LISTING PROSPECTUS Pursuant to section 2, paragraph 3, of the Italian law No. 130 of 30 April 1999 and to regulation 2004/809/EC of the Commission of the European Communities dated 29 April 2004 as subsequently amended
CASAFORTE S.r.l. (incorporated with limited liability in Italy)
Euro 130,000,000 Series B Asset Backed Fixed Rate Notes with Incremental Principal up to Euro 235,000,000 due 30 June 2040 (ISIN code IT0004644644)
This document, together with the annexes, is the prospectus (the “Prospectus”) for the listing and admission to trading of €130,000,000 Series B Asset Backed Fixed Rate Notes with Incremental Principal up to €235,000,000 due 30 June 2040 (the “Series B Notes”). The Series B Notes were issued on 22 December 2010 (the “Issue Date”) by Casaforte S.r.l. (the “Issuer”), a limited liability company incorporated pursuant to the Italian Law no. 130 dated 30 April 1999 (the “Securitisation Law ”). The Series B Notes were issued to finance the purchase by the Issuer of principal, interests and other monetary receivables (collectively the “Receivables”) arising from a mortgage loan agreement (the “Mortgage Loan Agreement”) originally granted by Banca Monte dei Paschi di Siena S.p.A. (“Banca MPS”) in favor of Perimetro Gestione Proprietà Immobiliari S.c.p.A. (the “Consortium”). The Receivables arising from the Mortgage Loan Agreement, together with the security interests and all the other appurtenances backing them (collectively, the “Portfolio of Receivables”), were transferred without recourse and as a pool to the Issuer from Banca MPS with legal and economic enforceability from the issue date of the Series B Notes. Following the transfer to the Issuer, the Portfolio of Receivables became a segregated asset of the Issuer on which, pursuant to the Securitisation Law, no actions are allowed by the creditors other than those of the Noteholders. The proceeds earned by the Issuer in relation to the Portfolio of Receivables are the primary source for the interest payments and for the principal repayment to the holders of the Series B Notes. The Receivables arising from the Mortgage Loan Agreement are secured by a plurality of security interests, these too subject to assignment to the Issuer as an integral and essential part of the Portfolio of Receivables. These security interests include, among others: (i) a first lien mortgage loan on a real property consisting of 683 real-estate assets predominantly for office or branch use, having a gross surface area of 766,500 sqm (the “Real Estate Assets”) owned by the Consortium and almost fully leased by Banca MPS and by other companies of the Monte dei Paschi di Siena banking group by virtue of 24-year-term lease agreements; (ii) the assignment by way of security of the rents relative to the Real Estate Assets (the “Assignment by Way of Security” and the “Rents”, respectively); (iii) the collateralization of the Consortium's receivables vis-à-vis Banca MPS arising from a deposit agreement, aimed at neutralising the risk of fluctuation of the inflation-linked portion of the Rents. The Rents relative to the Real-Estate Assets are the primary source of the cash flow needed to satisfy the obligations taken on by the Consortium in relation to the Mortgage Loan Agreement. According to the Assignment by Way of Security, the tenants of the Monte dei Paschi di Siena banking group have been given irrevocable instructions so that the payments of the Rents are made directly to the Issuer and the latter has the option to utilise the Rents thus collected to pay the interests and to repay the principal pursuant to the Mortgage Loan Agreement. Therefore it follows that the timely payment of the Rents by Banca MPS and the other tenants of the Monte dei Paschi di Siena banking group is the Issuer's main source of cash flow necessary to satisfy the rights incorporated in the Series B Notes, however Banca MPS in no way guarantees the fulfilment of the payment obligations undertaken by the Issuer in favor of the Noteholders. In order to finance the purchase of the Portfolio of Receivables, concomitantly with the issue of the Series B Notes, the Issuer issued also (i) €1,536,640,000 Series A asset backed notes due 30 June 2040, bearing a fixed rate equal to 3.00% until 30 June 2012 and then a floating rate, ISIN code IT0004644636 (the “Series A Notes”), and (ii) €3,000,000 variable-premium Series Z asset backed notes due 30 June 2040, ISIN code IT0004644677 (the “Series Z Notes”, and together with the Series A Notes and the Series B Notes, the “Notes”). The subscription entailed, and the subsequent purchase of the Series B Notes will entail by the relevant purchaser, acceptance of KPMG Fides Servizi di Amministrazione S.p.A. as the Representative of the Noteholders initially designated by the Issuer, also in the interest of the first subscribers of the Series B Notes. The rights and the duties of the Representative of the Noteholders, as well as the provisions concerning its appointment and revocation, are governed by the Terms and Conditions of the Notes. The Series B Notes have not be assigned a credit rating, while the Series A Notes have been rated A- by Fitch Ratings Ltd., in line with the credit rating attributed to Banca MPS. Fitch Ratings Ltd. is established in the European Union and has applied to be registered under Regulation (EC) No 1060/2009 of the European Parliament and of the Council of 16 September 2009 on credit rating agencies, although notification of the corresponding registration decision has not yet been provided by the relevant competent authority. The Prospectus has been approved by the Central Bank of Ireland (the ‘‘Central Bank’’) as competent authority under Directive 2003/71/EC (the “Prospectus Directive”). The Central Bank only approves this Prospectus as meeting the requirements imposed under Irish and EU law pursuant to the Prospectus Directive. Application has been made to the Irish Stock Exchange for the Series B Notes to be admitted to the Official List and trading on its regulated market. Such approval relates only to the Series B Notes which are to be admitted to trading on the regulated market of 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. Payments under the Series B Notes may be subject to a substitutive tax, according to the Italian legislative decree No. 239 of 1 April 1996, as subsequently amended. Upon the occurrence of any withholding or deduction for or on account of tax, whether or not in the form of a substitutive tax, from any payments under the Series B Notes, neither the Issuer nor any other person shall have any obligation to pay any additional amount to any holder of Series B Notes. The Issuer has no other assets other than those described in this Prospectus. The Series B Notes were issued in dematerialised form according to the Terms and Conditions of the Notes and will be held in such form on behalf of the beneficial owners, until the relevant redemption and cancellation, by Monte Titoli S.p.A. The investment in the Series B Notes entails risks. Investors are invited to read the “Risk Factors” sections. PERIMETRO GESTIONE PROPRIETÀ BANCA MONTE DEI PASCHI DI SIENA S.p.A. IMMOBILIARI S.c.p.A. as Originator of the Receivables and debtor of last resort as the Assigned Debtor of the Rents assigned by way of security
BNP PARIBAS SECURITIES SERVICES, Luxembourg Branch as Listing Agent
The date of this Prospectus is 9 August, 2011 TABLE OF CONTENTS
PRELIMINARY WARNING 2 1. PERSONS RESPONSIBLE 2
1.1. Indication of the persons responsible...... 2
1.2. Declaration of Responsibility ...... 2 2. STATUTORY AUDITORS 3
2.1. The Auditing Firm appointed by the Issuer to audit the financial statements referred to in the Prospectus 3
2.2. Possible revocation of the Auditing Firm's assignment ...... 3 3. RISK FACTORS 4
3.1. General Warnings ...... 4
3.2. Risks relative to the Issuer and the Issuer's ability to fulfill the obligations undertaken in relation to the Notes...... 4 4. INFORMATION ABOUT THE ISSUER 7
4.1. The Issuer, as a special-purpose vehicle for the issue of financial instruments within the context of securitisation transactions...... 7
4.2. Name and registered office...... 7
4.3. Place, date of registration and registration number in the companies register ...... 8
4.4. Date of incorporation and duration of the Issuer...... 8
4.5. Legislation, juridical form, country of incorporation, address and telephone number of the Issuer ...... 8
4.6. Share capital and description of its composition...... 8
4.7. Corporate Bodies of the Issuer ...... 8
4.8. The management of the corporate services in favor of the Issuer ...... 8 5. OVERVIEW OF THE ISSUER'S BUSINESS 10
5.1. Description of the Issuer's main activities...... 10
5.2. General description of the parties participating in the securitization transaction ...... 11 6. MANAGEMENT AND SUPERVISORY BODIES OF THE ISSUER 12 7. ISSUER’S QUOTAHOLDER 13 8. FINANCIAL INFORMATION REGARDING THE ISSUER'S ASSETS AND LIABILITIES, FINANCIAL STANDING, AND PROFITS AND LOSSES 14
8.1. Statement to be issued if, on the date of registration or of formation, the Issuer has not initiated the activity and if, on the date of this Registration Document, financial statements have not been drafted yet14
i 8.2. Financial information ...... 14
8.3. Legal and arbitration proceedings ...... 14
8.4. Negative variations of the Issuer's financial standing...... 14 9. THIRD PARTY INFORMATION AND STATEMENT BY EXPERTS AND DECLARATIONS OF ANY INTEREST 15
9.1. Statements and reports by experts...... 15
9.2. Third party information...... 15 10. DOCUMENTS ACCESSIBLE TO THE PUBLIC 16 PART TWO – SECURITIES NOTE 18 1. PERSONS RESPONSIBLE 19
1.1. Declaration of Responsibility ...... 19 2. RISK FACTORS 20
2.1. General Warnings ...... 20
2.2. Potential conflicts of interest between the parties participating in the transaction - concentration of roles by Banca MPS and other companies of the same group ...... 20
2.3. Risks relative to the Debtor – dependency of the Consortium on the Rents paid by the tenants and the contributions due from the partners of the Consortium...... 22
2.4. Absence of updated independent assessments on the Real Estate Assets ...... 22
2.5. Revocation of payments...... 23
2.6. Risks relative to the Notes ...... 23 3. KEY INFORMATION 28
3.1. Interests of natural and juridical persons which participated in the issuance and placement of the Series B Notes ...... 28 4. INFORMATION CONCERNING THE NOTES TO BE ADMITTED TO TRADING 29
4.1. Total amount of securities being admitted to trading...... 29
4.2. Description of the Series B Notes...... 29
4.3. Legislation based on which the Series B Notes have been created...... 29
4.4. Rules governing the circulation of the Series B Notes...... 29
4.5. Issue currency of the Series B Notes ...... 29
4.6. Rating of the Series B Notes ...... 30
4.7. Description of the rights, including any limitation thereof, associated with the Series B Notes and their exercise ...... 30
ii 4.8. The nominal interest rate and the instructions relative to the interest and to the premiums to be paid in relation to the Series B Notes ...... 30
4.9. Maturity date, amortisation method and repayment of the Series B Notes...... 31
4.10. Indication of yield and priority of payments and repayment ...... 31
4.11. Representative of the Noteholders and Noteholders’ organization...... 31
4.12. Authorisations...... 32
4.13. Issue Date of the Notes ...... 32
4.15. Brief description of the Series A Notes as senior notes, with respect to the repayment of the principal, of the Series B Notes ...... 33 5. ADMISSION TO TRADING AND DEALING ARRANGEMENTS 38
5.1. Trading on regulated markets ...... 38
5.2. Paying and depository agents...... 38
The payment of the dividends and the repayment of principal shall be performed through the intermediaries participating in the Monte Titoli S.p.A. system. Monte Titoli S.p.A.’s registered office is in Via Mantegna 6, 20154 Milano...... 38 6. EXPENSE OF THE ADMISSION TO TRADING 39 7. ADDITIONAL INFORMATION 40
7.1. Consultant mentioned in the Securities Note...... 40
7.2. The issuing of expert opinions ...... 40
7.3. Information originating from third parties ...... 40
7.4. Rating assigned to the Series B Notes and Series A Notes...... 40 8. THE FINANCIAL INSTRUMENTS 42
8.1. Total nominal value of the Series B Notes ...... 42
8.2. Sources of information regarding the financial instruments...... 42 9. THE UNDERLYING ASSETS 43
9.1. Capacity of the securised assets to produce funds to service any payment due and payable on the Notes . 43
9.2. Information on Portfolio of Receivables...... 44 10. STRUCTURE OF THE TRANSACTION AND CASH FLOW 61
10.1. Description of the transaction structure...... 61
10.2. Graphical presentation of the transaction ...... 63
10.3. Description of the parties which participated in the issuance and their respective functions ...... 63
iii 10.4. Description of the mechanics and of the date of the sale, transfer and novation or assignment of assets or possible Issuer's rights and/or obligations ...... 66
10.5. Illustration of the cash flows ...... 67
10.6. Name, address and significant activities of the parties from which the securitised assets originate...... 68
10.7. The Interest Rate Swap Counterparty...... 68
10.8. The Securitisation accounts...... 68 11. INFORMATION AFTER THE ISSUE 69 GLOSSARY 70
Annex 1 TERMS AND CONDITIONS OF THE NOTES I
Annex 2 THE FINANCIAL STATEMENTS OF THE ISSUER AS OF 31 DECEMBER 2009 II
Annex 3 THE FINANCIAL STATEMENTS OF THE ISSUER AS OF 31 DECEMBER 2010 III
Annex 4 THE TRANSLATION OF THE INDEPENDENT AUDITORS’ REPORT IV
ON THE ISSUER FINANCIAL STATEMENTS AS OF 31 DECEMBER 2009 IV
Annex 5 THE TRANSLATION OF THE INDEPENDENT AUDITORS’ REPORT V
ON THE ISSUER FINANCIAL STATEMENTS AS OF 31 DECEMBER 2010 V
iv
PART ONE – REGISTRATION DOCUMENT
1
PRELIMINARY WARNING
The Issuer is a company incorporated pursuant to the Italian Securisation Law, having as its exclusive purpose the carrying out of transactions concerning the securitisation of receivables. As such, the Issuer has a limited provision of own funds and will manage the payment of the obligations undertaken vis-à-vis the Noteholders only through the proceeds collected from the securitised Receivables.
