined below) and the
Mezzanine Notes are expected, on issue, to be rated "A2 (sf)" by Moody's and "A (high) (sf)" by DBRS. A credit rating is not a recommendation
to buy, sell or hold securities and may be subject to suspension, revision or withdrawal at any time by the assigning rating organisation. As of the
date hereof, Moody's and DBRS are established in the European Union and are registered under Regulation (EC) number 1060/2009, as amended
by Regulation (EC) number 513/2011 and Regulation (EC) number 462/2013 (the "CRA Regulation"), as it appears from the most updated list
published by the European Securities and Markets Authority on the webpage http://www.esma.europa.eu/page/List-registered-and-certified-CRAs.
The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") or the
securities laws of any other jurisdiction. Accordingly, the Notes are being offered and/or sold only outside the United States in accordance with
Regulation S under the Securities Act and may not be offered or sold within the United States, or to, or for the account or benefit of, U.S. persons
(as defined in Regulation S under the Securities Act), except pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act. See the section headed "Subscription, Sale and Selling Restrictions".
The Issuer will be relying on an exclusion or exemption from the definition of "investment company" under the Investment Company Act of 1940,
as amended (the "Investment Company Act") contained in Section 3(c)(5)(C) of the Investment Company Act, although there may be additional
exclusions or exemptions available to the Issuer. The Issuer is being structured so as not to constitute a "covered fund" for purposes of the Volcker
Rule under the Dodd-Frank Act (both as defined in this Prospectus).
The Originators will on the Issue Date subscribe all of the Notes.Under the Intercreditor Agreement, each of the Originators has undertaken that
it will retain at the origination and maintain on an ongoing basis a material net economic interest of at least 5% in the Transaction in accordance
with option (1)(d) of article 405 of Regulation (EU) number 575/2013, option (1)(d) of article 51 of the Commission Delegated Regulation (EU)
number 231/2013 of 19 December 2012 and option 2(d) of article 254 of Regulation (EU) number 35/2015. As at the Issue Date, such interest will
be comprised of an interest in the first loss tranche (being the Junior Notes).
The transaction is not intended to involve the retention by a sponsor for purposes of compliance with the final rules promulgated under Section
15G of the Securities Exchange Act of 1934, as amended (the "U.S. Risk Retention Rules"), but rather it is intended to rely on an exemption
provided for in Rule 20 of the U.S. Risk Retention Rules regarding non U.S. transactions. Except with the prior written consent of the Originators
and where such sale falls within the exemption provided by Rule 20 of the U.S. Risk Retention Rules, the Notes offered and sold by the Issuer may
not be purchased by, or for the account or benefit of, any Risk Retention U.S. Person. See the section entitled "Risk Factors - U.S. Risk Retention
Requirements".
PROHIBITION OF SALES TO EEA RETAIL INVESTORS  The Notes are not intended, from 1 January 2018, to be offered, sold or otherwise
made available to and, with effect from such date, should not be offered, sold or otherwise made available to any retail investor in the European
Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of
Article 4(1) of Directive 2014/65/EU ("MiFID II"); or (ii) a customer within the meaning of Directive 2002/92/EC ("IMD"), where that customer
would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Directive
2003/71/EC (as amended, the "Prospectus Directive"). Consequently no key information document required by Regulation (EU) No 1286/2014
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(the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared
and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPS
Regulation.
The content of any website or webpage mentioned in this Prospectus does not form part of this Prospectus.
For a discussion of certain risks and other factors that should be considered in connection with this Prospectus and an investment in the Notes,
see the section headed "Risk Factors".
Dated 27 July 2017
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None of the Issuer, the Representative of the Noteholders or any other party to any of the Transaction
Documents (as defined below) or any other person, other than the Originators, has undertaken or will
undertake any investigations, searches or other actions to verify details of the Claims sold by the
Originators to the Issuer, nor have the Issuer, the Representative of the Noteholders or any other party to
any of the Transaction Documents or any other person, other than the Originators, undertaken, nor will
they undertake, any investigations, searches or other actions to establish the existence of any of the
monetary claims in the Portfolios or the creditworthiness of any debtor in respect of the Claims.
