Obligation Isar Capital 10% ( DE000A1APTA4 ) en EUR

Isar Capital

99.51 % ⇌

Allemagne

DE000A1APTA4 ( en EUR )

10% par an ( paiement annuel )

Obligation remboursée le 20/05/2015 - Obligation échue ( La date du prochain call est le 30/06/2015 )

Prospectus brochure de l'obligation Isar Capital DE000A1APTA4 en EUR 10%, échue

1 000 EUR

100 000 000 EUR

Ba1 ( Spéculatif )

Obligation remboursée le 30/06/2015

L'Obligation émise par Isar Capital ( Allemagne ) , en EUR, avec le code ISIN DE000A1APTA4, paye un coupon de 10% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le Obligation remboursée le 20/05/2015

L'Obligation émise par Isar Capital ( Allemagne ) , en EUR, avec le code ISIN DE000A1APTA4, a été notée Ba1 ( Spéculatif ) par l'agence de notation Moody's.

Prospectus
9 November 2009
Fixed Rate Capital Securities
issued by
Isar Capital Funding I Limited Partnership
(a limited partnership established under the laws of Jersey on 4 September 2008)
for purposes of acquiring a silent capital interest in the commercial enterprise (Handelsgewerbe) of
Münchener Hypothekenbank eG
(a registered cooperative (eingetragene Genossenschaft) established under the laws of Germany)
Issue Price 100 per cent.
http://www.oblible.com
This Prospectus relates to the issue of Fixed Rate Capital Securities in the denomination of EUR 1,000 each (the "Capital Securities"), to be issued by Isar
Capital Funding I Limited Partnership (the "Issuer"), a limited partnership established under the laws of Jersey on 4 September 2008. The issue price of the
Capital Securities is 100 per cent. of their nominal amount.
The Capital Securities will bear interest on their nominal amount from (and including) the issue date of the Capital Securities (expected to be on or around
26 November 2009, hereinafter the "Issue Date") at a fixed rate of interest per annum (expected to be determined by the Issuer on or around 19 November
2009) payable annually in arrear on 30 June of each year. The first payment of interest to be made on 30 June 2010 will be in respect of the period from (and
including) the Issue Date to (but excluding) 30 June 2010. Payments of interest (each a "Coupon Payment") are contingent on the Issuer's actual receipt of
funds pursuant to the Participation Agreement and the Loan Agreement (each as defined herein) as described in the section entitled "Terms and Conditions of
the Capital Securities". The Capital Securities do not have a maturity date. The Capital Securities are redeemable in whole, but not in part, at the option of the
Issuer on 30 June 2015 or on 30 June of any year thereafter as described in the section entitled "Terms and Conditions of the Capital Securities".
With the proceeds of the issue, the Issuer will acquire a silent capital interest (the "Participation") in the commercial enterprise (Handelsgewerbe) of
Münchener Hypothekenbank eG, Munich ("MünchenerHyp" or the "Bank") in the form of a silent partnership (Stille Gesellschaft) under German law pursuant
to an agreement providing for a cash contribution by the Issuer to MünchenerHyp in an amount in EUR equal to the aggregate nominal amount of the Capital
Securities (the "Silent Contribution") and to be dated on or about 24 November 2009 (the "Participation Agreement"). The Issuer expects to fund Coupon
Payments on the Capital Securities with distributions received under the Participation Agreement and funds received from MünchenerHyp under the Loan
Agreement (as defined below).
The final aggregate nominal amount, the number of Capital Securities and the rate of interest of the Capital Securities as well as the nominal contribution
amount of the Silent Contribution and the rate of interest at which distributions thereon may accrue are expected to be determined on or around 19 November
2009 on the basis of a bookbuilding procedure carried out during the bookbuilding period beginning on or around 9 November 2009 and ending on or around
18 November 2009. The Issuer reserves the right to extend or shorten the offer period in accordance with applicable law. The Issuer also retains the right not
to proceed with the issue of the Capital Securities. The results of the bookbuilding procedure will be published by the Issuer in accordance with Article 8(1) in
connection with Article 14(2) of the Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 (the "Prospectus Directive")
and Article 16 of the Luxembourg Law of 10 July 2005 on prospectuses for securities (Loi du 10 juillet 2005 relative aux prospectus pour valeurs mobilières)
(the "Prospectus Law") on or around 20 November 2009 on the website of the Luxembourg Stock Exchange (www.bourse.lu).