Therefore, for a correct and complete assessment of the transaction, potential investors are also invited to examine the description of the other parties involved in the transaction, in particular Banca MPS and the Consortium. In fact, the timely fulfilment of the payment obligations in various capacities undertaken by Banca MPS vis-à-vis the Consortium and by the latter vis-à-vis the Issuer are the primary source of the cash flow necessary to satisfy the rights incorporated in the Notes.
For more information with regards to Banca MPS, see paragraph 9.2.2.2 (Description of the debtor pursuant to the Assignment by Way of Security of the Rents relative to the Real Estate Assets) of Part Two – Securities Note.
For more information about the Consortium see paragraph 9.2.2.1 (Description of the Consortium as debtor pursuant to the Mortgage Loan Agreement ) of Part Two – Securities Note.
The language of the Prospectus is English. Certain legislative references and technical terms have been cited in their original language in order that the correct technical meaning may be ascribed to them under applicable law.
1. PERSONS RESPONSIBLE
1.1. Indication of the persons responsible
Casaforte S.r.l., with registered office in via Eleonora Duse 53, Rome, legally represented by the sole director, Mr. Marc Bruno Zanelli, vested with the necessary powers, assumes full responsibility for the information herein reported in Part One - Registration Document.
1.2. Declaration of Responsibility
Casaforte S.r.l. is responsible for the completeness and the truthfulness of the data and of the information herein reported in Part One - Registration Document and in all the annexes of this Prospectus. The Issuer states that the information herein reported in Part One - Registration Document, to the best of its knowledge, and having adopted all the care for this purpose, conforms with the facts and does not contain omissions that could alter its meaning.
Casaforte S.r.l., Banca Monte dei Paschi di Siena S.p.A. and Perimetro Gestione Proprietà Immobiliari S.C.p.A., with respect to what falls within the competence of each one, are responsible for the completeness and truthfulness of the data and the information reported in Part Two - Securities Note of this Prospectus. Each company states that the information reported in Part Two – Securities Note of this Prospectus is, to the best of its knowledge and having adopted all the due diligence for this purpose, consistent with the facts and does not contain omissions that could alter its meaning.
2 2. STATUTORY AUDITORS
2.1. The Auditing Firm appointed by the Issuer to audit the financial statements referred to in the Prospectus
The financial statements of the Issuer relative to the financial years ended as at 31 December 2010 and as at 31 December 2009, arranged according to the international accounting standards (IAS/IFRS), have been audited by the independent auditor Reconta Ernst Young S.p.A. with registered and administrative office in Milan, via della Chiusa no. 2 (the “Auditing Firm”).
Reconta Ernst & Young S.p.A.'s auditing reports for the financial statements covering the financial years ended as at 31 December 2010 and as at 31 December 2009 were issued on 11 April 2011 and 6 April 2010, respectively.
Reconta Ernst & Young S.p.A. is registered under No. 2 in the Special Register (Albo Speciale) maintained by CONSOB and set out in Article 161 of the Financial Law, in compliance with the provisions of Legislative Decree No. 88 of 27 January 1992, and is also a member of the ASSIREVI - Associazione Nazionale Revisori Contabili. The business address of Reconta Ernst & Young S.p.A. is Via Po 32, Rome, Italy and its phone number is +39 06 324751.
2.2. Possible revocation of the Auditing Firm's assignment
During the period to which the financial information relative to the past financial years reported in the Prospectus refer, there had been no refusal or remarks regarding the relevant statements by the Auditing Firm, nor had the latter renounced or be removed from the assignment.
3
RISK FACTORS
3. RISK FACTORS
3.1. General Warnings
Potential investors are invited to carefully read this Prospectus in order to understand the risk factors associated with the subscription of the Notes or that are in any case relevant to the Issuer.
In elaborating its financial policy, each investor clearly understand that the long-term time horizon of the investment in the Notes (defined by the duration thereof upon issuing) must be in line with its present and future cash needs.
As regards the risks relative to the Notes and to the Portfolio of Receivables, please refer to what is indicated in Section 2 (Risk factors) reported in Part Two – Securities Note.
3.2. Risks relative to the Issuer and the Issuer's ability to fulfill the obligations undertaken in relation to the Notes
3.2.1. Issuer's dependency on securitisation activities and on the enforcement of the security interests
The Issuer's equity comprises only the securitized receivables and the sums paid by the Assigned Debtor, and also the receivables vis-à-vis the others counterparties of the transaction. Therefore, the Issuer's ability to discharge the obligations undertaken vis-à-vis the Noteholders and satisfy the other creditors involved in the transaction will depend exclusively on the full and timely receipt of the sums owed by the Consortium pursuant to the Loan Agreement, (ii) of the payments owed to the Issuer by the Counterparty of the Financial Hedge pursuant to the Interest Rate Swap contract, and (iii) of any other amount owed to the Issuer pursuant to the Securitization Documents, and also by Banca MPS as depositary bank of certain current accounts opened by the Issuer in the context of the Securitisation.
In turn, the Consortium's ability to discharge its payment obligations vis-à-vis the Issuer pursuant to the Loan Agreement depends predominantly on the full and timely receipt of the rents owed by Banca MPS and by the other tenant companies belonging to the MPS banking group.
In the event of default by the Consortium, the Issuer's ability to discharge its pecuniary obligations undertaken vis-à-vis the Noteholders will depend mainly on the enforcement of the security interests backing the Loan, by the Servicer and under the supervision of the Representative of the Noteholders. In particular, should the Consortium's default be a result of the insolvency of Banca MPS and/or of the other Tenants, the Issuer's ability to discharge the pecuniary obligations undertaken vis-à-vis the Noteholders will depend mainly on the enforcement of the mortgage burdening the Real Estate Assets, by a party - other than the Servicer - appointed for that purpose by the Issuer under the supervision of the Representative of the Noteholders.
In these scenarios, satisfying the Noteholders rights will depend on the value of the Real Estate Assets at the time of the enforcement of the mortgage and also on the diligence of the parties appointed to manage the proceedings for insolvency or bankruptcy and on the duration of the latter, which is hard to foresee and in any case not short. It is noted, thereupon, that the market value of the property included in the Real Estate Assets, and also the corresponding rental income, have been subject to assessment by REAG – Real Estate Advisory Group S.p.A. on 31 July 2009. Furthermore, being an essential part of the assets
4 RISK FACTORS representing a going concern contributed to the Consortium, the Real Estate Assets and the Mortgage Loan were subject to evaluation by PricewaterhouseCoopers S.p.A. on 23-27 July 2009 within the scope of the appraisal report arranged pursuant to section 2343, paragraph 1, of the Italian Civil Code for the purpose of said contribution. For more information with regard to the Real Estate Assets, see also the subsequent paragraph 9.2.9 (The Real Estate Assets) of Part Two – Securities Note.
3.2.2. Issuer default risk
Pursuant to the Italian Law no. 130 dated 30 April 1999 regarding the receivables purchased by the Issuer and the sums paid by the Consortium as assigned debtor, no actions are allowed to protect creditors other than the Noteholders and the other creditors under the Securitisation. Nevertheless it cannot be ruled out that in the future third parties lay claim to other liquid and collectable credits against the Issuer. In this case, though not being able to foreclose on or in any case take action against the segregated assets (composed of the Securitized Receivables and of the relevant proceeds including the Rents), such third parties could cause the insolvency of the Issuer, producing at least a delay in the payments owed by the Issuer to the Noteholders.
In order to reduce this risk, the corporate purpose of the Issuer is limited by law to the carrying out of securitisation transactions.
Moreover, in order to further restrict the risk of default, in the Terms and Conditions of the Notes the Issuer has pledged in favor of the Noteholders (i) to not assume any financial indebtedness, (ii) to not perform extraordinary transactions, (iii) to not take on equity investments in other companies, (iv) to not hire employees nor have secondary offices, and more generally, (v) to not perform activities that are not established in the Securitization Documents or nevertheless instrumental for carrying out the securitisation.
Finally, the Issuer has anticipated the allocation of an expenditure fund (the amount of which at each Payment Date be equal to €100,000) to cover unforeseen costs that might be collectable during the period between two Payment Dates, inclusive.
As a result, assuming the timely fulfilment of such contractual commitments and the legality of the conduct in the transactions with the third party, it is in fact unlikely that parties other than those involved in the Securitisation transaction may lay claim against the Issuer and, in the final analysis, provoke its insolvency.
As far as the Issuer's creditors involved in the Securitisation transaction are concerned, each of these parties has accepted according to the Intercreditor Agreement to collect its credits in a limited manner, only within the limit of the funds available from time to time according to the Priority of Payment, promising to not start legal actions or proceeding for insolvency against the Issuer and delegating the Representative of the Noteholders for said purpose. In the event of violation of said commitments, the other creditors will have the right to demand compensation for damages from the defaulting creditor.
3.2.3. Risks deriving from the changes of the Issuer tax treatment
Based on the tax treatment in force applicable to the Issuer, and also on the orientation currently expressed by the tax authorities, the Issuer should have no income subject to taxation after having repaid all the respective obligations deriving from and associated with the Securitisation.
5 RISK FACTORS
The possibility does however exist that later regulations, circular letters or others positions issued by the relevant tax authorities, as well as pronouncements of case law, might have an impact on the tax treatment applicable to the Issuer's revenue, as described above.
6 4. INFORMATION ABOUT THE ISSUER
4.1. The Issuer, as a special-purpose vehicle for the issue of financial instruments within the context of securitisation transactions
The Issuer is a corporation formed pursuant to the Italian Securisation Law and having as its sole purpose the carrying out of one or more securitisation transactions on receivables through the purchase of monetary receivables, both existing and future, to be funded through the issue and the placement of notes pursuant to section 1, paragraph 1, letter b) of the Italian Securitization Law.