The Issuer accepts responsibility for the information contained in this Prospectus. To the best of the
knowledge of the Issuer (which has taken all reasonable care to ensure that such is the case), such
information contained in this Prospectus is in accordance with the facts and does not omit anything likely
to affect the import of such information. The Issuer, having made all reasonable enquiries, confirms that
this Prospectus contains all information which is material in the context of the issuance of the Notes and
offering of the Senior Notes and Mezzanine Notes, that the information contained in this Prospectus is true
and accurate in all material respects and is not misleading, that the opinions and intentions expressed in
this Prospectus are honestly held and that there are no other facts the omission of which would make this
Prospectus or any of such information or the expression of any such opinions or intentions misleading.
The Originators have provided the information under the sections headed "The Portfolios", "The
Originators, the Master Servicer and the Servicers" and the "Collection Policy and Recovery Procedures"
and, together with the Issuer, any other information contained in this Prospectus relating to themselves and
the Portfolios and accept responsibility for the information contained in those sections. To the best of the
knowledge of the Originators (which have taken all reasonable care to ensure that such is the case), the
information and data in relation to which each of them is responsible as described above are true and
accurate in all material respects, are not misleading, are in accordance with the facts and does not omit
anything likely to affect the import of such information and data.
Securitisation Services S.p.A. has provided the information under the section headed "The Computation
Agent, the Representative of the Noteholders, the Corporate Services Provider and the Security Trustee"
and, together with the Issuer, accepts responsibility for the information contained in that section. To the
best of the knowledge of Securitisation Services S.p.A. (which has taken all reasonable care to ensure that
such is the case), such information is true and accurate in all material respects, is not misleading, is in
accordance with the facts and does not omit anything likely to affect the import of such information. Save
as for aforesaid, Securitisation Services S.p.A. has not, however, been involved in the preparation of, and
does not accept responsibility for, this Prospectus or any part hereof.
Zenith Service S.p.A. has provided the information under the section headed "The Back-Up Servicer" and,
together with the Issuer, accepts responsibility for the information contained in that section related to itself.
To the best of the knowledge of the Back-Up Servicer (which has taken all reasonable care to ensure that
such is the case), such information is in accordance with the facts and does not omit anything likely to affect
the import of such information. Save as for aforesaid, the Back-Up Servicer has not, however, been involved
in the preparation of, and does not accept responsibility for, this Prospectus or any part hereof.
BNP Paribas Securities Services has provided the information under the section headed "The Agent Bank,
the Transaction Bank, the Principal Paying Agent, the Cash Manager and the Listing Agent" and, together
with the Issuer, accepts responsibility for the information contained in that section. To the best of the
knowledge of BNP Paribas Securities Services (which has taken all reasonable care to ensure that such is
the case), such information is true and accurate in all material respects, is not misleading, is in accordance
with the facts and does not omit anything likely to affect the import of such information. Save as for
aforesaid, BNP Paribas Securities Services has not, however, been involved in the preparation of, and does
not accept responsibility for, this Prospectus or any part hereof.
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J.P. Morgan AG has provided the information under the section headed "The Swap Counterparty" and,
together with the Issuer, accepts responsibility for the information contained in that section related to itself.
To the best of the knowledge of the Swap Counterparty (which has taken all reasonable care to ensure that
such is the case), such information is in accordance with the facts and does not omit anything likely to affect
the import of such information. Save as for aforesaid, the Swap Counterparty has not, however, been
involved in the preparation of, and does not accept responsibility for, this Prospectus or any part hereof.
No Person has been authorised to give any information or to make any representation not contained in this
Prospectus and, if given or made, such information or representation must not be relied upon as having
been authorised by or on behalf of the Issuer, the Originators (in any capacity), the Underwriters or any
other party to the Transaction Documents or any other person. Neither the delivery of this Prospectus nor
the offering, sale or delivery of any Notes shall, under any circumstances, constitute a representation or
create any implication that there has been no change, or any event reasonably likely to involve any change,
in the condition (financial or otherwise) of the Issuer or the Originators or the information contained herein
since the date of this Prospectus or that the information contained herein is correct as at any time
subsequent to the date of this Prospectus.
The Notes will be direct, secured, limited recourse obligations solely of the Issuer. By operation of Italian
law, the Issuer's rights, title and interest in and to the Portfolios, to all amounts deriving therefrom and the
other Segregated Assets (as defined below) will be segregated from all other assets of the Issuer. The Notes
will not be obligations or responsibilities of, or guaranteed by the Originators (in any capacity), the
quotaholder of the Issuer and any Other Issuer Creditor (as defined below). Furthermore, no Person and
none of such parties (other than the Issuer) accepts any liability whatsoever in respect of any failure by the
Issuer to make payment of any amount due on the Notes.