Investing in the Capital Securities involves certain risks. Please review the section entitled "Risk Factors" beginning on page54 of this Prospectus.
The Issuer expects that, upon issuance, the Capital Securities will be assigned a rating of A2 by Moody's Investors Service, Inc. ("Moody's"). However,
Moody's has released a request for Comment entitled "Moody's Proposed Changes to Bank Subordinated Capital Ratings" in June 2009 requesting market
feedback on potential changes to its bank rating methodology. Should Moody's implement this revised methodology as proposed, the ratings on hybrid
securities such as the Capital Securities could potentially be negatively affected by multi-notch downgrades to low investment grade. A rating is not a
recommendation to buy, sell, or hold securities, and may be subject to revision, suspension or withdrawal at any time by the relevant rating agency.
This prospectus (the "Prospectus") has been approved by the Commission de Surveillance du Secteur Financier of the Grand Duchy of Luxembourg (the
"CSSF") in its capacity as competent authority under the Prospectus Law. The Issuer has requested the CSSF to provide the competent authorities in the
Federal Republic of Germany, the United Kingdom of Great Britain and Northern Ireland, the Republic of Ireland, The Netherlands, the Kingdom of Spain,
Republic of Portugal and the Republic of Austria with a certificate of approval attesting that the Prospectus has been drawn up in accordance with the
Prospectus Law, which implements the Prospectus Directive into Luxembourg law (the "Notification"). The Issuer may request the CSSF to provide competent
authorities in additional host Member States within the European Economic Area (each a "Member State") with a Notification.
Application has been made to the Luxembourg Stock Exchange (Bourse de Luxembourg) for the Capital Securities to be admitted to trading on the Regulated
Market of the Luxembourg Stock Exchange (Bourse de Luxembourg) which is a regulated market for the purposes of Directive 2004/39/EC of the European
Parliament and of the Council of 21 April 2004 on markets in financial instruments (the "MIFID Directive") amending Council Directives 85/611/ECC and
93/6/EEC and Directive 2000/12 EC of the European Parliament and of the Council and repealing Council Directive 93/22/EEC, and to be listed on the Official
List of the Luxembourg Stock Exchange (Bourse de Luxembourg) ". It is further intended that application will be made to the Munich Stock Exchange for the
Capital Securities to be listed on the Munich Stock Exchange and to be traded on the Regulated Market of the Munich Stock Exchange.
THESE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT") AND ARE BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES OF AMERICA TO NON-U.S. PERSONS IN
OFFSHORE TRANSACTIONS IN RELIANCE ON REGULATION S UNDER THE SECURITIES ACT.
Joint Lead Managers and Joint Bookrunners
BNP PARIBAS
DZ BANK AG
This Prospectus will be published in electronic form on the website of the Luxembourg Stock Exchange (www.bourse.lu).
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RESPONSIBILITY FOR THE PROSPECTUS
The Bank accepts responsibility for the information contained in this Prospectus (the "Prospectus") and hereby declares that,
having taken all reasonable care to ensure that such is the case, the information contained in this Prospectus is, to the best of its
knowledge, in accordance with the facts and does not omit anything likely to affect its import. The Issuer accepts responsibility for
the information in this Prospectus about itself and the description of the Transaction (as defined in the section "Summary") and, to
the best of its knowledge, the information is in accordance with the facts and does not omit anything likely to affect the import of such
information. The Issuer does not accept responsibility for any other information contained in this Prospectus. Neither BNP Paribas
nor DZ BANK AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main (jointly the "Managers") nor BNP Paribas Trust
Corporation UK Limited (the "Security Trustee") have independently verified the information herein. Accordingly, no representation,
warranty or undertaking (express or implied) is made and no responsibility is accepted by the Managers and the Security Trustee as
to the accuracy or completeness of the information contained or incorporated by reference in the Prospectus. None of the Managers
nor the Security Trustee accepts any liability in relation to the information contained or incorporated by reference in this Prospectus.