The sole corporate purpose of the Issuer is to carry out one or more debt securitisation transactions pursuant to the Italian Securisation Law, by the purchase against payment (by the Issuer or another corporation formed pursuant to Italian Securisation Law) of monetary receivables, both present and future, identifiable as a pool if they are a large number of receivables, funded by the issue (by the Issuer or another corporation formed pursuant to the Italian Securisation Law) of notes whereof sections 1, paragraph 1, letter b), and 5 of the aforesaid Securitization Law. According to the provisions of the Italian Securitization Law, the receiveables relative to each securitisation transaction constitute an asset segregated for all intents and purposes from that of the Issuer and from those relative to other securitisation transactions carried out by the Issuer. Each of said segregated assets is set aside exclusively to satisfy the rights incorporated in the securities issued, by the Issuer or by another company, to finance the acquisition of the receivables which are part of the above-mentioned assets, and also to pay the costs of the corresponding securitisation transaction. No actions by creditors, except by the holders of the notes issued to finance the purchase of the above- said receivables and proceeds, are allowed on any segregated asset.
Within the limits allowed by the provisions of the Italian Securitization Law, the Issuer may carry out the secondary transactions to be executed for the successful outcome of the securitisation transactions it has performed, or nevertheless instrumental for achieving its corporate purpose, as well as of reinvestment transactions in other financial assets of the funds deriving from the management of the receivables purchased not yet immediately employed to satisfy the rights deriving from the above-mentioned Notes.
The Issuer may also carry out revolving structure transactions, i.e. which contemplate the use of the proceeds deriving from the management of the receivables before or concomitantly with the issue of the notes for the purchase of additional receivables. Pursuant to section 3 of the Italian Securitization Law, those additional receivables will also constitute segregated assets on which actions by the creditors are not allowed except by the holders of notes issued in the context of the same transaction. Within the purview of the securitisation transactions carried out in this way, the Issuer may appoint third parties to collect the acquired receivables and to perform cash and payment services and also transactions regarding the assignment of the acquired receivables as well as any other activity allowed by the Italian Securitisation Law.
In the arrangement of its financial statements the Issuer applies the international accounting standards.
4.2. Name and registered office
Casaforte S.r.l. is a limited liability company. The Issuer's registered office is in via Eleonora Duse, 53, 00197, Rome.
7 4.3. Place, date of registration and registration number in the companies register
The Issuer was enrolled in the companies register of Padua on 10 October 2001, as an Italian joint- stock company (S.p.A.). Later, by means of a resolution taken by the shareholders’ meeting on 17 September 2009, the Issuer resolved to transfer the registered office to Rome, and also to transform itself into an Italian limited liability company (S.r.l.). The tax code and registration number at the companies register of Rome is 03670580285. The Issuer is also registered under number 32612.4 in the register of special purpose vehicles (Elenco delle società veicolo di cartolarizzazione – SPV) held by the Bank of Italy pursuant to Article 3, paragraph 3, of the Italian Securitisation Law, and the order of the Bank of Italy (provvedimento) dated 29 April, 2011 (Disposizioni in materia di obblighi informativi e statistici delle società veicolo coinvolte in operazioni di cartolarizzazione).
4.4. Date of incorporation and duration of the Issuer
The Issuer is a company incorporated on 4 October 2001. Pursuant to the articles of association, the duration of the company is set until 31 December 2100.
4.5. Legislation, juridical form, country of incorporation, address and telephone number of the Issuer
The Issuer is a limited liability company incorporated in Italy pursuant to the Italian Law. The company is domiciled (at the same location as the registered office) in via Eleonora Duse 53, Rome. The company telephone number is +39-06-8091531; the fax number is +39-06-8077221.
4.6. Share capital and description of its composition
The Issuer 's share capital amounts to €100,000.00 (one hundred thousand), fully subscribed and paid-in.
As of the date of this Prospectus, the Issuer's registered capital is held entirely by Stichting Perimetro, a foundation formed under Dutch law with registered office in Amsterdam, Claude Debussylaan 24, 1082MD, Holland (the “Issuer’s Quotaholder”).
4.7. Corporate Bodies of the Issuer
According to the provisions of the articles of association, the management of the Issuer is entrusted to the sole director, Mr. Marc Bruno Zanelli. As of the date of this Prospectus, Mr Marc Bruno Zanelli is also a manager (Dirigente) of MPS Capital Services.
The Issuer has also a Board of Statutory Auditors consisting of 3 (three) standing auditors and 2 (two) alternate auditors, which is charged with the function of internal auditing. For more information on this matter refer to Section 6 (Corporate Bodies of the Issuer Responsible for Management and Control ) here in Part One – Registration Document.
4.8. The management of the corporate services in favor of the Issuer
With respect to certain activities of corporate nature, the Issuer avails itself of the services provided by KPMG Fides Servizi di Amministrazione S.p.A., with registered office in via Vittor Pisani, 27, 20124 Milan, which acts for the purposes of the Corporate Services Agreement through its headquarters located in via Eleonora Duse, 53, 00197, Rome (the “Corporate Servicer”). These services include safekeeping of documents, keeping the book of the Noteholders, arranging the administrative and tax accounting records and assisting in the arrangement of the Issuer's annual
8 financial statements. For further information on this matter refer to Section 10 (Structure of the transaction and cash flows) of Part Two – Securities Note.
9 5. OVERVIEW OF THE ISSUER'S BUSINESS
5.1. Description of the Issuer's main activities
The Issuer is a corporation formed pursuant to Italian Securisation Law and having as its sole purpose the carrying out of debt securitisation transactions. The Issuer may perform, as secondary activities, occasionally and for the sole purpose of achieving the corporate purpose, any commercial and financial transaction necessary or useful to achieve the corporate purpose, in any case according to the provisions of the Italian Securitization Law.
According to the provisions of the Italian Securitisation Law, the receivables and the other proceeds assigned to the Issuer, and also every other right acquired by the Issuer within the scope of the individual securitisation transactions, are to all intents and purposes assets segregated from those of the Issuer itself and from those relative to other transactions. No actions by creditors, except by the holders of notes issued to finance the purchase of receivables and proceeds, are allowed on any segregated asset.
In April 2002, the Issuer already carried out another debt securitisation transaction pursuant to the Securisation Law, concerning a portfolio of monetary receivables – and each right thereto associated – deriving from residential mortgage loans assigned to the Issuer in November 2001 by Banca Antoniana Popolare Veneto S.c.a.r.l. (a company later incorporated in Banca MPS following the merger on 1 January 2009) (hereafter, the “2002 Securitisation”).
In particular, within the remit of the 2002 Securitisation, the Issuer issued certain series of notes denominated: (a) €982,000,000 Series A Residential Mortgage Backed Floating Rate Notes Due 2020; (b) €53,000,000 Series B Residential Mortgage Backed Floating Rate Notes Due 2020; and (c) €93,810,000 Class C Residential Mortgage Backed Variable Return Notes Due 2020.
It should nevertheless be noted that:
(i) through an agreement entered into on 16 April 2009, according to the provisions of the 2002 Securitization Documents (therein including the terms and conditions of the notes issued in that context) and after having obtained the necessary approvals by the representative of the noteholders, Banca MPS purchased from the Issuer the entire portfolio of receivables assigned to it within the purview of the aforesaid transaction;
(ii) in April 2009, all the proceeds deriving from the transfer to Banca MPS of the portfolio as of the previous paragraph (i), and also all the other proceeds earned by the Issuer within the context of the 2002 Securitisation, were used by the Issuer for the full prepayment of all the notes issued and not yet redeemed in the context of the 2002 Securitisation, and also for the payment of all the relevant costs, charges and expenses;
(iii) through a deed executed on 20 April 2009 named the “Unwinding Agreement”, finally, all the parties involved in the 2002 Securitisation (and also the creditors of the Issuer within the context of the aforesaid transaction), having acknowledged limited petition rights in relation to the payment obligations undertaken by the Issuer in the context of the 2002 Securitisation, and also regular allocation of all the proceeds deriving from the discharge of such payment obligations as of the previous paragraph (ii), irrevocably and unconditionally released the Issuer from all the payment obligations it had assumed in context of the 2002 Securitisation, and concomitantly ordered the winding up of all the contracts executed within the remit thereof.
10 In addition to the activities relative to the 2002 Securitisation as described above and to the transformation from a joint-stock company to a limited liability company resolved on 17 September 2009, the Issuer, subsequent to the date of incorporation, did not perform any additional activity, except for the one relative to the purchase of the Portfolio of Receivables and to the execution of the Securitization Documents and of the other associated documents.
Moreover, pursuant to the Securitization Documents, the Issuer undertook vis-à-vis the Noteholders to not perform certain activities and to not conduct certain actions, with the result that the range of its activities is further limited. In particular, the Issuer pledged to not take on any financial indebtedness, to not perform extraordinary transactions, to not take on ownership interests in other companies, to not hire employees and to not have secondary offices, and more generally to not carry out activities that are not established by the Securitization Documents or in any case instrumental to the carrying out the Securitisation. As a result, assuming the timely fulfilment of such contractual commitments and the legality of the conduct in the relationships with third parties, it is de facto unlikely that third parties other than the parties involved in the transaction might claim credit based on any contractual entitlement against the Issuer.
5.2. General description of the parties participating in the securitization transaction
For the description of the parties participating in the Securitization of Receivables, refer to paragraph 10.3 (Description of the parties which participated in the issue and their respective functions) contained in Part Two – Securities Note.
11 6. MANAGEMENT AND SUPERVISORY BODIES OF THE ISSUER
Pursuant to the articles of association, the Issuer is administered by a sole director, in office for a period no longer than three years. This person possesses the qualifications of integrity and professionalism established by the statutory and regulatory provisions in force.
On the date of this Prospectus, the Issuer's sole director is Mr. Marc Bruno Zanelli, domiciled at the Issuer's registered office, in via Eleonora Duse, 53, 00197, Rome. On the date of this Prospectus, Mr. Marc Bruno Zanelli is ALSO a manager (Dirigente) of MPS Capital Services.
The Issuer has a Board of Statutory Auditors consisting of 3 (three) statutory auditors and 2 (two) alternate auditors. In particular, on the date of this Prospectus, the Issuer's Board of Statutory Auditors is composed as reported in the following table:
Name Office Membership Armando D’Antonio Chairman of the Board of Enrolled in the Italian Register of Statutory Auditors and Statutory Auditors at no. 86195, according to the Auditor Ministerial Decree dated 27 July 1999 published in the Italian Official Gazette no. 77 dated 28 September 1999 Lucio Zannella Statutory Auditor Enrolled in the Italian Register of Auditors at no. 108061, according to the Ministerial Decree dated 25 November 1999 published in the Italian Official Gazette no. 100 dated 17 December 1999 Monica Porcari Statutory Auditor Enrolled in the Italian Register of Auditors at no. 50075, according to the Ministerial Decree dated 12 April 1995 published in the Italian Official Gazette no. 31bis dated 21 April 1995 Alessandro Malfatti Alternate Auditor Enrolled in the Italian Register of Auditors at no. 87263, according to the Ministerial Decree dated 27 July 1999 published in the Italian Official Gazette no. 77 dated 28 September 1999 Bernardo Rocchi Alternate Auditor Enrolled in the Italian Register of Auditors at no. 119341, according to the Ministerial Decree dated 21 June 2000 published in the Italian Official Gazette no. 56 dated 18 July 2000
All the members of the Board of Statutory Auditors possess the qualifications of integrity, professionalism and independence established by the law and regulatory provisions in force.
12 7. ISSUER’S QUOTAHOLDER
The Issuer 's stock capital amounts to €100,000.00 (one hundred thousand), fully subscribed and paid-in. The Issuer 's stock capital is fully held by Stichting Perimetro, a foundation formed under Dutch law with registered office in Amsterdam, Claude Debussylaan 24, 1082MD, Holland.