Both before and after a winding-up of the Issuer, the Issuer's rights, title and interest in and to the
Portfolios, to all amounts deriving therefrom and to the other Segregated Assets will be available
exclusively for the purposes of satisfying the Issuer's obligations to the Noteholders, the Other Issuer
Creditors and any other third party creditors in respect of any taxes, costs, fees or expenses incurred by
the Issuer in relation to the securitisation of the Portfolios (the "Transaction") and to the corporate
existence and good standing of the Issuer. The "Other Issuer Creditors" are the Originators, the Servicers,
the Master Servicer, the Back-Up Servicer, the Representative of the Noteholders, the Security Trustee, the
Agent Bank, the Transaction Bank, the Principal Paying Agent, the Corporate Services Provider, the Cash
Manager, the Swap Counterparty, the EMIR Reporting Agent, the Computation Agent, the Underwriters
and the Stichting Corporate Services Provider. The Noteholders will agree that the Issuer Available Funds
(as defined below in the Conditions) will be applied by the Issuer in accordance with the orders of priority
of application of the Issuer Available Funds set forth in the Intercreditor Agreement and the Conditions
(the "Orders of Priority").
The Issuer's rights, title and interest in and to the Portfolios, to all amounts deriving therefrom and the
other Segregated Assets may not be seized or attached in any form by the creditors of the Issuer other than
the Noteholders, the Other Issuer Creditors in accordance with the Transaction Documents and any other
third party creditors in respect of any taxes, costs, fees or expenses incurred by the Issuer in relation to the
Transaction and to the corporate existence and good standing of the Issuer, until full redemption or
cancellation of the Notes and full discharge by the Issuer of its obligations vis-à-vis the Noteholders, the
Other Issuer Creditors and any such third party.
The distribution of this Prospectus and the offering of the Notes in certain jurisdictions may be restricted
by law. Persons into whose possession this Prospectus (or any part of it) comes are required by the Issuer
to inform themselves about, and to observe, any such restrictions. Neither this Prospectus nor any part of
it constitutes an offer, and may not be used for the purpose of an offer, to sell any of the Notes, or a
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solicitation of an offer to buy any of the Notes, by anyone in any jurisdiction or in any circumstances in
which such offer or solicitation is not authorised or is unlawful. This Prospectus can only be used for the
purposes for which it has been issued.
The Notes may not be offered or sold directly or indirectly, and neither this Prospectus nor any other
offering circular or any prospectus, form of application, advertisement, other offering material or other
information relating to the Issuer or the Notes may be issued, distributed or published in any country or
jurisdiction (including the Republic of Italy, the United Kingdom and the United States), except under
circumstances that will result in compliance with all applicable laws, orders, rules and regulations. No
action has or will be taken which would allow an offering (nor an "offerta al pubblico di prodotti
finanziari") of the Notes to the public in the Republic of Italy. Accordingly, the Notes may not be offered,
sold or delivered, and neither this Prospectus nor any other offering material relating to the Notes may be
distributed, or made available, to the public in the Republic of Italy. Individual sales of the Notes to any
persons in the Republic of Italy may only be made in accordance with Italian securities, tax and other
applicable laws and regulations. For a further description of certain restrictions on offers and sales of the
Notes and the distribution of this Prospectus see "Subscription, Sale and Selling Restrictions".
The Notes have not been and will not be registered under the United States Securities Act of 1933, as
amended (the "Securities Act") or the securities laws of any other jurisdiction. Accordingly, the Notes are
being offered and sold only outside the United States in accordance with Regulation S under the Securities
Act and may not be offered or sold or delivered directly or indirectly within the United States or to, or for
the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act), except pursuant
to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act
and applicable state securities laws. See the section entitled "Subscription, Sale and Selling Restrictions"
(below).
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH,
OR APPROVED BY, ANY UNITED STATES FEDERAL OR STATE SECURITIES COMMISSION OR
REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT
PASSED UPON OR ENDORSED THE MERITS OF THIS PROSPECTUS OR THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENCE.
Neither this document nor any other information supplied in connection with the issue of the Notes should
be considered as a recommendation or constituting an invitation or offer by the Issuer that any recipient of
this Prospectus, or of any other information supplied in connection with the issue of the Notes, should
purchase any of the Notes. Each investor contemplating purchasing any of the Notes must make its own
independent investigation and appraisal of the financial condition and affairs of the Issuer.
Certain monetary amounts included in this Prospectus may have been subject to rounding adjustments;
accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures
preceding them.