NOTICE
This Prospectus should be read and understood in conjunction with any supplement hereto and with any documents incorporated
herein by reference.
No person is authorised to provide any information or to make any representation not contained in this Prospectus, and any
information or representation not contained in this Prospectus must not be relied upon as having been authorised by the Bank, the
Issuer or by the Managers. The delivery of this Prospectus at any time does not imply that the information contained herein is correct
as of any time subsequent to its date.
This Prospectus comprises a prospectus for the purposes of (i) Article 5.3 of the Prospectus Directive and (ii) the relevant
implementing measures in the Grand Duchy of Luxembourg and, in each case, for the purpose of giving information with regard to
the Bank and the Issuer.
This Prospectus has been prepared on the basis that any offer of the Securities in any Member State of the European Economic
Area which has implemented the Prospectus Directive (each, a "Relevant Member State") other than offers (the "Permitted Public
Offers") which are made prior to the Issue Date and which are contemplated in this Prospectus in Luxembourg, Germany, the
United Kingdom, Ireland, The Netherlands, Portugal, Spain, and Austria once this Prospectus has been approved by the CSSF and
published and notified to the relevant competent authorities in accordance with the Prospectus Directive as implemented in
Luxembourg, Germany, the United Kingdom, Ireland, The Netherlands, Portugal, Spain, and Austria, will be made pursuant to an
exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a
prospectus for offers of the Securities. Accordingly, any person making or intending to make an offer in that Relevant Member State
of the Securities which are the subject of the offering contemplated in this Prospectus, other than the Permitted Public Offers, may
only do so in circumstances in which no obligation arises for the Issuer or any of the Managers to publish a prospectus pursuant to
Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in
relation to such offer. Neither the Issuer nor the Bank or the Managers have authorised, nor do they authorise, the making of any
offer (other than Permitted Public Offers) of the Securities in circumstances in which an obligation arises for the Issuer or the
Managers to publish or supplement a prospectus for such offer.
This Prospectus does not constitute an offer of, or an invitation or solicitation by or on behalf of the Bank, the Issuer or the Managers
or any affiliate of any of them to subscribe for or purchase, any Capital Securities in any jurisdiction by any person to whom it is
unlawful to make such an offer, invitation or solicitation in such jurisdiction. Applicable law in certain jurisdictions may restrict the
distribution of this Prospectus and the offering or sale of the Capital Securities. The Bank, the Issuer and the Managers require all
recipients of this Prospectus to inform themselves about and to observe any such restrictions. For a description of certain restrictions
on offers and sales of Capital Securities and distribution of this Prospectus, see "Selling Restrictions" below.
Neither the U.S. Securities and Exchange Commission nor any other regulatory body in the United States has approved or
disapproved of these securities or determined whether this Prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
This communication is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii)
investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (the "Order") or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, fal ing within
Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "Relevant Persons"). The Capital Securities are
only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such Capital Securities will be
engaged in only with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this document or any of
its contents.
References to "EUR", "Euro" and "" are to the euro, the currency introduced at the start of the third stage of the European
Economic and Monetary Union pursuant to the treaty establishing the European Community, as amended by the treaty on European
DAC5942663/49
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Union. The terms "United States" and "U.S." mean the United States of America, its states, its territories, its possessions and all
areas subject to its jurisdiction.
In this Prospectus, all references to "billions" are references to one thousand million. Due to rounding, the numbers presented
throughout this Prospectus may not add up precisely, and percentages may not precisely reflect absolute figures.
The Jersey Financial Services Commission (the "Commission") has given and has not withdrawn its consent under Article 10 of the
Control of Borrowing (Jersey) Order 1958 to the creation by the Issuer of the limited partnership interests in the Issuer. The
Commission is protected by the Control of Borrowing (Jersey) Law 1947, as amended, against liability arising from the discharge of
its functions under that Law.
Nothing in this Prospectus or anything communicated to Security Holders (or any potential holders of or investors in the Capital
Securities) is intended to constitute, or should be construed as, advice on the merits of the purchase of, or subscription for, the
Capital Securities or the exercise of any rights attached thereto for the purposes of the Financial Services (Jersey) Law 1998, as
amended.
