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You Must Read the Following Before Continuing IMPORTANT NOTICE NOT FOR DISTRIBUTION TO ANY U.S. PERSON OR TO ANY PERSON OR ADDRESS IN THE U.S. IMPORTANT: You must read the following before continuing. The following applies to the offering circular attached to this electronic transmission and you are therefore advised to read this carefully before reading, accessing or making any other use of the offering circular. In assessing the offering circular, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from us as a result of such access. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY THE SECURITIES OF THE ISSUER. THE FOLLOWING OFFERING CIRCULAR MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER, AND IN PARTICULAR, MAY NOT BE FORWARDED TO ANY U.S. PERSON OR TO ANY U.S. ADDRESS. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT) OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. This offering circular has been delivered to you on the basis that you are a person into whose possession this offering circular may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located. By accessing the offering circular, you shall be deemed to have confirmed and represented to us that (a) you have understood and agree to the terms set out herein, (b) you consent to delivery of the offering circular by electronic transmission, (c) you are not a U.S. person (within the meaning of Regulation S under the Securities Act) or acting for the account or benefit of a U.S. person and the electronic mail address that you have given to us and to which this e-mail has been delivered is not located in the United States, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands) or the District of Columbia and (d) if you are a person in the United Kingdom, then you are a person who (i) has professional experience in matters relating to investments or (ii) is a high net worth entity falling within Article 49(2)(a) to (d) of the Financial Services and Markets Act (Financial Promotion) Order 2001. This offering circular has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently none of OPERA FINANCE (CSC 3) PLC, EUROHYPO AG, LONDON BRANCH, THE ROYAL BANK OF SCOTLAND or UBS INVESTMENT BANK (nor any person who controls it nor any director, officer, employee nor agent of it or affiliate of any such person) accepts any liability or responsibility whatsoever in respect of any difference between the offering circular distributed to you in electronic format and the hard copy version available to you on request from THE ROYAL BANK OF SCOTLAND or UBS INVESTMENT BANK. Finance (CSC 3) plc Opera Finance (CSC 3) plc (Incorporated with limited liability in England and Wales with registration number 05411120) £710,000,000 Commercial Mortgage Backed Floating Rate Notes due 2017 Opera Finance (CSC 3) plc (the Issuer) will issue the £455,000,000 Class A Commercial Mortgage Backed Floating Rate Notes due 2017 (the Class A Notes), the £115,500,000 Class B Commercial Mortgage Backed Floating Rate Notes due 2017 (the Class B Notes), the £79,250,000 Class C Commercial Mortgage Backed Floating Rate Notes due 2017 (the Class C Notes) and the £60,250,000 Class D Commercial Mortgage Backed Floating Rate Notes due 2017 (the Class D Notes and, together with the Class A Notes, the Class B Notes and the Class C Notes, the Notes) on 6 May 2005 (or such later date as the Issuer may agree with the Note Arranger and the Joint Bookrunners (each as defined below)) (the Closing Date). The Issuer has applied to the Irish Stock Exchange Limited (the Irish Stock Exchange) for the Notes to be admitted to the Official List of the Irish Stock Exchange. A copy of this Offering Circular, which comprises approved listing particulars with regard to the Issuer and the Notes in accordance with requirements of the European Communities (Stock Exchange) Regulations, 1984 (as amended) of Ireland (the Regulations), has been delivered to the Registrar of Companies in Ireland in accordance with the Regulations. The Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes are expected, on issue, to be assigned the relevant ratings set out opposite the relevant class in the table below by Fitch Ratings Ltd. (Fitch), Moody's Investors Service Limited (Moody's) and Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. (S&P and, together with Fitch and Moody's, the Rating Agencies). A security rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by one or more of the assigning rating organisations. The ratings from the Rating