The language of this 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.
In this Prospectus references to "Euro", "EUR", "" and "cents" are to the single currency introduced
in the member states of the European Community which adopted the single currency in accordance with
the Treaty of Rome of 25 March 1957, as amended by, inter alia, the Single European Act 1986 and the
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Treaty of European Union of 7 February 1992 establishing the European Union and the European Council
of Madrid of 16 December 1995.
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RISK FACTORS ........................................................................................................................................ 9
TRANSACTION DIAGRAM ................................................................................................................. 58
TRANSACTION OVERVIEW .............................................................................................................. 59
REGULATORY CAPITAL REQUIREMENTS .................................................................................. 96
THE PORTFOLIOS ................................................................................................................................ 98
THE ORIGINATORS, THE MASTER SERVICER AND THE SERVICERS .............................. 111
COLLECTION POLICY AND RECOVERY PROCEDURES ........................................................ 117
THE ISSUER .......................................................................................................................................... 128
THE COMPUTATION AGENT, THE REPRESENTATIVE OF THE NOTEHOLDERS,
THE CORPORATE SERVICES PROVIDER AND THE SECURITY TRUSTEE ....................... 130
THE AGENT BANK, THE TRANSACTION BANK, THE PRINCIPAL PAYING
AGENT, THE CASH MANAGER AND THE LISTING AGENT ................................................... 131
THE BACK-UP SERVICER ................................................................................................................ 132
THE SWAP COUNTERPARTY .......................................................................................................... 133
USE OF PROCEEDS ............................................................................................................................ 134
DESCRIPTION OF THE TRANSACTION DOCUMENTS ............................................................ 135
WEIGHTED AVERAGE LIFE OF THE RATED NOTES AND RELEVANT
ASSUMPTIONS ..................................................................................................................................... 155
TERMS AND CONDITIONS OF THE NOTES ................................................................................ 157
EXHIBIT 1 RULES OF THE ORGANISATION OF THE NOTEHOLDERS ............................... 205
SELECTED ASPECTS OF ITALIAN LAW ...................................................................................... 226
TAXATION IN THE REPUBLIC OF ITALY ................................................................................... 236
SUBSCRIPTION, SALE AND SELLING RESTRICTIONS ............................................................ 243
GENERAL INFORMATION ............................................................................................................... 247
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RISK FACTORS
The following is a description of certain aspects of the issue of the Rated Notes of which prospective
Noteholders should be aware. It is not intended to be exhaustive and prospective Noteholders should make
their own independent valuation of all of the risk factors and should also read the detailed information set
forth elsewhere in this Prospectus and in the Transaction Documents. Additional risks and uncertainties
not presently known to the Issuer or that it currently believes to be immaterial could also have a material
impact on its business operations.
CONSIDERATIONS RELATING TO THE ISSUER
Securitisation Law
The Securitisation Law was enacted in the Republic of Italy in April 1999. As at the date of this Prospectus,
only limited interpretation of the application of the Securitisation Law has been issued by any Italian court
or governmental or regulatory authority, except for limited regulations issued by the Bank of Italy
concerning, inter alia, the accounting treatment of securitisation transactions by special purpose companies
incorporated under the Securitisation Law, such as the Issuer, and the duties of the companies which carry
out collection and recovery activities in the context of a securitisation transaction. Consequently, it is
possible that such or different authorities may issue further regulations relating to the Securitisation Law or
the interpretation thereof, the impact of which cannot be predicted by the Issuer, or any other party to the
Transaction Documents as at the date of this Prospectus.
On 24 December 2013, Italian Law Decree no. 145 of 23 December 2013 ("Interventi urgenti di avvio del
piano "Destinazione Italia", per il contenimento delle tariffe elettriche e del gas, per la riduzione dei premi
RC-auto, per l'internazionalizzazione, lo sviluppo e la digitalizzazione delle imprese, nonché misure per la
realizzazione di opere pubbliche ed EXPO 2015") (the "Decree 145"), converted with amendments into
Law No. 9 of 21 February 2014, came into force introducing certain amendments to the Securitisation Law.