It should be noted that the Capital Securities do not represent partnership interests in the Issuer.
DAC5942663/49
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STABILISATION
IN CONNECTION WITH THE ISSUE OF THE CAPITAL SECURITIES, BNP PARIBAS, AS THE STABILISING MANAGER (OR
ANY PERSON ACTING ON ITS BEHALF) MAY OVER-ALLOT THE CAPITAL SECURITIES OR EFFECT TRANSACTIONS WITH A
VIEW TO SUPPORTING THE MARKET PRICE OF THE CAPITAL SECURITIES AT A LEVEL HIGHER THAN THAT WHICH
MIGHT OTHERWISE PREVAIL. HOWEVER, THERE IS NO ASSURANCE THAT THE STABILISING MANAGER (OR PERSONS
ACTING ON ITS BEHALF) WILL UNDERTAKE STABILISATION ACTION. ANY STABILISATION ACTION MAY BEGIN ON OR
AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE OFFER OF THE CAPITAL
SECURITIES IS MADE AND, IF BEGUN, MAY BE ENDED AT ANY TIME, BUT IT MUST END NO LATER THAN THE EARLIER
OF 30 CALENDAR DAYS AFTER THE ISSUE DATE OF THE CAPITAL SECURITIES AND 60 CALENDAR DAYS AFTER THE
DATE OF THE ALLOTMENT OF THE CAPITAL SECURITIES. ANY STABILISATION ACTION OR OVER-ALLOTMENT MUST BE
CONDUCTED BY THE STABILISING MANAGER (OR ANY PERSON ACTING ON ITS BEHALF) IN ACCORDANCE WITH ALL
APPLICABLE LAWS AND RULES.
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TABLE OF CONTENTS
RESPONSIBILITY FOR THE PROSPECTUS .............................................................................................................. 2
STABILISATION .......................................................................................................................................................... 4
SUMMARY .................................................................................................................................................................. 6
GERMAN TRANSLATION OF THE SUMMARY ......................................................................................................... 30
RISK FACTORS ........................................................................................................................................................ 54
FORWARD-LOOKING STATEMENTS....................................................................................................................... 60
PRESENTATION OF FINANCIAL INFORMATION..................................................................................................... 61
USE OF PROCEEDS................................................................................................................................................. 62
REGULATORY CAPITAL........................................................................................................................................... 63
NET INCOME AND PROFIT DISTRIBUTIONS OF MÜNCHENERHYP ...................................................................... 64
TERMS AND CONDITIONS OF THE CAPITAL SECURITIES.................................................................................... 65
DESCRIPTION OF THE PARTICIPATION AGREEMENT .......................................................................................... 81
DESCRIPTION OF THE LOAN AGREEMENT ........................................................................................................... 91
DESCRIPTION OF THE CONTRIBUTION AGREEMENT .........................................................................................102
DESCRIPTION OF THE FIDUCIARY ASSIGNMENT AGREEMENT .........................................................................103
GENERAL INFORMATION ON THE ISSUER ...........................................................................................................104
DESCRIPTION OF MÜNCHENER HYPOTHEKENBANK eG ....................................................................................107
REGULATION ..........................................................................................................................................................118
TAXATION................................................................................................................................................................128
SUBSCRIPTION AND SALE.....................................................................................................................................142
GENERAL INFORMATION .......................................................................................................................................145
DOCUMENTS INCORPORATED BY REFERENCE..................................................................................................147
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SUMMARY
The following constitutes the summary (the "Summary") of the essential characteristics and risks associated with the Issuer, the
Bank and the Capital Securities to be issued. This Summary should be read as an introduction to this Prospectus. Any decision by
an investor to invest in the Capital Securities should be based on consideration of this Prospectus as a whole (including the
documents incorporated herein by reference as wel as any supplement to this Prospectus). Where a claim relating to the
information contained in this Prospectus (including the documents incorporated herein by reference as well as any supplement to
this Prospectus) is brought before a court, the plaintiff investor might, under the national legislation of such court, have to bear the
costs of translating the Prospectus (including the documents incorporated herein by reference as well as any supplement to this
Prospectus) before the legal proceedings are initiated. Civil liability attaches to the Issuer and the Bank, who have tabled this
Summary (including any translation thereof) and applied for its notification, but only if this Summary is misleading, inaccurate or
inconsistent when read together with the other parts of this Prospectus. The following Summary does not purport to be complete and
is taken from, and is qualified in its entirety by, the remainder of this Prospectus.