On the date of this Prospectus, no ownership interest exists between Stichting Perimetro, the Issuer's sole quotaholder and the companies belonging to the MPS Group. It is noted however that MPS Capital Services funded the purchase of the full ownership interest of Stichting Perimetro in the Issuer through the granting of a non-interest bearing loan to be repaid in a lump sum in 2044 pursuant to a loan agreement executed on 11 September 2009.
13 8. FINANCIAL INFORMATION REGARDING THE ISSUER'S ASSETS AND LIABILITIES, FINANCIAL STANDING, AND PROFITS AND LOSSES
8.1. Statement to be issued if, on the date of registration or of formation, the Issuer has not initiated the activity and if, on the date of this Registration Document, financial statements have not been drafted yet
Not applicable.
8.2. Financial information
8.2.1. Financial information for the financial years ended as of 31 December 2010 and as of 31 December 2009
The financial statements of the Issuer for fiscal years ended 31 December 2009 and 31 December 2010 are included in this Prospectus under Annexes 2 and 3, respectively.
The financial statements have been translated into the English language solely for the convenience of international readers. The Issuer accepts responsibility for the correct translation of the information set out therein.
8.2.2. Audit of financial information
The Issuer's Financial statements as at 31 December 2010 approved by the Issuer's quotaholders' meeting on 29 April 2011 was subject to full audit by the auditing firm Reconta Ernst & Young S.p.A. which issued an unqualified opinion on 11 April 2011. Such opinion is attached to this Prospectus as Annex 4.
The Issuer's Financial statements as at 31 December 2009 approved by the Issuer's shareholders' meeting on 23 April 2010 was subject to full audit by the auditing firm Reconta Ernst & Young S.p.A. which issued an unqualified opinion on 6 April 2010. Such opinion is attached to this Prospectus as Annex 5.
8.3. Legal and arbitration proceedings
The Issuer is not aware of any governmental, administrative, legal or arbitration proceeding, pending or threatened, which may have, or has had in the recent past and in any case during a period covering at least the previous 12 months as from the date of this Prospectus, significant repercussions on its capital or financial position or its income.
8.4. Negative variations of the Issuer's financial standing
As of the date of this Prospectus, the Issuer certifies that there have been no material adverse changes to its financial standing or to its future prospects subsequent to its last published audited financial statements.
14 9. THIRD PARTY INFORMATION AND STATEMENT BY EXPERTS AND DECLARATIONS OF ANY INTEREST
9.1. Statements and reports by experts
No statement or report was issued by experts for the purposes of drafting Part One - Registration Document.
9.2. Third party information
Part One - Registration Document does not contain third party information.
15 10. DOCUMENTS ACCESSIBLE TO THE PUBLIC
As long as the Series B Notes are listed on the Irish Stock Exchange, copies of the following documents will be available in physical form for inspection free of charge during usual office hours on any Business Day (excluding public holidays) at the registered office of the Issuer:
- the Loan Assignment Contract;
- The Mortgage Loan agreement (including the loan amortisation scheme);
- the Servicer Contract;
- the Corporate Services Agreement;
- the Cash and Payment Management Agreement;
- the Intercreditor Agreement;
- the Interest Rate Swap Contract;
- the Pledge Contract;
- the Deed of Charge;
- the Scheduled Amortisation Profile of the Series B Notes, updated from time to time as needed;
- every other agreement that may have been executed by the Issuer in proximity to the Issue Date for the successful outcome of the securitisation;
- any public communication or document arranged by the Rating Agency in relation to the Series A Notes;
- the memorandum of association and articles of association of the Issuer;
- the financial statements for the financial year ended as at 31 December 2010;
- the financial statements for the financial year ended as at 31 December 2009;
- Reconta Ernst & Young S.p.A.'s audit opinion for the year 2010;
- Reconta Ernst & Young S.p.A.'s audit opinion for the year 2009;
- the market value analysis of the Real Estate Assets arranged by REAG as at 31 July 2009;
- the rental market analysis of Real Estate Assets arranged by REAG as at 31 July 2009; and
- the appraisal report pursuant to section 2343, paragraph 1, of the Italian civil code concerning the valuation of the going concern of MPS Immobiliare S.p.A. subject to contribution in favor of the Consortium, arranged by PricewaterhouseCoopers S.p.A. on 23- 27 July 2009.
16 The Prospectus will be published on the websites of, respectively, the Irish Stock Exchange (www.ise.ie) as long as the Series B Notes are listed on the Irish Stock Exchange, and the Central Bank (www.centralbank.ie) for one year only.
Any references to websites and website addresses (and the contents thereof) do not form part of this Prospectus.
17
PART TWO – SECURITIES NOTE
18 PRELIMINARY WARNING
The rights arising from the Series B Notes are regulated by the Terms and Conditions of the Notes, which are attached to this Prospectus as Annex 1. Investors are invited to carefully examine the provisions of such terms and conditions.
1. PERSONS RESPONSIBLE
Casaforte S.r.l., with registered office in via Eleonora Duse 53, Rome, legally represented by the sole director, Mr. Marc Bruno Zanelli, vested with the necessary powers, assumes the responsibility for the information contained in Part Two – Securities Note of this Prospectus with the exception of the information for which Banca Monte dei Paschi di Siena S.p.A. and/or Perimetro Gestione Proprietà Immobiliari S.c.p.A. assume their respective responsibility.
Banca Monte dei Paschi di Siena S.p.A., with registered office in Piazza Salimbeni 3, Siena, Italy legally represented by the Chairman of the Board of Directors, Mr. Giuseppe Mussari, vested with the necessary powers, assumes the responsibility for the information contained in paragraph 9.2.3 (Description of the Loan Agreement) jointly with Perimetro Gestione Proprietà Immobiliari S.c.p.A., 9.2.4 (Significant collateral representations and warranties provided to the Issuer in relation the securitised assets), 9.2.9 (The Real Estate Assets) 9.2.10 (Determination of the ERV and passing rent), 9.2.11 (OMV), 9.2.12 (Structural costs relative to the Real Estate Assets), 10.3.2 (Originator), 10.6 (Name, address and significant activities of the parties from which the securitised assets originate) of Part Two – Securities Note of this Prospectus.
Perimetro Gestione Proprietà Immobiliari S.c.p.A., with registered office in via Garibaldi 60, Siena, Italy legally represented by the Executive Director, Mrs. Mara Elettra Balboni, assumes responsibility for the information contained in Part Two - Securities Note of this Prospectus with regards to what is reported in paragraphs 9.2.2.1 (Description of the Consortium as debtor pursuant to the Mortgage Loan Agreement) and 9.2.3 (Description of the Loan Agreement) of Part Two – Securities Note of this Prospectus jointly with Banca MPS.
1.1. Declaration of Responsibility
Please refer to Paragraph 1.2 of Part One – Registration Document of this Prospectus.
19 2. RISK FACTORS
2.1. General Warnings
Before making any investment decision with regard to the Series B Notes, the investors are invited to carefully read this Prospectus. The investors should in particular consider that the investment in the Series B Notes implies general and specific risks, including certain risks relative to the Issuer, described in Part One – Registration Document of this Prospectus, and others risks relative to the Series B Notes described further on. The investors are also invited to evaluate the specific risk factors relative to Perimetro Gestione Proprietà Immobiliari S.C.p.A., as the Debtor of the Loan subject to securitisation, and also to Banca Monte dei Paschi di Siena S.p.A. and to the other companies of the banking group which it heads, as debtors of the Rents assigned by way of security in favor of the Issuer.
It's necessary that the investor performs a transaction involving the Series B Notes only after having understood the nature and exposure to the risks which it entails.
The investor must consider that the Series B Notes present risk/yield profiles whose evaluation requires special skill. It's important that the investor carefully assesses whether the Series B Notes are an investment compatible with his/her particular capital, financial and economic position.
2.2. Potential conflicts of interest between the parties participating in the transaction - concentration of roles by Banca MPS and other companies of the same group
Within the purview of the Securitisation and the corporate and financial transactions that caused the incorporation of the Consortium, Banca MPS and other companies of the MPS bank group have played and still play a large number of roles which result in a concentration of the credit risk of the holders of Series B Notes and could in the future result in instances of conflict of interests.
2.2.1. Risks deriving from the concentration of the credit risk with just one debtor pool
Even though neither Banca MPS nor the other companies of the MPS bank group have granted any security interest with respect to the Notes and to the Issuer’s obligations toward its creditors, the latter's ability to meet its payment commitments with the Noteholders depends in the first place on the solvency of Banca MPS and of the other companies of the group which lease the Real Estate Assets. In fact the Rents paid by Banca MPS and by the other companies of the MPS bank group are the primary source of income for the Consortium, i.e. the principal debtor of the Mortgage Loan securitised by the issuing of the Notes. The default in payment of the Rents on the part of Banca MPS and/or of the other companies of the MPS bank group would not allow the Consortium to duly fulfill its respective payment obligations pursuant to the Loan Agreement in favor of the Issuer and, indirectly, for the latter to duly fulfill its the respective payment obligations in favor of the Noteholders.
Furthermore, Banca MPS and other companies of the MPS bank group are shareholders of the Consortium with a total stake equal to approximately 7.9% of the class A shares: (with voting rights) and to the totality of the class B shares without voting rights. As shareholders of the Consortium, Banca MPS and the other companies of the MPS bank group which lease the property may be called to make contributions and other payments in favor of the Consortium in order to ensure its proper management by covering the costs and expenses, also pursuant to section 2615- ter, paragraph 2, of the Italian Civil Code.
20 Finally, Banca MPS is also a creditor of the Consortium, having executed an inflation-linked loan agreement with the latter with a countervalue in capital of €1,000,000.00 (one billion/00), as well as debtor of the Consortium pursuant to a deposit agreement of a corresponding amount executed in order to neutralise the risk of fluctuation of the inflation-linked rental component.
2.2.2. Risks deriving from the concentration of the counterparty risk in Banca MPS
In addition to the investment, debtor and creditor relationships pursuant to the previous paragraph 2.2.1 (Risks deriving from the concentration of credit risk with just one debtor pool), Banca MPS plays a large number of technical roles within the purview of the Securitisation. In particular:
(i) Banca MPS acted as the Originator, being the bank which granted and subsequently assigned the Mortgage Loan, the Receivables of which are subject to the Securitisation, to the Issuer; in this capacity, Banca MPS made certain representations and warranties with respect to the receivables assigned and to the security interests which back them in favor of the Issuer;
(ii) Banca MPS also acts as the agent bank pursuant to the Mortgage Loan Agreement and the Servicer contract, pursuant to and for the purposes of section 2, paragraph 3, letter c) of the Italian law no. 130 dated 30 April 1999;
(iii) Banca MPS acts as Cash Manager and Account Bank for the management of the Issuer's current accounts and cash;
(iv) finally, Banca MPS acts as Interest Rate Swap Counterparty, providing the Issuer with a hedging against the risk of interest-rate fluctuation.
Lastly, it is noted that MPS Capital Services, a company belonging to the MPS bank group, acted as Placement Agent and Arranger in relation to the Series B Notes. Additionally MPS Capital Services funded the purchase by Stichting Perimetro of the Issuer's entire share stock through the granting of a non-interest bearing loan (see Section 7 (Issuer’s Quotaholder) of Part One – Registration Document).
In consideration of the various roles played by Banca MPS in the context of the Securitisation, the unexpected occurrence of an insolvency event with respect to Banca MPS would make it necessary for the Issuer to simultaneously replace a large number of technical counterparties of the Securitisation, including firstly, the Interest Rate Swap Counterparty (remaining exposed, from the moment of Banca MPS's insolvency and until the substitution has been consummated, to the risk of mismatching between the fixed interest rate of the Mortgage Loan and the floating-rate interest owed on the Series A Notes starting as of 30 June 2012).