Agencies only address the likelihood of timely receipt by any Noteholder of interest on the Notes and the likelihood of receipt by any Noteholder of principal of the Notes by the Final Maturity Date (as defined below). Initial Principal Margin Anticipated Ratings 1111Class 111111 Amount 11111 (per cent.) 11111 Fitch 11111 Moody’s 11111 S&P Class A £455,000,000 0.23 AAA Aaa AAA Class B £115,500,000 0.30 AA NR AA Class C £79,250,000 0.45 A NR A Class D £60,250,000 0.70 BBB NR BBB Interest on the Notes will be payable quarterly in arrear in pounds sterling on 25 January, 25 April, 25 July, 25 October in each year (subject to adjustment for non-business days) (each, an Interest Payment Date). The first Interest Payment Date will be the Interest Payment Date falling in July 2005. The interest rate applicable to each class of Notes from time to time will be determined by reference to the London interbank offered rate for three month sterling deposits (or in respect of the first interest period a linear interpolation of the interest rate for two and three month sterling deposits) (LIBOR, as determined in accordance with Condition 5.3) plus the relevant Margin. Each Margin will be as set out in the table above. If any withholding or deduction for or on account of tax is applicable to the Notes, payment of interest on, and principal in respect of, the Notes will be made subject to such withholding or deduction. In such circumstances, neither the Issuer nor any other party will be obliged to pay any additional amounts as a consequence. All Notes will be secured by the same security, subject to the priorities described in this Offering Circular. Notes of each class will rank pari passu with other Notes of the same class. Unless previously redeemed in full, the Notes of each class will mature on the Interest Payment Date falling in April 2017 (the Final Maturity Date). The Notes will be subject to mandatory redemption before such date in the specific circumstances and subject to the conditions more fully set out under “Transaction Summary - Principal features of the Notes”. The Notes have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the Securities Act), and are subject to U.S. tax law requirements. The Notes are being offered by the Issuer only to persons who are not U.S. Persons (as defined in Regulation S under the Securities Act (Regulation S)) in offshore transactions in reliance on Regulation S (or otherwise pursuant to transactions exempt from the registration requirements of the Securities Act) and in accordance with applicable laws. The Notes of each class will each initially be represented on issue by a temporary global note in bearer form (each, a Temporary Global Note), without interest coupons attached, which will be deposited on or about the Closing Date with a common depositary for Euroclear Bank S.A./N.V., as operator of the Euroclear System (Euroclear), and Clearstream Banking, société anonyme (Clearstream, Luxembourg). Each Temporary Global Note will be exchangeable for interests in a permanent global note (each, a Permanent Global Note), without interest coupons attached, not earlier than 40 days after the Closing Date (provided that certification of non-U.S. beneficial ownership has been received). Ownership interests in the Temporary Global Notes and the Permanent Global Notes (together, the Global Notes) will be shown on, and transfers thereof will only be effected through, records maintained by Euroclear and Clearstream, Luxembourg and their respective participants. Interests in the Permanent Global Notes will be exchangeable for definitive Notes in bearer form only in certain limited circumstances as set forth therein. See “Risk Factors” for a discussion of certain factors which should be considered by prospective investors in connection with an investment in any of the Notes. EUROHYPO Note Arranger THE ROYAL BANK OF SCOTLAND UBS INVESTMENT BANK Joint Bookrunner Joint Bookrunner The date of this Offering Circular is 4 May 2005 THE NOTES AND INTEREST THEREON WILL BE OBLIGATIONS OF THE ISSUER ONLY. THE NOTES WILL NOT BE OBLIGATIONS OR RESPONSIBILITIES OF, NOR WILL THEY BE GUARANTEED BY, EUROHYPO AKTIENGESELLSCHAFT (EUROHYPO) (IN ANY CAPACITY), BY THE JOINT BOOKRUNNERS, THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CORPORATE SERVICES PROVIDER, THE SHARE TRUSTEE, THE PAYING AGENTS, THE AGENT BANK, THE LIQUIDITY BANK, THE HEDGE COUNTERPARTIES OR THE ACCOUNT BANK OR ANY COMPANY IN THE SAME GROUP OF COMPANIES AS ANY OF THEM.
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