“MAJOR” Programme Base Prospectus Dated: 7 July 2017
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“MAJOR” Programme Base Prospectus Dated: 7 July 2017 SIGNUM FINANCE 1 PLC SIGNUM FINANCE II PLC SIGNUM FINANCE III PLC SIGNUM FINANCE V PLC (each incorporated with limited liability in Ireland, being the “Irish Issuers”) PISCES FINANCE LIMITED PISCES FINANCE II LIMITED SIGNUM LIMITED SIGNUM II LIMITED SIGNUM FINANCE CAYMAN LIMITED SIGNUM FINANCE CAYMAN II LIMITED SIGNUM MOMENTUM LIMITED SIGNUM VANGUARD LIMITED SIGNUM TG LIMITED SIGNUM AZURE J LIMITED SIGNUM SAPPHIRE J LIMITED (each incorporated with limited liability in the Cayman Islands, being the “Cayman Issuers”) SIGNUM LUXEMBOURG I S.A. (incorporated with limited liability in Luxembourg, being the “Luxembourg Issuer”) SIGNUM FINANCE B.V. (incorporated in the Netherlands as a private company with limited liability, being the “Netherlands Issuer”) (together, the “Issuers” and each an “Issuer”) “MAJOR” Multi-Jurisdiction Repackaging Note Programme Programme Each of the Issuers is a special purpose vehicle and has established a separate Programme with the Programme Counterparties on its Establishment Date, as restated on the Programme Date, by executing a Programme Deed. Each Issuer’s indebtedness under its Programme at any time may not exceed the stated Issuer Limit. Under the Programme each Issuer may from time to time create Obligations, which may be in the form of Notes. This document comprises the “Base Prospectus” (as supplemented from time to time by any Base Prospectus Supplement) in respect of that Issuer for the purposes of Article 5.4 of the Prospectus Directive (2003/71/EC) as amended (to the extent that such amendments have been implemented in a Member State of the European Economic Area) (the “Prospectus Directive”). This Base Prospectus (as supplemented from time to time by any Base Prospectus Supplement) relates only to the issuance of Notes issued after the date hereof and replaces and supersedes each base prospectus dated 20 May 2015 issued in respect of the Issuers and in relation to the Programme. Issuance Notes will be issued in Series. A Series may be issued in one or more Tranches. The Conditions of each Series will comprise the Base Conditions as modified by any applicable Product Supplement and the Additional Conditions set out in the applicable Prospectus or Exempt Prospectus (the “Offer Document”) for a Series. The Offer Document, read together with this Base Prospectus (as supplemented from time to time by any Base Prospectus Supplement), will comprise the “Authorised Offering Material” for that Series. A Prospectus will be prepared in connection with an issue of Notes which are either (i) admitted to trading on a regulated market within the European Economic Area or (ii) offered to the public in a Member State of the European Economic Area in circumstances which would require the publication of a prospectus under the Prospectus Directive and an Exempt Prospectus will be prepared in connection with an issue of Notes which are not (i) admitted to trading on a regulated market within the European Economic Area and are not (ii) offered to the public in a Member State of the European Economic Area in circumstances which would require the publication of a prospectus under the Prospectus Directive. Security and Limited Recourse Noteholders’ rights will be secured by the Secured Property. Claims against an Issuer by Noteholders and other Secured Parties in respect of any Series will be limited to the Net Proceeds and will rank in accordance with the priority of claims set out in the Offer Document. If the Net Proceeds are not sufficient to satisfy in full all claims arising in respect of the Notes, then the Issuer will not be obliged to make any payment in excess of such Net Proceeds and no other assets of the Issuer will be available for payment of any Shortfall. Accordingly the Issuer will owe no debt in respect of any Shortfall. Neither the Noteholders nor the Trustee will be able to take any further action to recover any Shortfall and the failure to make payment of any Shortfall will not constitute an Event of Default. No Guarantee Each Issuer will be solely responsible for the Notes issued by it. They will not be guaranteed by, nor the responsibility of, any other entity. 