2.2.3. Risks relative to the management of the Portfolio of Receivables
The Receivables and the other rights included in the Portfolio of Receivables subject to Securitisation will be collected by Banca MPS as Servicer, who acts in the name and on behalf of the Issuer pursuant to the Servicer Contract, with the obligation to provide a report of its actions in favor of the Issuer. The cash flow deriving from the Portfolio of Receivables may be subject to the decisions, to the actions or to the collection procedures adopted by the Servicer. In order to mitigate the risk that, in case of insolvency by Banca MPS, the Issuer finds itself in legal action as an unsecured creditor with the other creditors of the Servicer for the sums which the latter collected for and on behalf of the Issuer, the Servicer Contract provides that the sums collected directly by the Servicer on behalf of the Issuer are accredited on accounts held in the name of the Issuer (in particular on the Collections Account or, as the case may be, on the Extraordinary
21 Collections Account) within one workday immediately after collection.
Furthermore, in case of insolvency of the Servicer or its default to the obligations undertaken pursuant to the Servicer Contract, the Issuer will have the option to unilaterally replace Banca MPS with a third-party Servicer, also in order to prevent since the beginning any hypothesis of conflict in the event of enforcement of security interests backing the Mortgage Loan.
2.3. Risks relative to the Debtor – dependency of the Consortium on the Rents paid by the tenants and the contributions due from the partners of the Consortium
The primary source of income for the Consortium, the Debtor of the securitized Mortgage Loan, is represented by the income deriving from the lease agreements executed with the partners of the Consortium, and also by the BMPS Commitment. In case of default, the Consortium's ability to in turn discharge the pecuniary obligations undertaken vis-à-vis the Issuer pursuant to the Loan Agreement will depend mainly on the Consortium's ability to compel the satisfaction of its rights, or also to obtain the release of the assets included among the Real Estate Assets and lease out said rented assets to other parties under favorable terms. The same risk exists in the event the Tenants, availing themselves of the privilege established by section 27, paragraph 8, of the Italian law no. 392 dated 27 July 1978 (Leasing of urban property assets), withdraw from the lease agreements due to serious reasons.
Furthermore, being syndicated in nature and performing its activity according to mutual criteria and not profit-making criteria predominantly in favor of its partners, the Consortium could find itself needing to request to its partners the payment of contributions pursuant to section 2615-ter, paragraph 2, of the Italian Civil Code.
Finally, the Consortium executed an index-linked loan agreement and a corresponding deposit agreement with Banca MPS seeking to neutralise the risk of fluctuation in the inflation-linked rental component.
Consequentially, the Consortium's solvency and financial standing are closely related to the solvency and to the timely discharge of payment obligations undertaken in its favor by Banca MPS and other companies of the MPS bank group.
Each of these risks relative to the Consortium, should they actually occur, could cause a delay in the repayment of the Loan on the part of the Consortium with respect to the envisaged progressive amortisation and, as a result, a delay by the Issuer in the repayment of the principal of the Series B Notes according to the Scheduled Amortisation Profile. In these cases, the Issuer and Banca MPS will take action to promptly notify the market and the Noteholders through the publication of a notice on the Placement Agent's website and Banca MPS's website (and also according to the additional forms possibly indicated by the Representative of the Noteholders in order to ensure proper publicity and dissemination of said notice).
2.4. Absence of updated independent assessments on the Real Estate Assets
Further to the assessment arranged by REAG as at 31 July 2009, the Issuer did not conducted further analysis or investigations aimed at ascertaining the value of the Real Estate Assets. Nevertheless, MPS Immobiliare stated certain representations and warranties in favor of the Consortium concomitantly with the contribution of the Real Estate Assets through the execution of the Ancillary Agreement; any receivables deriving from this Ancillary Agreement have been assigned as security interest for the Mortgage Loan Agreement on the part of the Consortium, and as a result they have been transferred in favor of the Issuer as an integral part of the securitized
22 Portfolio of Receivables.
2.5. Revocation of payments
Pursuant to section 4, paragraph 3, of the Italian Securitization Law, the payments made by the Debtor in relation to the Receivables in favor of the Issuer are not subject to revocation according to section 67 of the Italian bankruptcy law in the event that the Consortium is subject to bankruptcy proceeding. Nevertheless, in case of payments made by the Debtor in relation to the Receivables as prepayment of the Loan (that is to say before the date originally executed for the repayment of the Receivables), said payments (all assumptions being met) could nevertheless be declared ineffective pursuant to section 65 of the Italian bankruptcy law, the special exemption regime whereof the Securitization Law not being applicable. It should nevertheless be specified that the cases of prepayment of the Loan are restricted and limited to the sale of the mortgaged property assets included in the Real Estate Assets and to the cases of voluntary and obligatory prepayment pursuant to section 6 of the Loan Agreement, since it has been established a gradual repayment of the Loan according to a pre-established amortisation plan.
2.6. Risks relative to the Notes
2.6.1. Limited collectability of the Series B Notes and subordination with respect to the principal of the Series A Notes and the senior costs of the Securitisation
Nature of the Series B Notes
The Series B Notes are debt securities issued against securitised receivables pursuant to and for the purposes of the sections 1 and 5 of the Italian Securitization Law.
Parties obliged to repay the Series B Notes
The Notes are debt securities only of the Issuer, limited to the availability of the sums received or recovered in relation to the Receivables, to the Real Estate Assets subject to mortgage and to the Issuer's other rights pursuant to the security interests that concern the securitised Receivables and the other Securitization Documents. However, the Series B Notes are neither debt securities of nor a source of responsibility for Banca MPS, the debtor Consortium, nor of or for any other party of the Securitization Documents.
Limited collectability of the Series B Notes
By subscribing the Notes, the Noteholders accept that, should the Issuer's available funds deriving from the securitised assets, even subsequent to enforcement of the security interests which back them, be insufficient to fully repay the principal and interests and also any other amount owed to them, they may not file any additional claim pertaining to the amounts not paid.
Subordination of the Series B Notes to the principal of the Series A Notes and to certain costs associated with the Securitisation
The Series B Notes are junior notes with respect to the repayment of the principal of the Series A Notes, according to the Priority of the Payments each time applicable.
Likewise, the Noteholders accept that their credit obligations vis-à-vis the Issuer are subordinate with respect to the credit obligations of certain other creditors of the Issuer with respect to costs or transactions that have arisen in the context of the Securitisation according to the Priority of Payment each time applicable (for further details regarding the Priority of Payment see section 6 of the Terms and Conditions of the Notes attached to this Prospectus as Annex 1.). However,
23 according to the Issuer's forecasts, the cash flow deriving from the Portfolio of Receivables are and will be sufficient each time to cover said costs. Furthermore, the Issuer created an Expense Fund in the amount of Euro 100,000 in order to cope with cash shortfalls for the payment of transaction costs, which, if used, must be replenished on each Interest Payment Date
2.6.2. Risk deriving from prepayment of the Series B Notes
The Terms and Conditions of the Notes establish the continuous repayment of the Series B Notes as a function of the proceeds collected for the repayment of the Mortgage Loan. Therefore, in the event of voluntary prepayment of the entire Mortgage Loan on the part of the Consortium acting as Debtor (for example in case of refinancing at one of the pre-established dates), the Series B Notes will be in turn subject to prepayment with respect to the Scheduled Amortisation Profile (as fully reported in the Terms and Conditions of the Notes attached to this Prospectus as Annex 1). Consequentially, the Series B Notes embody, indirectly, the typical risk of a prepayment option exercisable by Debtor (and as a consequence by the Issuer).
There is no guarantee that, in case of prepayment, the situation of the financial market is such as to allow the investor to reinvest the sums collected as a result of the prepayment of the Series B Notes at a yield equal to at least the one of the prepaid Series B Notes.
Furthermore, should the Notes be repaid in advance - in whole or in part - within eighteen months from the Issue Date, the Issuer will be obliged to pay an amount equal to 20% of the interests, premiums, and other returns accrued up until the time of the prepayment, pursuant to section 26 of the Decree of the President of the Republic no. 600/73. For the sake of clarity, note that the prepayment of the Series B Notes within the first eighteen months from the Issue Date (and the resulting supplemental withdrawal of the 20% on the interests, premiums and other returns accrued up until time of the prepayment) may take place only on the occurrence of a default by the Issuer that can be qualified as an “Enforcement Event” pursuant to the Terms and Conditions of the Notes. In fact, the Terms and Conditions of the Notes do not provide for any additional cases in which the principal of the Series B Notes may be repaid, not even in part, before 18 months have elapsed from the Issue Date. Finally, for the sake of completeness, it should be pointed out that where a Tax Allowance pertaining to the amounts due in relation to the Series B Notes is imposed, neither Issuer nor any other party will be obliged to indemnify the Noteholders.
2.6.3. Risks relative to the sale of the Series B Notes before the maturity date
In the event that the investor wishes to sell the Series B Note before their natural maturity, the sale price will be influenced by various elements, including:
- a change in the market value of the Portfolio of Receivables subject to Securitisation;
- the volatility of interest rates;
- the characteristics of the market in which the Series B Notes will be traded (Liquidity Risk); and
- the losses in the value of the Series B Notes if management and guarantee fees as well as placement fees are established.
The abovementioned elements may result in a reduction of the price of the Series B Notes even below their par value and it is emphasized that the combination of said elements could cause, as a result of the offsetting of the relevant effects generated, an overall effect on the value of the Series B Notes different from the effects expected for each individual element.
24 As a consequence, should the investors decide to sell the Series B Notes before the Final Maturity Date, the market value of the Series B Notes could be lower, even significantly, than the subscription price or the purchase price of the Series B Notes (or the amount initially invested) and therefore the actual yield of the investment could also be significantly different or lower than the actual yield hypothesized at the time of the subscription or purchase assuming that investment would be held until maturity. However, these facts do not influence the repayment value which is still equal to 100% of the par value.
2.6.4. Risk that the Series B Notes are incompatible for comparison with other types of securities
The Series B Notes are asset backed debt securities and therefore have a risk level different from risk-free notes (i.e. notes which offers a risk-free yield such as, for example, government bonds, whose returns are in general considered free of risk of debtor default). The comparison with these notes might therefore be not compatible.
2.6.5. Limits to individual actions and role of the Representative of the Noteholders
The Series B Notes are fractions of a unitary loan and, similarly to what takes place for bonds, all the holders are contracting parties in a trade organization vested with specific powers and whose decisions are binding for all its members. This organization operates through two bodies: the Noteholders' meeting and the Representative of the Noteholders. The noteholders’ meeting, which resolves according to procedures and with the majority established in the issuance regulation, has exclusive jurisdiction, among other things, on the appointment and revocation of the Representative of the Noteholders, and also on further matters of primary interest for the Noteholders, therein including, as an example, the decisions inherent to any amendments to the issuance regulation of the Notes or the issuing of the authorisations requested by the Issuer in order to derogate to the commitments undertaken by the latter pursuant to the mentioned issuance regulation.
Vice versa, pursuant to the Terms and Conditions of the Notes, the Representative of the Noteholders shall have the power to consent to – for and on behalf of the Noteholders - amendments, derogations or waivers relative to the Terms and Conditions of the Notes, to the Securitisation Documents or to the Consortium and Loan Documents (within the limits to which for such purposes the Issuer's consent is required in its capacity as Lender) without needing to convene a special Noteholders' meeting, provided that said amendments, derogations or waivers:
(a) are formal in nature or have the purpose of remedying a material mistake; or also
(b) according to the reasonable opinion of the Representative of the Noteholders, they do not substantially prejudice the interest of the Noteholders (or simply of the series of Notes to which such amendments or waivers refer).
More generally, the pro tempore Representative of the Noteholders is charged with protecting and coordinating the common interest of the Noteholders and of the other parties of the transaction vis-à-vis the Issuer, also with consequential limitations to the individual exercise of the rights incorporated in the Notes.