Introductory Summary of the Transaction
The following paragraphs contain a brief overview of the most significant features of the transaction consisting of the issuance of the
Capital Securities by the Issuer and payment of the proceeds therefrom to MünchenerHyp under the Participation Agreement (the
"Transaction").
The Issuer proposes to issue EUR denominated Capital Securities for the purpose of acquiring a silent capital interest (the
"Participation") in the commercial enterprise (Handelsgewerbe) of Münchener Hypothekenbank eG, Munich ("MünchenerHyp" or
the "Bank"). The final aggregate nominal amount, the number of Capital Securities and the fixed rate of interest of the Capital
Securities as well as the Nominal Contribution Amount of the Silent Contribution (in each case as defined below) and the rate of
interest at which distributions thereon may accrue are expected to be determined on or around 19 November 2009 on the basis of a
bookbuilding procedure carried out during the bookbuilding period beginning on or around 9 November 2009 and ending on or
around 18 November 2009. The Issuer reserves the right to extend or shorten the offer period in accordance with applicable law.
The Issuer also retains the right not to proceed with the issue of the Capital Securities. The results of the bookbuilding procedure will
be published by the Issuer in accordance with Article 8(1) in connection with Article 14(2) of the Directive 2003/71/EC of the
European Parliament and of the Council of 4 November 2003 ("Prospectus Directive") and Article 16 of the Luxembourg Law of
10 July 2005 on prospectuses for securities (Loi du 10 juillet 2005 relative aux prospectus pour valeurs mobilières) on or around
20 November 2009 on the website of the Luxembourg Stock Exchange (www.bourse.lu).
The issue price of the Capital Securities in the denomination of EUR 1,000 each (the "Capital Securities"), to be issued by Isar
Capital Funding I Limited Partnership (the "Issuer"), a limited partnership established under the laws of Jersey on 4 September
2008, will be 100 per cent. of their nominal amount.
The Capital Securities will bear interest from (and including) the issue date of the Capital Securities (expected to be on or around
26 November 2009, hereinafter the "Issue Date") at a fixed rate of interest to be determined by the Issuer on or around
19 November 2009, payable annually in arrear on 30 June of each year. The first payment of interest to be made on 30 June 2010
will be in respect of the period from (and including) the Issue Date to (but excluding) 30 June 2010. Payments of interest (each a
"Coupon Payment") may be delayed and are contingent on the Issuer's actual receipt of funds pursuant to the Participation
Agreement and the Loan Agreement (each as defined below) as described in the section entitled "Terms and Conditions of the
Capital Securities". The Capital Securities do not have a maturity date. The Capital Securities are redeemable in whole, but not in
part, at the option of the Issuer on 30 June 2015 or on 30 June of any year thereafter as described in the section entitled "Terms and
Conditions of the Capital Securities".
With the proceeds of the issue of the Capital Securities, the Issuer will acquire the Participation in the commercial enterprise
(Handelsgewerbe) of MünchenerHyp in the form of a silent partnership (Stille Gesellschaft) under German law pursuant to an
agreement providing for a cash contribution by the Issuer to MünchenerHyp (the "Silent Contribution") in an amount in EUR
determined by the Bank and the Issuer on or around 19 November 2009 (the "Nominal Contribution Amount") and to be dated on
or about 24 November 2009 (the "Participation Agreement"). The Issuer expects to fund Coupon Payments on the Capital
Securities with distributions received under the Participation Agreement and funds received from MünchenerHyp under the Loan
Agreement (as defined below).
In return, the Issuer, as silent partner, will subject to the following provisions earn annual profit participations ("Profit
Participations") calculated on the basis of the Nominal Contribution Amount of its Silent Contribution for each fiscal year of
MünchenerHyp and payable annually in arrear ("Profit Participation Payments").
