Prospectus Not for Distribution to Any Us
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IMPORTANT NOTICE — PROSPECTUS 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 prospectus following this page (the ‘‘Prospectus’’), and you are therefore advised to read this carefully before reading, accessing or making any other use of the Prospectus. In accessing the Prospectus, 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 OF SECURITIES FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE ‘‘SECURITIES ACT’’), OR THE SECURITIES LAWS OF ANY STATE OF THE U.S. OR OTHER JURISDICTION AND THE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE U.S. 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 OR LOCAL SECURITIES LAWS. IN THE UNITED KINGDOM THE PROSPECTUS IS DIRECTED ONLY AT PERSONS WHO MEET THE FOLLOWING CRITERIA: 1. (A) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS OR (B) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) (‘‘HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC’’) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 AND 2. (A) MARKET COUNTERPARTIES OR (B) INTERMEDIATE CUSTOMERS (WITHIN THE MEANING OF THE RULES OF THE FINANCIAL SERVICES AUTHORITY (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS ‘‘RELEVANT PERSONS’’). THE PROSPECTUS MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THE PROSPECTUS RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THE PROSPECTUS 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 SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. Confirmation of your Representation: In order to be eligible to view the Prospectus or make an investment decision with respect to the securities, investors must not be a U.S. person (within the meaning of Regulation S under the Securities Act). By accepting this e-mail and accessing the Prospectus, you shall be deemed to have represented to us that you are not a U.S. person; the electronic mail address that you have given to us and to which this e-mail has been delivered is not located in the U.S., its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any State of the United States or the District of Columbia; and that you consent to delivery of the Prospectus by electronic transmission. You are reminded that the Prospectus has been delivered to you on the basis that you are a person into whose possession the Prospectus may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorised to, deliver the Prospectus to any other person. The materials relating to the offering do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the underwriters or any affiliate of the underwriters is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the underwriters or such affiliate on behalf of the Issuer in such jurisdiction. The Prospectus 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 Daiwa Securities Capital Markets Co. Ltd., Seoul Branch or The Korea Development Bank and any person who controls either of them nor any director, officer, employee nor agent of it or affiliate of it accepts any liability or responsibility whatsoever in respect of any difference between the Prospectus as distributed to you herewith in electronic format and the hard copy version. You are responsible for protecting against viruses and other destructive items. Your use of this e-mail is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature. PROSPECTUS ¥20,000,000,000 KAL JAPAN ABS 6 CAYMAN LIMITED (incorporated with limited liability under the laws of the Cayman Islands) Secured Floating Rate Notes due 2014 The ¥20,000,000,000 Secured Floating Rate Notes due 2014 (the ‘‘Notes’’)ofKALJapanABS6CaymanLimited (the ‘‘Note Issuer’’) will be constituted by a note trust deed (the ‘‘Note Trust Deed’’) dated on or about 27 April, 2011 among, inter alios, the Note Issuer and The Bank of New York Mellon, Hong Kong Branch, as trustee for the holders of the Notes (the ‘‘Note Trustee’’). The Notes are expected to be issued on or about 27 April, 2011 (the ‘‘Closing Date’’). The Notes are limited recourse obligations of the Note Issuer and will be secured by, inter alia, the ¥20,000,000,000 Variable Rate Bond due 2014 (the ‘‘Bond’’) issued by KAL 6 Asset Securitization Specialty Company (the ‘‘Bond Issuer’’), a Korean limited liability company (yuhanhoesa) incorporated under the Act Concerning Asset Backed Securitization of Korea and the Korean Commercial Code, to the Note Issuer on the Closing Date. It is expected that the Notes will, when issued, be assigned a ‘‘A1 (sf)’’ rating by Moody’s Investors Service (the ‘‘Rating Agency’’). A rating is not a recommendation to buy, sell or hold securities and may be subject to revision, qualification, suspension or withdrawal at any time by the assigning rating organisation. This Prospectus has been approved by the Central Bank of Ireland (the ‘‘Central Bank’’), as competent authority under the Prospectus Directive 2003/71/EC. The Central Bank only approves this Prospectus as meeting the requirements imposed under Irish and EU law pursuant to the Prospectus Directive 2003/71/EC. 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. No assurance can be given that such listing will be obtained on or before the Closing Date, or at all. Investing in the Notes involves risks. See ‘‘Risk Factors’’ on page 44. Price: 100% The Notes are offered through Daiwa Securities Capital Markets Co. Ltd., Seoul Branch and The Korea Development Bank jointly as the joint arrangers (the ‘‘Joint Arrangers’’), Daiwa Securities Capital Markets Co. Ltd. and The Korea Development Bank jointly as the joint lead managers (the ‘‘Joint Lead Managers’’)andDaiwa Capital Markets Europe Limited and The Korea Development Bank as the initial purchasers (the ‘‘Initial Purchasers’’). The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the ‘‘U.S. Securities Act’’) or under the securities laws of any state of the United States and, unless so registered, 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 U.S. Securities Act (‘‘Regulation S’’)) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable state securities laws. Accordingly, the Notes are being offered and sold only outside the United States to non-U.S. persons in accordance with Regulation S under the U.S. Securities Act. The Notes will be issued in registered form in the minimum denomination of ¥20,000,000 and integral multiples of ¥10,000,000 thereafter. The Notes will be exchangeable and transfers thereof will be registrable at the offices of The Bank of New York Mellon (Luxembourg) S.A., as note registrar (the ‘‘Note Registrar’’). It is expected that the Notes will be delivered through the facilities of Euroclear Bank S.A./N.V. as operator of the Euroclear System (‘‘Euroclear’’) and Clearstream Banking, société anonyme (‘‘Clearstream, Luxembourg’’) on or about 27 April, 2011. DAIWA SECURITIES CAPITAL MARKETS CO. LTD., THE KOREA DEVELOPMENT BANK SEOUL BRANCH Joint Arrangers The date of this Prospectus is 27 April, 2011 CONTENTS TRANSACTION SUMMARY ....................................................... 7 RISK FACTORS ................................................................... 44 USE OF PROCEEDS ............................................................... 58 RATING OF THE NOTES .......................................................... 59 TERMS AND CONDITIONS OF THE NOTES ....................................... 60 THE RECEIVABLES .............................................................. 78 THE TRUSTOR AND SERVICER .................................................. 83 KOREAN AIR CARGO BUSINESS ................................................. 98 THENOTEISSUER