Any individual actions promoted by the Noteholders to protect their respective rights and interest must first be communicated to the Representative of the Noteholders. Moreover, the Noteholders may not engage in any individual action should such action be incompatible with the resolutions of the Noteholders’ meeting or with the provisions of the Intercreditor Agreement, or in relation to matters expressly reserved to the jurisdiction of the Noteholders' meeting or of the Representative
25 of the Noteholders.
As of the date of this Prospectus and starting from the issuance of the Series B Notes, the Representative of the Noteholders is KPMG Fides Servizi di Amministrazione S.p.A. ("KPMG"), with registered office in via Vittor Pisani, 27, 20124 Milan. KPMG is a highly qualified corporation that professionally and habitually represents holders of notes issued within the purview of securitisation transactions. The Issuer appointed KPMG as the Representative of the Noteholders pursuant to the Intercreditor Agreement, also in the interest of the Noteholders. The purchase of the Notes entails the acceptance of KPMG's appointment by the Noteholders, it being understood that, pursuant to the issuance regulation, the latter have at any time the power to revoke and replace the Representative of the Noteholders designated by the Issuer through a specific resolution of the Noteholders’ meeting according to the procedure and with the majorities established in such regulation.
Finally it is mentioned that the purchase of the Notes entails the acceptance of the Intercreditor Agreement executed between the Issuer and all the securitisation counterparties for the successful outcome of the transaction. In fact, following the adherence of the Representative of the Noteholders to such agreement, the actions thereof will also be binding for the Noteholders. This agreement establishes reciprocal limitations to the individual exercise of the rights of each of the Issuer's creditors pursuant to the Notes and the other Securitization Documents, therein including the Noteholders, for the purpose of coordinating and preserving their common interests.
2.6.6. Risk of change of the Scheduled Amortisation Profile
The Series B Notes establish a gradual repayment of the principal amount from the date of 31 December 2030 until 31 July 2033 according to a pre-arranged amortisation plan (the “Scheduled Amortisation Profile”). The Scheduled Amortisation Profile establishes the satisfaction of the holders of the Series B Notes exclusively through the timely collection of the Rents which allow the continuous repayment of the Loan, in the absence of authorised disposals of the property assets subject to the Mortgage. This plan may however be subject to change in proportion to the proceeds actually collected through the securitised Receivables. In particular, the shortfalls in proceeds collected through the securitised Receivables with respect to those anticipated for a specific date during the life of the Series B Notes could result in a lengthening of the Scheduled Amortisation Profile, whereas the receipt of more proceeds (for example, as a result of a Prepayment of the securitised Loan following an Authorised Disposal of the property assets subject to the Mortgage) could result in an acceleration of the aforementioned amortisation plan.
In consideration of the above, the investor must to keep in mind that its investment in Series B Notes could have, as a consequence of the simultaneous occurrence of certain circumstances, a duration different than the one originally established according to the Scheduled Amortisation Profile. For more information with regard to the Scheduled Amortisation Profile of the Series B Notes, please refer to Paragraph 8.2 of the Terms and Conditions of the Notes attached to this Prospectus as Annex 1.
2.6.7. Risk associated with the change of the tax treatment relative to the Series B Notes
The Substitute Tax on income in the amount of 12.50% is applicable, the requirements of the law having been met, to the interest, premiums and other proceeds deriving from the Notes.
It is not possible to anticipate if such tax treatment will be subject to change during the life of the Series B Notes nor it is possible to rule out that, in case of change, the aforementioned values might diverge, even appreciably, from those that will actually be applicable to the Series B Notes in
26 correspondence with each Payment Date for the corresponding interest.
The revenues arising from the Series B Notes are subject to the tax treatment from time to time in force. The investor could be harmed by a prospective aggravation of the tax treatment caused by an increase in the currently existing taxes or by the introduction of new taxes, that would decrease the actual net yield of the Series B Notes.
Present and future taxes and fees, which by law burden the Series B Notes and/or the relevant interest, premiums and other returns are incumbent upon the relevant Noteholders. Consequentially, if subsequent to modifications of the tax treatment it becomes necessary to withhold taxes, the investors will receive an amount lower than the one expected. The Issuer is unable to foresee if changes will be introduced to the tax treatment and to what degree they will have an impact on the Series B Notes.
27
3. KEY INFORMATION
3.1. Interests of natural and juridical persons which participated in the issuance and placement of the Series B Notes
The parties in various capacities involved in the issuance and in the placement of the Series B Notes, as well as in the corporate and financial transactions which caused the incorporation of the Consortium, have interests in the transaction potentially in conflict with the interests of the investor. This conflict may arise in some cases following the fact that certain parties involved in the transaction belong to the same group.
In particular, the investor is invited to take into account the following factors which may constitute conflicts of interest:
(i) Banca MPS and other companies belonging to the MPS Group are involved in the Securitisation in a large number of roles. In particular, Banca MPS assigned the Receivables (as described in the following paragraph 4.7 (Description of the rights, including any limitation thereof, associated with the Series B Notes and their exercise) here in Part Two - Securities Note) to the Issuer, performs the collection and recovery actions for the amounts due in relation to the Receivables in its capacity as Servicer, and furthermore provides some cash services in favor of the Issuer both in its capacity as Account Bank and in its capacity as Cash Manager. Banca MPS also intervenes within the purview of the Securitisation as Interest Rate Swap Counterparty, having committed itself to hedge the Issuer against certain financial risks relative to the payment of the interests accrued on the Notes. Banca MPS and other companies of the relevant bank group finally are part of the Consortium's shareholder structure, with an interest on the whole equal to approximately 7.9% of the share capital with voting rights. These companies of the MPS Group are also the tenants of the properties included in the Real Estate Assets, and Banca MPS according to the MPS Commitment is also jointly and severally liable for the payment obligations undertaken by these companies as Tenants;
(ii) the Receivables assigned to the Issuer derive from a Mortgage Loan granted on 7 July 2009 by Banca MPS in favor of MPS Immobiliare S.p.A., a company of the MPS Group, according to a loan agreement executed on 3 July 2009 and later amended concomitantly with the Execution Date (the “Loan Agreement”). Pursuant to the contribution of assets composing a going concern performed by MPS Immobiliare S.p.A. through a deed dated 31 July 2009, the Loan Agreement and the obligations deriving therefrom were assigned as part of the going concern to Perimetro Gestione Proprietà Immobiliari S.c.p.A.;
(iii) MPS Capital Services Banca per le Imprese S.p.A., a MPS Group company, acted as Placement Agent in relation to the Series B Notes (earning a management and guarantee fee for this activity). MPS Capital Services moreover funded the purchase of the Issuer's entire share stock by Stichting Perimetro through the granting of a non-interest bearing loan (see Section 7 (Issuer’s Quotaholder) of Part One – Registration Document).
The above-mentioned circumstances could generate situations with conflicts of interest.
For further information about the potential conflicts of interest relative to the other parties participating in the Securitisation, refer to the previous paragraph 2.2 (Potential conflicts of interest between the parties participating in the transaction - concentration of roles by Banca MPS and other companies of the same group) here in Part Two – Securities Note.
28 4. INFORMATION CONCERNING THE NOTES TO BE ADMITTED TO TRADING
4.1. Total amount of securities being admitted to trading
520 Series B Notes with nominal value of €250,000 (or successive multiples of €1,000 each) have been issued and admitted to trading.
4.2. Description of the Series B Notes
The Series B Notes which are the object of this Prospectus are asset-backed financial instruments issued pursuant to section 5 of the Italian Securitisation Law.
The Series B Notes have been issued on 22 December 2010 with the following denomination: “Euro 130,000,000 Series B Asset Backed Fixed Rate Notes with Incremental Principal up to Euro 235,000,000 due 30 June 2040”.
Concomitantly with the 520 Series B Notes with nominal value of €250,000 or successive multiples of €1,000 each (it therefore being understood that transfers and/or subdivisions of the Series B Notes for units of amounts less than €250,000 are not allowed), the Issuer also issued the Series A Notes and the Series Z Notes. Series B Notes and Series Z Notes are subordinate, with respect to the principal repayment and within the limits established by the Terms and Conditions of the Notes, to the Series A Notes, it being understood that, before the occurrence of an Enforcement Event, the interest payments on the Series B Notes have priority with respect to the principal repayment of the Series A Notes.
Only the Series A Notes were subject to public offering pursuant to and for the purposes of the provisions of section 94 and the following sections of the Italian Financial Consolidation Act and the relevant enforcement measures, as subsequently supplemented and amended. The Series B Notes and the Series Z Notes were not subject to public offering and were offered exclusively to professional and/or qualified investors.
The Series B Notes have been issued at par value (the "Issue Price") and will be repaid at par value.
The Series B Notes were assigned ISIN code IT0004644644.
4.3. Legislation based on which the Series B Notes have been created
Italian law.
4.4. Rules governing the circulation of the Series B Notes
The Series B Notes are issued in dematerialized form and are centralized at Monte Titoli S.p.A. through authorised intermediaries, in accordance with the provisions of section 83-bis and following sections of the Legislative Decree No. 58 of 24 February 1998 (the “Consolidated Financial Act”) and the relevant implementary measures, as supplemented or amended from time to time.
The holders of the Series B Notes may not request the issuing of any document representative of the Series B Notes.
4.5. Issue currency of the Series B Notes
29 The issue currency of the Series B Notes is Euro.
4.6. Rating of the Series B Notes
The Series B Notes have not be assigned a credit rating.
4.7. Description of the rights, including any limitation thereof, associated with the Series B Notes and their exercise
The Notes are not subject to section 2410 and the following sections of the Italian Civil Code concerning bonds. The payment obligations undertaken by the Issuer vis-à-vis each Noteholder is a limited recourse debenture, depending in terms of risk on the possible insufficiency of funds, coming from the recoveries and from the proceeds on the assets assigned to the Issuer, to pay the interests and to repay the principal. The payment obligations relative to the Series B Notes can be satisfied only through the proceeds collected or in any case recovered in relation to the portfolio of monetary receivables by way of principal, interests and other appurtenances (respectively, the “Portfolio of Receivables” and the "Receivables") – deriving from an Mortgage Loan (the "Loan") granted on 7 July 2009 by Banca MPS to MPS Immobiliare S.p.A. (“MPS Immobiliare”) and subsequently assigned, following the contribution of assets representing a going concern by MPS Immobiliare effective as of 31 July 2009 (the “Contribution”) to Perimetro Gestione Proprietà Immobiliari S.c.p.A. (the "Debtor" or the “Consortium”) through a contract executed on 3 July 2009, notarized by the public Notary Mario Zanchi (repertory no. 27905, collection no. 12266), as later amended concomitantly with the Execution Date (the “Loan Agreement”) – assigned to the Issuer, together with all the security interests and the other rights, actions, powers and appurtenances thereto.
The rights deriving from the Series B Notes, including the repayment of the principal amount and the payment of the interests on each Payment Date, as well as the relevant order of payments, are governed by the Terms and Conditions of the Notes (please refer to Annex 1 to this Prospectus).
Specific functions to protect the interests of the Noteholders are performed by the representative of the Noteholders (the “Representative of the Noteholders”) which is also appointed to exercise the rights vested with the Noteholders. Pursuant to the Terms and Conditions of the Notes and the Intercreditor Agreement, the Noteholders cannot undertake any individual action if such action is incompatible with the resolutions of the Noteholders' meeting or with the provisions established by the Intercreditor Agreement, or if regards matters reserved expressly to the jurisdiction of the Noteholders's meeting or the Representative of the Noteholders.
For further details concerning the functions performed by the Representative of the Noteholders and the Noteholders' organization, refer to paragraph 4.11 (Representative of the Noteholders and Noteholders' organization ) here in Part Two – Securities Note.