Profit Participations will not accrue if (but only to the extent that) such accrual would create or increase a balance sheet deficit
(Bilanzverlust) of the Bank as calculated under the Participation Agreement in accordance with the accounting principles generally
accepted in Germany ("German GAAP") ("Balance Sheet Deficit"). There is a Balance Sheet Deficit if MünchenerHyp's annual
unconsolidated balance sheet records no balance sheet profit (Bilanzgewinn) as calculated under the Participation Agreement in
accordance with German GAAP.
Such balance sheet profit includes the net income or loss for the year (Jahresüberschluss/Jahresfehlbetrag), plus any profit carried
forward from the previous year, less any loss carried forward from the previous year, plus transfers from capital reserves and
revenue reserves (Kapital- und Ergebnisrücklagen), less allocations to revenue reserves (Ergebnisrücklagen) and any write-up of
profit participation rights in the form of profit participation certificates (Genussscheine), all in compliance with, and determined in
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accordance with the accounting principles generally accepted in the Federal Republic of Germany (including the German
Commercial Code (Handelsgesetzbuch)) and other applicable German law then in effect. Neither MünchenerHyp nor any of its
members is obligated to release any reserves to ensure a balance sheet profit.
If the profits of MünchenerHyp do not suffice for the accrual of full Profit Participations, Profit Participations may accrue in part or no
Profit Participations may accrue at all. In addition, the Issuer as silent partner shares in a Balance Sheet Deficit in the proportion
which the book value of its Silent Contribution bears in relation to the aggregate book value of all loss-sharing components of
MünchenerHyp's regulatory liable capital (Haftungskapital). In such case, the book value of the Silent Contribution will be reduced in
the amount of its pro-rata share in the relevant Balance Sheet Deficit ("Reduction"). After a Reduction, future balance sheet profits
will be used to replenish the book value of the Silent Contribution to the Nominal Contribution Amount. Future Profit Participations
may only be paid after a full replenishment of the Silent Contribution's book value to the Nominal Contribution Amount.
The Bank may only exercise its right to ordinary termination of the Participation Agreement if the book value of the Silent
Contribution is not less then the Nominal Contribution Amount at the time the termination notice is given. However, the book value of
the Silent Contribution may incur a Reduction if MünchenerHyp's annual unconsolidated balance sheet for the fiscal year in which
such termination notice is given records a Balance Sheet Deficit and thus, the book value of the Silent Contribution may be below
the Nominal Contribution Amount at the time the Silent Contribution becomes due for repayment. In such event, the amount which is
repaid under the Participation Agreement (the "Repayment Amount") is reduced accordingly. Profit Participation Payments are
non-cumulative. Consequently, Profit Participation Payments in subsequent years will not increase to compensate for any
shortfall in Profit Participation Payments during a previous year.
Profit Participation Payments and replenishments of the Silent Contribution after a Reduction are subject to German withholding tax
(Kapitalertragsteuer) ("German Withholding Tax") plus solidarity surcharge (Solidaritätszuschlag) to be withheld and transferred by
MünchenerHyp to the German tax authorities. To the extent such Profit Participation Payments and to the extent such
replenishments are attributable to the limited partner of the Issuer (the "Issuer Limited Partner") as taxable profit under German tax
laws, such withholdings will be counted as a prepayment towards the German income tax owed by the Issuer Limited Partner. The
Issuer Limited Partner expects that it will be entitled to claim refunds from the German tax authorities (the "Tax Refund Claims") in
amounts by which the prepayments in the form of withholdings made by MünchenerHyp exceed its actual German income tax
liability. The Issuer Limited Partner will undertake in a separate contribution agreement with the general partner of the Issuer (the
"Issuer General Partner") to be dated on or about 24 November 2009 (the "Contribution Agreement") to contribute to the Issuer
amounts that it receives from the German tax authorities on account of its Tax Refund Claims as and when it receives such amounts
(each such payment a "Contribution Payment"). As Tax Refund Claims only become due after the tax assessment for each tax
year, the Issuer, on or about 24 November 2009, will enter into a loan agreement (the "Loan Agreement") with MünchenerHyp (the
"Lender") to obtain bridge funding. Under the Loan Agreement, the Lender is obliged to make loan advances (each a "Loan
Advance") to the Issuer. The Loan Advances will be made (i) in the amount of the withholdings made by MünchenerHyp in
connection with Profit Participation Payments on account of German Withholding Tax in order to fund in part the Issuer's obligation
to pay interest on the Capital Securities and (ii) in the amount of the withholdings made by MünchenerHyp on account of German
Withholding Tax in connection with a replenishment of the Silent Contribution after a Reduction in order to fund the Issuer's
obligation to pay such amount to MünchenerHyp to further replenish the Silent Contribution. The Issuer expects to repay the Loan
Advances with the monies it receives upon payment of the Tax Refund Claims.
