Breeze Finance S.A
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CRC BREEZE FINANCE S.A. (a public company with limited liability incorporated as a “société anonyme” under the laws of the Grand Duchy of Luxembourg, whose registered office is at 4, rue Alphonse Weicker, L-2721 Luxembourg, registered with the Register of Commerce and Companies in Luxembourg under number B-114.853, acting on behalf of its Compartment 1) _obbwb=qtl Issue of €300,000,000 5.29 per cent. Class A Secured Bonds due 2026 €50,000,000 6.11 per cent. Class B Secured Bonds due 2016 and €120,000,000 12.00 per cent. Class C Secured Bonds due 2026 Price: 100 per cent. Application has been made to the Commission de Surveillance du Secteur Financier for the approval of this Prospectus and to the Luxembourg Stock Exchange for the EUR300,000,000 5.29 per cent. Class A Secured Bonds due 2026 (the “Class A Bonds”), the EUR50,000,000 6.11 per cent. Class B Secured Bonds due 2016 (the “Class B Bonds”) and the EUR120,000,000 12.00 per cent. Class C Secured Bonds due 2026 (the “Class C Bonds” and, together with the Class A Bonds and the Class B Bonds the “Bonds” and the holders thereof the “Bondholders”) issued by CRC Breeze Finance S.A., (the “Company”) a securitisation company within the meaning of and governed by the Luxembourg law of 22 March 2004 on securitisation (the “Securitisation Law”), acting on behalf of its Compartment 1 (the “Issuer”) to be listed on the official list of the Luxembourg Stock Exchange and admitted to trading on the regulated market of the Luxembourg Stock Exchange (the “Luxembourg Stock Exchange Regulated Market”). References in this Prospectus to Bonds being “listed” (and all related references) shall mean that such Bonds have been listed on the official list of the Luxembourg Stock Exchange and admitted to trading on the Luxembourg Stock Exchange Regulated Market. The Luxembourg Stock Exchange Regulated Market is a regulated market for the purposes of the Investment Services Directive (Directive 93/22/EC). The Bonds will be issued on 8 May 2006 (the “Issue Date”) and constituted by a bond trust deed entered into between the Issuer and J.P. Morgan Corporate Trustee Services Limited (the “Bond Trustee”) dated the date hereof (the “Bond Trust Deed”). References to the Issuer should be construed as references to the Compartment 1 only, and not to the Company as such or any other compartment. The issue of the Bonds will be for the sole purpose of financing inter alia (i) a loan (the “Issuer Borrower Loan”) to Breeze Two Energy GmbH & Co. KG (the “German Borrower”), on the terms of a loan agreement between, inter alios, the Issuer and the German Borrower (the “Issuer Borrower Loan Agreement”) and (ii) the purchase by the Issuer of the present and future claims (including monetary claims to repayments of principal and payments of interest) of Bayerische Hypo- und Vereinsbank AG, Wiesbaden Branch (the “French Lender”) under a loan (the “French IBLA” and together with the Issuer Borrower Loan the “Breeze IBLAs”) to Eoliennes Sûroit SNC (the “French Borrower” and together with the German Borrower the “Breeze Borrowers”) on the terms of a loan agreement between the French Lender and the French Borrower (the “French IBLA Agreement”). The present and future claims (including monetary claims to payments of interest and repayments of principal) under the French IBLA of the French Lender against the French Borrower will be assigned to the Issuer pursuant to an assignment agreement between the French Lender and the Issuer (the “French IBLA Assignment Agreement”). The principal source of the Breeze Borrowers’ repayments of principal and interest under the Breeze IBLAs will be the collections and recoveries made in respect of the receivables and connected rights arising out of their respective ownership and operation of several Wind Farms (as defined herein), as more fully described in “Overview of the Transaction” below. The Issuer will pay principal on each Class of the Bonds semi-annually on 8 May and 8 November of each year. The first principal payment in respect of each Class of Bonds will be made on 8 May 2007. Interest on the Bonds will accrue on a daily basis from the Issue Date, and will be payable in respect of each Class of Bonds semi-annually in arrear on 8 May and 8 November in each calendar year (subject to adjustment as described herein) (each an “Interest Payment Date”) in respect of each period from (and including) an Interest Payment Date to (but excluding) the next succeeding Interest Payment Date (each, an “Interest Period”, provided that the first Interest Period shall begin on (and include) the Issue Date and end on (but exclude) the first Interest Payment Date). See “Terms and Conditions of the Bonds” below for