4.8. The nominal interest rate and the instructions relative to the interest and to the premiums to be paid in relation to the Series B Notes
Please refer to the information reported in Paragraph 7 of the Terms and Conditions of the Notes attached to this Prospectus as Annex 1.
In addition, it has to be taken into consideration that, according to the Italian law, the time limit on the validity of claims is 5 years with respect to the payment of interests and 10 years with respect to the repayment of principal, from the date on which they are due.
30 4.9. Maturity date, amortisation method and repayment of the Series B Notes
Please refer to Paragraph 8 of the Terms and Conditions of the Notes attached to this Prospectus as Annex 1.
4.10. Indication of yield and priority of payments and repayment
With respect to the Series B Notes, the interest rate for each Interest Period is:
(a) until the Payment Date on which the Series A Notes are fully repaid (inclusive)
i. for a portion corresponding only to the Initial Nominal Value of the Series B Notes, equal to 7.41% per year; and
ii. for a portion corresponding only to the Actual Nominal Value of the Series B Notes, equal to 2.94% per year;
(b) starting from the Payment Date on which the Series A Notes are fully repaid (exclusive), equal to 2.94% per year (calculated on the Actual Nominal Value of the Series B Notes).
With respect to the priority of payments of interests and repayment of principal, please refer to the information reported in Paragraph 6 of the Terms and Conditions of the Notes attached to this Prospectus as Annex 1.
4.11. Representative of the Noteholders and Noteholders’ organization
In proportion to each fraction held, the Noteholders are contracting parties in an organization having the purpose of coordinating the exercise of their respective rights and protecting their interest vis-à-vis the Issuer.
The Noteholders' rights and powers may be exercised only according to the provisions of section 13 (Organization of the Noteholders and amendments to the Terms and Conditions) of the Terms and Conditions of the Notes (attached to this Prospectus as Annex 1).
Concomitantly with the issue of the Notes, the Issuer has appointed KPMG Fides Servizi di Amministrazione S.p.A., with registered office in via Vittor Pisani, 27, 20124 Milan as the Representative of the Noteholders.
Through the subscription or the subsequent purchase of the Notes, each holder accepts the appointment of the Representative of the Noteholders as its legitimate representative (without prejudice to the Noteholders' right to revoke and replace the Representative of the Noteholders so appointed through a resolution of the Noteholders’ meeting according to the procedures and the majority established by the Terms and Conditions of the Notes) and accepts to be bound by the Securitisation Documents thereby executed for and on behalf of the Noteholders. The Noteholders benefit of, are subject to and are deemed to know the provisions of the Securitisation Documents applicable to them, including the Intercreditor Agreement.
The Representative of the Noteholders performs specific functions to protect their interests and is commissioned to exercise the rights vested with the Noteholders and with the other Creditors of the Issuer, according to the Terms and Conditions of the Notes and the Intercreditor Agreement.
The Representative of the Noteholders has the power to consent to amendments, derogations or waivers relative to the Terms and Conditions of the Notes or to the Securitisation Documents for and
31 on behalf of the Noteholders without needing to convene a special Noteholders' meeting, provided that they are formal in nature or are aimed at remedying a material mistake, or do not substantially prejudice, according to the reasonable opinion of the Representative of the Noteholders, the interest of the Noteholders (or simply of the series of Notes to which said amendments or waivers refer). No modification, derogation or waiver may be granted whensoever the Rating Agency, if consulted by the Representative of the Noteholders, has confirmed that said amendment, derogation or waiver will have a negative impact on the rating of the Series A Notes; whenever instead the Rating Agency has not expressed any opinion in regard thereto, the Representative of the Noteholders may act according to its reasonable judgment.
The Representative of the Noteholders is also obliged to call the Noteholders’ meeting to resolve upon requests having as their subject matter one of following matters (the “Reserved Matters”):
(i) to authorise the Consortium to perform divestiture transactions on the Real Estate Assets different from an Authorised Disposal, unless such transactions have a value less than €500,000 on an individual basis and €1,000,000 on overall annual basis (in which case the Representative of the Noteholders will have the option, though not the obligation, to call a meeting of the Noteholders);
(ii) to authorize the Consortium to agree upon an amendment, a waiver or a derogation to the Lease Agreements which entails a reduction of the overall amount of the Rents or of the ancillary pecuniary obligations undertaken by the Tenants, or also a deferment of their payment;
(iii) to authorize an amendment, a waiver or a derogation to the Loan Agreement or to the contracts defining the Security Interests which entail a reduction of the Issuer's receivables pursuant to the Loan Agreement, or also a deferral of their payment;
(iv) to declare the occurrence of a default event causing termination of the agreement, withdrawal, or loss of the benefit of the time-limit pursuant to the Loan Agreement and to levy execution on the Security Interests (without prejudice to the Representative of the Noteholders' power to implement emergency initiatives);
(v) any other matters identified as Reserved Matters for the Noteholders' meeting.
The Representative of the Noteholders must execute the resolutions of the Noteholders' meeting and protect the common interest of the latter in the transactions with the Issuer and with the Issuer's other Creditors. It has the right to participate in the Issuer's shareholders' meeting. To protect the common interest, it is vested to act as legal representative of the Noteholders in any proceedings, including bankruptcy. The Representative of the Noteholders may be replaced by a resolution of the Noteholders' meeting according to the provisions of the Terms and Conditions of the Notes.
4.12. Authorisations
The Issuer resolved to issue the Notes on 15 September 2010.
4.13. Issue Date of the Notes
The Issue Date of the Notes was 22 December 2010.
4.14. Any restrictions to the unrestrained transferability of the Notes
32 The Notes are subject to the legitimacy and circulation regime whereof Consolidated Financial Act.
The Series A Notes, that were the subject of a public offering, are freely transferable.
The Series B Notes may be transferred only to professional and/or qualified investors.
4.15. Brief description of the Series A Notes as senior notes, with respect to the repayment of the principal, of the Series B Notes
Investors are invited to consider that, with respect the repayment of the principal amount, the Series B Notes are junior notes of the Senior A Notes. A brief description of the Series A Notes is hereinbelow reported. The rights deriving from the Notes, including the Series A Notes and the Series B Notes, are governed by the Terms and Conditions of the Notes, which are attached as Annex 1 to this Prospectus. Investors are therefore invited to carefully examine the provisions of such regulation. Series A Notes
Below are the main characteristics of the Series A Notes.
Total Issued Amount €1,536,640,000.00
Minimum amount €1,000
Issue Price 100%
Fitch Rating A – (A minus)
Issue Date 22 December 2010
Value Date 22 December 2010
Expected Maturity Date According to the Scheduled Amortisation Profile (see the next item “Repayment” with regard thereto), 31 December 2030, save for prepayment (optional or also obligatory) or delayed payment of the Loan.
Final Maturity Date 30 June 2040
Repayment The Series A Notes repay 100% of the nominal value through a gradual amortisation at each Payment Date starting from 31 December 2014, in proportion to the cash flows available to the Issuer from time to time from the continuous repayment of the corresponding Loan on the part of the Debtor, according to the Priority of Payment.
The Scheduled Amortisation Profile establishes the satisfaction of the holders of Series A Notes exclusively through the timely receipt of the Rents which allow the continuous repayment of the Loan, in the absence of authorised disposals of the property subject to the Mortgage.
Since the Series A Notes are financial instruments with limited recourse, the expected amortisation profile means only the repayment limit estimated in good faith by the Issuer for each Payment Date; whenever the Issuer does
33 not have sufficient available funds on a Payment Date, the repayment may be deferred even beyond the Expected Maturity Date, according to a new amortisation profile (see Clause 8.3 (Modification of the Scheduled Amortisation Profile) of the Terms and Conditions of the Notes on this matter). It is moreover possible that the Series A Notes are subject to prepayment with respect to the Expected Maturity Date, as specified below.
In any case, the Notes are repayable on the Final Maturity Date.
The table below shows the full Expected Amortisation Profile of the Series A Notes (values rounded to the second decimal place).
Payment Reference Notional Series A Repayment Date Amount for Series A 30-Jun-11 1.536.640.000 - 31-Dec-11 1.536.640.000 - 30-Jun-12 1.536.640.000 - 31-Dec-12 1.536.640.000 - 30-Jun-13 1.536.640.000 - 31-Dec-13 1.536.640.000 - 30-Jun-14 1.536.640.000 - 31-Dec-14 1.536.640.000 334.983.312 30-Jun-15 1.201.656.688 37.675.309 31-Dec-15 1.163.981.379 37.733.173 30-Jun-16 1.126.248.206 37.782.741 31-Dec-16 1.088.465.466 37.842.937 30-Jun-17 1.050.622.529 37.895.089 31-Dec-17 1.012.727.439 37.957.730 30-Jun-18 974.769.709 38.012.578 31-Dec-18 936.757.132 38.077.779 30-Jun-19 898.679.353 38.135.443 31-Dec-19 860.543.910 38.203.327 30-Jun-20 822.340.583 38.263.932 31-Dec-20 784.076.651 38.334.626 30-Jun-21 745.742.025 38.398.301 31-Dec-21 707.343.724 38.471.938 30-Jun-22 668.871.785 38.538.819 31-Dec-22 630.332.966 38.615.539 30-Jun-23 591.717.427 38.685.771 31-Dec-23 553.031.656 38.765.720 30-Jun-24 514.265.936 38.839.448 31-Dec-24 475.426.488 38.922.778 30-Jun-25 436.503.710 39.000.161 31-Dec-25 397.503.549 39.087.032 30-Jun-26 358.416.517 39.168.232 31-Dec-26 319.248.285 39.258.810 30-Jun-27 279.989.475 39.343.997 31-Dec-27 240.645.479 39.438.457 30-Jun-28 201.207.022 39.527.809 31-Dec-28 161.679.213 39.626.334 30-Jun-29 122.052.879 39.720.038 31-Dec-29 82.332.841 39.822.818 30-Jun-30 42.510.022 39.921.069
34 31-Dec-30 2.588.954 2.588.954 30-Jun-31 - - 31-Dec-31 - - 30-Jun-32 - - 31-Dec-32 - - 31-Jul-33 - -
Assuming the timely and full receipt on a semi-annual basis of the amount owed to the Issuer by the Debtor, by the Tenants and by the others counterparties pursuant to the Securitisation Documents, the Scheduled Amortisation Profile shown above may be subject to deceleration only if new and contingents costs chargeable to the Issuer arise in the future (in which case the Scheduled Amortisation Profile will be subject to recalculation as established by the Terms and Conditions of the Notes).
Prepayment The Series A Notes may be subject to prepayment with respect to the Expected Maturity Date, against (voluntary or also obligatory) prepayment of the Mortgage Loan.
In particular, a portion of the Loan must be prepaid in correspondence with each Authorised Disposal by the Debtor. The Debtor in fact has the option to proceed with Authorised Disposals as of 31 December 2014, within the limit of 5% per year (with respect to the overall value of property included in the Real Estate Assets) and of 90% on a cumulative basis.
Furthermore, the Debtor has the right to prepay the entire Loan at certain pre-established dates, and precisely on 31 December 2020, on 30 June 2021, on 31 December 2023, on 30 June 2024, on 31 December 2026, on 30 June 2027, on 31 December 2029, on 30 June 2030, on 31 December 2032, and finally on 31 July 2033. This Loan prepayment must nevertheless take place for an amount sufficient to fully reimburse the Series A Notes and the Series B Notes.
Interest rate of the Fixed rate of 3.00% for the Payment Dates starting from 30 June 2011 Dividend (inclusive) and until 30 June 2012 (inclusive) and then a floating rate equal to the 6-month Euribor + 1.05% for the Payment Dates starting from December, 31 2012 (inclusive).
Dividend Payment Date On 30 June and 31 December of each year. The first Payment Date falls on 30 June 2011.