Payment of principal and interest under the Capital Securities is conditional upon receipt by the Issuer of (i) Profit Participations and
the Repayment Amount from MünchenerHyp under the Participation Agreement and (ii) Loan Advances from the Lender under the
Loan Agreement. Hence, payments under the Capital Securities are linked to Profit Participation Payments and payment of the
Repayment Amount which, in turn, are dependent on MünchenerHyp's profitability. Therefore, the Issuer's obligation to make
Coupon Payments as well as repayments of the Capital Securities and payments of interest accrued on the Capital Securites (the
latter two jointly "Capital Payments") under the Capital Securities is dependent on the financial condition and results of operations
of MünchenerHyp.
If MünchenerHyp incurs a Balance Sheet Deficit (Bilanzverlust) in any fiscal year, holders of the Capital Securities (the
"Security Holders") will receive no Coupon Payments under the Capital Securities until the Silent Contribution has been
fully replenished using subsequent balance sheet profits and may not receive Capital Payments under the Capital
Securities.
Claims under the Participation Agreement are subordinated in the Bank's insolvency or liquidation. Accordingly, the Issuer's rights,
as silent partner, under the Participation Agreement will rank junior to all unsubordinated and subordinated creditors of
MünchenerHyp in the event of the insolvency or liquidation of MünchenerHyp.
The Capital Securities have an indefinite term and will only be redeemed if the Participation Agreement is terminated and the Silent
Contribution is repaid to the Issuer or if the Issuer chooses to exercise its right of early termination. The Participation Agreement
runs for an indefinite period. Under its terms, the Participation Agreement may only be terminated by MünchenerHyp and may not be
terminated by the Issuer. Subject to certain exceptions described in this Prospectus, an ordinary termination of the Participation
Agreement by MünchenerHyp will only become effective on or after 31 December 2014. In addition, the Participation Agreement
stipulates that no termination shall become effective without prior regulatory approval.
Therefore, Security Holders should be aware that they may be required to bear the financial risks of an investment in the
Capital Securities for an indefinite period of time.
Pursuant to the fiduciary assignment agreement to be dated on or about 24 November 2009 ("Fiduciary Assignment Agreement")
between the Issuer, MünchenerHyp as Bank, MünchenerHyp as Lender and BNP Paribas Trust Corporation UK Limited acting as a
security trustee for the benefit of the Security Holders ("Security Trustee"), the Issuer will assign to the Security Trustee, for the
benefit of the Security Holders, all present and future payment claims under the Participation Agreement and the Loan Agreement.
DAC5942663/49
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MünchenerHyp intends to use the proceeds from the sale of the Participation to strengthen its capital base as well as to support the
continuing growth of its business and expects to treat 100 per cent. of the nominal amount of the Participation as solo Tier I
regulatory capital (Kernkapital). For more information on the regulatory capital requirements applicable to MünchenerHyp, see the
section entitled "Regulation".
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The structure of the offering looks as follows:
The Isar Capital
The Isar Capital
Funding I
Funding I GmbH
Charitable Trust
Charitable Trust
100%
100%
Contribution Agreement
Isar Capital
Isar Capital
Funding I Limited
Funding I GmbH
Limited Partner: 99.99%
General Partner: 0.01%
Capital Securities
Isar Capital
Funding I Limited
Securities Holder
Partnership
Interest
Issue Price
Interest
Silent
from
Silent
Contribution
Silent
Participation
Participation
Münchener
Hyp
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Summary of the Issuer
Legal and Commercial Name, Place of Registration, Registration Number
The Issuer was established on 4 September 2008 and registered under the name "Isar Capital Funding I Limited Partnership" under
the Limited Partnerships (Jersey) Law 1994, as amended. It is registered with the Jersey Registrar of Limited Partnerships under
no. LP1096. The Issuer was established for an unlimited duration and is not a legal entity separate from its partners and has no
operating history. The Issuer has been established as a special purpose vehicle for the purpose of implementing the transaction
described in this Prospectus, including the issue of the Capital Securities.