1 © 2004 Goldman Sachs International. Patent pending. “MAJOR” Programme Base Prospectus Dated: 7 July 2017 Clearing Notes held in the Clearing Systems will initially be represented by a Global Note. Global Notes may be deposited on the Issue Date with a common depositary on behalf of and, in the case of Registered Notes, registered in the name of a nominee for, the Clearing Systems. Listing and Admission to Trading on a Regulated Market The Base 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 Base Prospectus as meeting the requirements imposed under Irish and EU law pursuant to the Prospectus Directive. Such approval relates only to Notes which are to be admitted to trading on the regulated market of The Irish Stock Exchange plc (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. Application has been made to the Irish Stock Exchange for the Notes to be admitted to the Official List and trading on its regulated market. There can be no assurance that such listing and admission to trading will be granted. Such market (the “Market”) is a regulated market for the purposes of the Prospectus Directive. However, unlisted Notes may be issued pursuant to the Programme and the Programme also provides that Notes may be listed on such other stock exchange(s) or markets of the Irish Stock Exchange as may be specified in the relevant Offer Document. The relevant Offer Document, in respect of the issue of any Notes will specify whether or not such Notes will be listed on the Irish Stock Exchange (or any other stock exchange). In relation to unlisted Notes, all references herein to any listing, stock exchange, competent authority, regulated market or other such terms relating to listing and/or admission to trading of this Base Prospectus or any Notes shall be disregarded. A prospectus or other offering document will be prepared in connection with an issue of Notes (which document may incorporate by reference the whole or any part of the Base Prospectus), in circumstances where such Notes are either (i) admitted to trading on a regulated market within the European Economic Area or (ii) offered to the public in a Member State of the European Economic Area in circumstances which would require the publication of a prospectus under the Prospectus Directive (a “Prospectus”) and consequently such Prospectus would be a “prospectus” for the purposes of Article 5 of the Prospectus Directive. A prospectus or other offering document will be prepared in connection with an issue of Notes (which document may incorporate by reference the whole or any part of the Base Prospectus), in circumstances where such Notes are not (i) admitted to trading on a regulated market within the European Economic Area and are not (ii) offered to the public in a Member State of the European Economic Area in circumstances which would require the publication of a prospectus under the Prospectus Directive (an “Exempt Prospectus”) and consequently such Exempt Prospectus would not be a “prospectus” for the purposes of Article 5 of the Prospectus Directive. A copy of this Base Prospectus will be filed with the Irish Companies Registration Office within 14 days of approval as required by the Prospectus (Directive 2003/71/EC) Regulations 2005 of Ireland. Rating Individual Series may be rated. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, adjustment (including reduction) or withdrawal at any time by the Rating Agency. The Offer Document will specify whether a Series is rated or unrated. Where a Series is unrated, its issue will be contingent on the relevant Rating Agency confirming that the issue of such Series will not adversely affect the rating of any Rated Notes. Whether or not each credit rating applied for in relation to the relevant Series of Securities will be issued or endorsed by a credit rating agency established in the European Union and registered under Regulation (EC) No. 1060/2009, as amended by Regulation (EU) No. 513/2011 (the "CRA Regulation") will be disclosed in the relevant Offer Document. The credit ratings included or referred to in this Base Prospectus will be treated for the purposes of the CRA Regulation as having been issued by Fitch Ratings, Ltd. (“Fitch”), Moody’s Investors Service Limited (“Moody’s”) and/or Standard & Poor’s Credit Market Services Europe Limited (“Standard & Poor’s”) upon registration pursuant to the CRA Regulation. Fitch, Moody’s and Standard & Poor’s are established in the European Union and are registered under the CRA Regulation. The list of credit rating agencies registered under the CRA Regulation (as updated from time to time) is published on the website of the European Securities and Markets Authority (“ESMA”) (http://www.esma.europa.eu/page/List-registered-and-certified-CRAs). In general, European regulated investors are restricted from using a rating for regulatory purposes if such rating is not either (1) issued or validly endorsed by a credit rating agency established in the European Union and registered with ESMA under the CRA Regulation or (2) issued by a credit rating agency established outside the European Union which is certified under the CRA Regulation. 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").