further details. All payments of principal and interest by the Issuer in respect of the Bonds and Coupons will be made free and clear of any withholding or deduction for, or on account of, any Luxembourg taxation. In the event of the imposition upon the Issuer of a requirement to withhold or account for tax or the imposition of a tax in respect of its income resulting in it being unable to make payment of the full amount due in respect of the Bonds, the Issuer will not be required to pay any additional amount to the Bondholders and the Couponholders. In such circumstances, the Issuer will, provided that it shall not result in downgrading of the then current rating(s) awarded to the Rated Bonds (as defined below) as confirmed by the relevant rating agency in writing, use its reasonable endeavours to procure, with the consent of the Bond Trustee, the substitution as principal debtor under the Bond Trust Deed and the Bonds of another company incorporated in another jurisdiction, or to change (provided that such change will not at the time thereof result in a downgrading of the then current rating(s) assigned to the Rated Bonds as confirmed by the relevant rating agency in writing) its residence for taxation purposes to another jurisdiction, failing which it shall redeem the Bonds, subject to certain exceptions, all as described more fully in Condition 6(b) (Redemption for Taxation and Other Reasons) below. Unless previously redeemed, the Class A Bonds will mature on 8 May 2026, the Class B Bonds will mature on 8 May 2016, and the Class C Bonds will mature on 8 May 2026 upon which dates any amounts remaining outstanding on the Bonds will be repaid to the Bondholders, and the Bonds shall be cancelled. The Bonds will constitute senior secured indebtedness of the Issuer and will rank “pari passu” in right of payment with any other senior secured indebtedness, if any. The Class B Bonds are subordinated to the Class A Bonds, and the Class C Bonds are subordinated to the Class A Bonds and to the Class B Bonds. See “Terms and Conditions of the Bonds” below. The Class A Bonds and the Class B Bonds (the “Rated Bonds”) are expected to be rated after the Issue Date by Standard & Poor’s Ratings Services, a division of The McGraw Hill Companies, Inc. (“S&P”) and Fitch Ratings Ltd. (“Fitch”) (together, the “Rating Agencies”). The Class C Bonds are not expected to be rated. The Bonds are expected to obtain the following ratings from the Rating Agencies: Bonds Standard & Poor’s Fitch Class A Bonds ....................................................................................... BBB BBB Class B Bonds ....................................................................................... BB+ BB+ Class C Bonds ....................................................................................... Not rated Not rated The Rated Bonds will not have a final rating from the Rating Agencies on the Issue Date, but only a preliminary rating (see “Risk Factors” below). The Issuer has undertaken to use its reasonable endeavours to obtain, and maintain, such final ratings for the Rated Bonds. If, and when, such ratings are obtained, it should be noted that 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. The investors’ particular attention is drawn to the section herein entitled “Risk Factors”. Each Class of Bonds will be represented on issue by a temporary global bond in bearer form (each a “Temporary Global Bond”), exchangeable for interests in a permanent global bond in bearer form (each a “Permanent Global Bond”). It is anticipated that Global Bonds (as defined herein) will be issued to a common depositary for Euroclear Bank S.A./N.V., as operator of the Euroclear System (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream”). Each of Euroclear and Clearstream will record the beneficial interests in such Global Bonds. Except in the limited circumstances described in the Global Bonds, the Bonds will not be available in definitive form. It should be noted, in particular, that the Bonds will not be obligations of, and will not be guaranteed by, the Company or any compartment of the Company other than the Issuer. INTERESTS IN THE TEMPORARY GLOBAL BONDS WILL BE EXCHANGEABLE FOR INTERESTS IN PERMANENT GLOBAL BONDS ON OR AFTER A DATE WHICH IS EXPECTED TO BE 17 JUNE 2006 UPON CERTIFICATION AS TO NON-U.S. BENEFICIAL OWNERSHIP. THE BONDS HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) AND THE BONDS ARE SUBJECT TO U.S. TAX LAW REQUIREMENTS. SUBJECT TO CERTAIN EXCEPTIONS, THE BONDS MAY NOT BE OFFERED, SOLD OR DELIVERED WITHIN THE UNITED STATES OR TO U.S. PERSONS. FOR A FURTHER DESCRIPTION OF CERTAIN RESTRICTIONS ON THE OFFERING AND THE SALE OF THE BONDS AND ON DISTRIBUTION OF THIS DOCUMENT, SEE “SUBSCRIPTION AND SALE” BELOW.