The Issuer has not conducted any business since the date of its establishment and has not incurred any liabilities other than
liabilities incidental to its establishment and administration.
Contributed Capital
Pursuant to the limited partnership agreement entered into by the Issuer General Partner and the Issuer Limited Partner on
3 September 2008, the partnership capital of the Issuer amounted to US$1,000 (one thousand US Dollar). The limited partnership
agreement dated 3 September 2008 has been amended by an amendment agreement entered into by the Issuer General Partner
and the Issuer Limited Partner on 30 October 2009 pursuant to which the partnership capital of the Issuer amounts to EUR 1,000
(one thousand Euro).
Partners
The Issuer General Partner is Isar Capital Funding I Limited, a limited liability company incorporated under Jersey law whose sole
beneficial shareholder is Mourant & Co. Trustees Limited as trustee for The Isar Capital Funding I Charitable Trust, an independent
charitable trust domiciled in Jersey. The Issuer Limited Partner is Isar Funding I GmbH, a limited liability company incorporated
under German law and domiciled in Munich, Germany. The sole beneficial shareholder of the Issuer Limited Partner is Mourant &
Co. Trustees Limited as trustee for The Isar Funding I GmbH Charitable Trust, an independent charitable trust domiciled in Jersey.
Principal Activities
The Issuer is a special purpose vehicle. The business purpose of the Issuer is, pursuant to a limited partnership agreement entered
into by the Issuer General Partner and the Issuer Limited Partner on 3 September 2008, to participate as silent partner in the
business of the Bank and, for this purpose, to raise capital by the issuance of debt securities and to undertake certain activities
related thereto. The Issuer is further entitled to engage in any ancillary businesses which promote the foregoing principal business
purpose. The principal activities of the Issuer correspond with the business purpose stipulated in the limited partnership agreement.
The Issuer has no employees.
Management
The Issuer acts through the Issuer General Partner who has the sole power to represent the Issuer. The Issuer General Partner may
be contacted at the registered office of the Issuer which is 22 Grenville Street, St. Helier, Jersey JE4 8PX, Channel Islands,
telephone no. +44 1534 609000. The current directors of the Issuer General Partner are:
Name
Function
Helen Grant
Director
Dean Godwin
Director
Chris Ruark
Director
Each of the above members of the Issuer General Partner's management are employees of a subsidiary of Mourant Limited, which
wholly owns Mourant & Co. Limited and Mourant & Co. Trustees Limited. The relevant members of the Mourant group, as well as
Mourant du Feu & Jeune, are remunerated in respect of the services supplied to the Issuer and the Issuer General Partner and for
acting as trustee of The Isar Capital Funding I Charitable Trust and The Isar Funding I GmbH Charitable Trust.
The directors of the Issuer General Partner receive no remuneration from the Issuer General Partner for their services. The directors
do not hold any direct, indirect, beneficial or economic interest in any of the shares of the Issuer General Partner. The directorship of
the directors is provided by Mourant & Co Limited as part of the overall corporate administration services provided to the Issuer
General Partner pursuant to a Corporate Administration Agreement dated 29 October 2009 made between the Issuer General
Partner and Mourant & Co Limited.
As Mourant employees, the directors of the Issuer General Partner have directorships of other companies (including companies
conducting similar activities to the Issuer General Partner) and may engage in other activities and have other interests which may
conflict with the interests of the Issuer. As a matter of Jersey law, each director is under a duty to act honestly and in good faith with
a view to the best interests of the Issuer, regardless of any other directorships he may hold.
The business address of each of the directors of the Issuer General Partner is 22 Grenville Street, St Helier, Jersey JE4 8PX,
Channel Islands.
Fiscal Year
The fiscal year of the Issuer corresponds to the calendar year. The first fiscal year of the Issuer ended on 31 December 2008.
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