In particular, Decree 145 has provided, inter alia, that:
(a)
the special purpose vehicles incorporated under the Securitisation Law may open segregated accounts
with the servicers for the deposit of the collections received from the debtors and the other amounts
paid to the special purpose vehicles under the securitisation transactions; the sums deposited into
such accounts will be segregated from the assets of the servicers with which the accounts are held,
as well as from those of any other person holding deposits with the servicers, and will be available
only to satisfy the obligations of the special purpose vehicles vis-à-vis the noteholders and the other
creditors in relation to the securitisation transactions. In the event that the servicers become subject
to any proceeding under Title IV of the Consolidated Banking Act or any insolvency proceeding or
restructuring agreement, the sums deposited into such accounts will remain outside the servicers'
estate and will not be subject to suspension of payments;
(b)
the servicers or the sub-servicers may open accounts with banks for the deposit of the collections
received from the debtors; any action from the creditors of the servicers on the sums deposited into
such accounts will be prohibited (save for the amounts in excess of those pertaining to the special
purpose vehicles). In the event that the servicers become subject to any insolvency proceeding or
restructuring agreement, the sums deposited on such accounts, for an amount equal to the amounts
pertaining to the special purpose vehicles, will remain outside the servicer's estate and will not be
subject to suspension of payments;
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(c)
from the date of publication of the notice of transfer of the receivables in the Official Gazette, the
debtors will not be entitled to set-off any claim arisen after such date with the amounts due to the
special purpose vehicle in relation to the receivables; and
(d)
payments made by debtors in relation to receivables in the framework of a securitisation under the
Securitisation Law will not be subject to declaration of ineffectiveness pursuant to Article 65 of the
Italian Bankruptcy Law.
Prospective Noteholders should be aware that, as at the date of this Prospectus, these provisions of Decree
145 have not been tested in any case law nor specified in any further regulation. The Issuer, therefore,
cannot predict their impact as at the date of this Prospectus.
In addition to that, Law Decree No. 91 of 24 June 2014 ("Disposizioni urgenti per il settore agricolo, la
tutela ambientale e l'efficientamento energetico dell'edilizia scolastica e universitaria, il rilancio e lo
sviluppo delle imprese, il contenimento dei costi gravanti sulle tariffe elettriche, nonché per la definizione
immediata di adempimenti derivanti dalla normativa europea") converted with amendments into Law No.
116 of 11 August 2014 (the "Law 116/2014") introduced certain amendments to the Securitisation Law for
the purpose of improving the Securitisation Law by granting additional legal benefits to the entities involved
in securitisation transactions in Italy and by better clarifying certain provisions of the Securitisation Law.
For further details with respect to such amendements, please see the paragraphs headed "Rights of set-off
and other rights of Borrowers", "Risk of Losses Associated with Borrowers" below and the section headed
"Selected aspects of Italian Law The Securitisation Law".
Issuer's ability to meet its obligations under the Notes
The Notes constitute direct, secured limited recourse obligations solely of the Issuer. In particular, the Notes
will not be obligations or responsibilities of or guaranteed by any of the the Representative of the
Noteholders, the Quotaholder, the Cash Manager, the Computation Agent, the Principal Paying Agent, the
Listing Agent, the Transaction Bank, the Back-Up Servicer, the Swap Counterparty, the EMIR Reporting
Agent, the Corporate Services Provider, the Servicers, the Master Servicer, the Originators, the Stichting
Corporate Services Provider and the Security Trustee None of the aforementioned parties, other than the
Issuer, accepts any liability whatsoever in respect of any failure by the Issuer to make any payment of any
amount due on the Notes.
The Issuer does not, as of the Issue Date, have any significant assets other than the Portfolios and the other
Issuer's Rights. In addition for so long as any amounts remain outstanding in respect of the Notes, the Issuer
has undertaken to carry out further securitisation transactions only in accordance with Condition 3
(Covenants). The assets relating to each further securitisation transaction carried out by the Issuer in
accordance with Condition 3 (Covenants) will, by operation of law and of the Transaction Documents, be
segregated for all purposes from the Portfolios and the Issuer's rights under the Transaction Documents
(see also the risk factor entitled "Further Securitisations" above).
There is no assurance that, over the life of the Notes or at the redemption date of the Notes (whether on the
Final Maturity Date, upon redemption by acceleration of maturity following the service of a Trigger Notice,
or otherwise), there will be sufficient funds to enable the Issuer to pay interest on the Notes, or to repay the
Notes in full.
If there are not sufficient funds available to the Issuer to pay in full all principal and interest and any other
amounts due in respect of the Notes, then the Noteholders will have no further claims against the Issuer in
respect of any such unpaid amounts. After the Notes have become due and payable following the delivery
of a Trigger Notice, the only remedy available to the Noteholders and the Other Issuer Creditors is the
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