For further information please refer to the information reported in Paragraph 7 of the Terms and Conditions of the Notes attached to this Prospectus as Annex 1.
Calculation Conventions Dividends are calculated based on 30/360 calculation and taking as reference each Interest Period, or each of the periods starting on 1 July (inclusive) and ending on 31 December (inclusive) of each year and starting on 1 January (inclusive) and ending on 30 June (inclusive) of each year, it being understood that:
(i) the first Interest Period started on the Issue Date (inclusive) and will end
35 on 30 June 2011 (inclusive);
(ii) with respect to the year 2033, the first of the two relevant interest periods will start on 1 January 2033 (inclusive) and end on 31 July 2033 (inclusive); and
(iii) with respect to the year 2039, the first of the two relevant interest periods will start on 1 January 2039 (inclusive) and end on 31 July 2039 (inclusive).
Trading on secondary The Issuer will not trade the Series A Notes on multilateral trading systems markets (MTF or Multilateral Trading Facilities).
Nevertheless the Series A Notes are assisted by a so-called equivalent issue spread buyback service, according to which, for the entire life of the notes and for the entire amount issued, their value will be calculated discounting the future cash flows paid by the notes themselves at the benchmark rates quoted on the market plus the spread determined at the time of the issue and equal to 146.5 basis points (the so-called “equivalent issue spread”). As a consequence of this service, the price of the Series A Notes will be insensitive to the positive or negative variations of credit spreads of the Series A Notes and in particular to any variations of the credit rating of the Issuer or of Banca MPS (except for the case in which the Issuer, Banca MPS or MPS Capital Services are insolvent).
This service allows for a general stability of the listing of the Series A Notes in relation to which the subscriber, on one hand, cannot benefit from the price increases that could occur, with conditions being equal, in case of any improvements of the credit rating associated with the Notes with respect to the one defined during the issue, whereas, on the other hand, it will not endure a price decrease due to possible worsening of the creditworthiness associated with the notes themselves.
The “equivalent issue spread” represents the increase applied to the market rates in evaluating the Series A Notes when issued (and therefore, essentially, in discounting the future cash flows paid by the Series A Notes) so that the Issue price of the Notes themselves, including all the cost items, are equal to 100%.
In particular MPS Capital Services – as Placement Agent – trades the Series A Notes on the internalisation system (“SIS”) pursuant to section 1, paragraph 5-ter, of the Consolidated Financial Act, according to the law provisions applicable from time to time (therein including the official interpretive criteria published by the supervisory authority), named "De@l Done Trading" (“DDT”) where MPS Capital Services, as sole trader, sustains the liquidity continuously providing buy and/sell offers whose prices is regularly updated (according to the provisions established in the rules for operation of the system itself).
It is specified that MPS Capital Services, a company belonging to the banking group headed by Banca MPS, as well as the sole trader on the SIS DDT for the Series A Notes acted as the Placement Agent for the Series A Notes,
36 therefore in a potential conflict of interest situation.
The execution of buy or sell orders on the SIS DDT takes place according to the operating regulation of the SIS published on the website www.mpscapitalservices.it.
The price of the buy and sell bids on the SIS DDT is from time to time determined by MPS Capital Services by increasing (in case of purchase on the part of the customer) by a margin up to a maximum of 0.50% or decreasing (in case of sale by the customer) by a margin up to a maximum of 0.50% the value obtained from the sum of the current assessments of the debt component and of the embedded derivatives component of the Series A Notes.
37 5. ADMISSION TO TRADING AND DEALING ARRANGEMENTS
5.1. Trading on regulated markets
This Securities Note is aimed at the listing and admission to trading of the Series B Notes on the Irish Stock Exchange. The Series B Notes are not listed on other regulated markets.
5.2. Paying and depository agents
The payment of the dividends and the repayment of principal shall be performed through the intermediaries participating in the Monte Titoli S.p.A. system. Monte Titoli S.p.A.’s registered office is in Via Mantegna 6, 20154 Milano.
38 6. EXPENSE OF THE ADMISSION TO TRADING
The total expenses related to admission to trading of the Series B Notes are estimated at € 10,000.
39 7. ADDITIONAL INFORMATION
7.1. Consultant mentioned in the Securities Note
Within the purview of the issue of the Notes Mediobanca – Banca di Credito Finanziario S.p.A. and MPS Capital Services acted as arrangers (the "Arrangers").
MPS Capital Services within the purview of the Securitisation acted also as Placement Agent for the Notes.
Mediobanca holds also a minority interests in the Consortium, equal to approximately 9.7% of the shares with voting rights.
7.2. The issuing of expert opinions
For the purpose of drafting this Part Two - Securities Note no opinion or report by experts was issued with the exception of the assessment of the Real Estate Assets owned by the Debtor prepared by REAG – Real Estate Advisory Group S.p.A. (“REAG”) as at 31 July 2009 (for further details regarding this appraisal refer to subsequent paragraph 9.2.9 (The Real Estate Assets) here in Part Two - Securities Note).
REAG’s registered office is in Viale Vittorio Veneto no. 4, 20124 Milan. REAG is a company that offers professional and independent specialist consulting to the real estate sector and is part of the American Appraisal group, a world leading financial valuation company, founded in Milwaukee in 1896. REAG has no material interest in the Issuer.
7.3. Information originating from third parties
This Part Two - Securities Note does not contain information originating from third parties.
7.4. Rating assigned to the Series B Notes and Series A Notes
The Series B Notes have not been assigned a credit rating.
The credit rating of the Series A Notes (which are senior notes of the Series B Notes with respect to the repayment of the principal according to the Terms and Conditions of the Notes) was subject to analysis and assessment - according to the provisions of section 2, paragraph 4, of the Italian Securitisation Law concerning notes subject to securitisation transactions offered to non- professional investors - by Fitch Ratings Ltd., a rating agency operating in the international financial markets and having the qualifications of professionalism and independence established by the CONSOB resolution no. 12175 concerning the Rules bringing into effect section 2, paragraph 5, of the Italian Securitisation Law.
According to the abovemntioned CONSOB resolution no. 12175, the credit rating of the Series A Notes was subject to analysis by Fitch Ratings Ltd, with registered office in 101 Finsbury Pavement, London EC2A 1RS, United Kingdom.
The Rating Agency granted the Series A Notes a rating in line with the rating of Banca MPS, i.e. A- (A minus). For detailed information regarding the rating scale adopted by Fitch Rating refer to the published document “Definitions of Ratings and Other Forms of Opinion” which can be consulted
40 on the internet site www.fitchratings.com.
Should said rating change, the Issuer and Banca MPS will provide timely information through the publication of a notice on the website of the Placement Agent and of Banca MPS (as well as through the further modalities indicated by the Representative of the Noteholders in order to ensure the satisfactory divulgation and dissemination of said notice).
The rating agency rated the Series A Notes through examination of the legal and financial profiles; this analysis was based on the expected cash flow and the assets used as security interests for the payments of interest and for the repayment of the principal of the Notes, while also taking into account commitments made by Banca MPS vis-à-vis the Consortium as debtor pursuant to the BMPS Commitment. In particular, the connection between the rating of the Series A Notes and the rating of Banca MPS (the so-called full credit-link) was determined to exist – though in the absence of a direct guarantee with respect to the Series A Notes on the part of Banca MPS – mainly in light of the payment obligations taken on within the purview of the transaction by Banca MPS and other MPS Group companies, in various capacities and at various levels, either on the basis of a sole liability (payment of the Rents and other amounts owed to the Consortium as tenant; payment of the contributions and other amounts owed to the Consortium by the Consortium partners; payment of the amounts due to the Issuer according to the Interest Rate Swap; payment of the amounts jointly and severally owed to the Consortium pursuant to the Deposit Agreement) or on the basis of a jointly liability (BMPS Commitment).
Until repayment of the Series A Notes, the rating agency will periodically monitor the developments in the securitisation and, in particular, the trends in recoveries and collections.
41 8. THE FINANCIAL INSTRUMENTS
8.1. Total nominal value of the Series B Notes
The total nominal value of the Series B Notes is equal to €130,000,000 and is subject to increase up to €235.000.000
8.2. Sources of information regarding the financial instruments
This Part Two - Securities Note contains information also regarding subjects who did not participate directly in the issue and admission to trading phases for the Series B Notes but – given that they are contracting parties to the Securitization Documents - have contributed to the realisation of the Securitisation. The information concerning such subjects contained in this document were reported faithfully.
42 9. THE UNDERLYING ASSETS
9.1. Capacity of the securised assets to produce funds to service any payment due and payable on the Notes
The source of the funds for the payment of interests and the repayment of principal in relation to the Notes consists of the proceeds collected through the Portfolio of Receivables. The Portfolio of Receivables includes the receivables arising for any reason from the Loan Agreement, together with all the security interests and guarantees and all the other rights, actions, powers and appurtenances to said receivables. In particular, the receivables included in the Portfolio of Receivables are secured, inter alia, by the following security interests:
(i) first lien mortgage granted to guarantee the Loan in favor of Banca MPS, in its capacity of lending bank, in relation to the Real Estate Assets; and
(ii) assignment by way of security of the Rents and the other sums due to the Debtor by the Tenants according to the lease agreements relative to the Real Estate Assets, registered according to and by effect of section 2918 of the Italian Civil Code. Following this assignment, the tenants were given irrevocable instructions so that the payment of the Rents is made directly on the Collections Account, owned by the Issuer. The Issuer enjoys a lien on the receivables for the payments of the Rents; also, according to the provisions of the Loan Agreement, the Issuer has definitely the right to keep the sums thereby collected assigning them on behalf of the Debtor as payment for what it owed in relation to the Receivables (net of the Inflation Component, which will be instead be used by the Debtor to manage its payment obligations with respect to the Inflation-Linked Loan Agreement).
It is noted that the timely payment of the Rents and of every other sum owed in relation to the Real Estate Assets constitutes the primary source of the funds for the Debtor to pay all the sums due pursuant to the Loan Agreement, and therefore, in the final instance, for the actual realization by the Issuer of the receivables included in the Portfolio of Receivables.
The Portfolio of Receivables, in terms of quality and amount, is capable of generating the financial resources that are necessary and sufficient to guarantee repayment of the Series B Notes.
According to the above, the suspension or the delay in the payment of the Rents by the Tenants in favor of the Consortium could cause the no-payment or delayed payment of the Receivables owed pursuant to the Loan Agreement by the Consortium itself in favor of the Issuer. In turn, the no- payment or delayed payment of the Receivables in favor of the Issuer by the Consortium could cause the no-payment or delayed payment of what is due by the Issuer itself in relation to the Notes starting from the subsequent Payment Date.
In the event of suspension or delay in the payment of the Rents on the part of the Tenants - and in order to protect its credit obligations, even for the benefit of the Noteholders - the Issuer will have the right to enforce the contractual remedies established by the Securitisation Documentation through the party that is appointed on a case by case basis as Servicer and under the supervision of the Representative of the Noteholders. In particular, being the assignee of the Rents by way of security, the Issuer has the right to demand their discharge on the part of the Tenants, undertaking due actions for this purpose, including legal action. Likewise, in case of no-payment or delayed payment of the Receivables owed by the Consortium pursuant to the Loan Agreement, the Issuer has the right to demand compliance on the part of the Consortium and to undertake any due action,
43 including legal action, if necessary declaring the Consortium itself to have forfeited the time limit in favor of the creditor thereby triggering the immediate repayment of the Loan and having the option to enforce the security interests included in the Portfolio of Receivables. These initiatives will be implemented by the Issuer through the party appointed as Servicer on a case by case basis (even different from the one initially appointed, subject to revocation, if the position of the latter entails a conflict of interests), under the supervision of the Representative of the Noteholders.
According to the Terms and Conditions of the Notes, the mere occurrence of an default event causing termination, withdrawal or forfeiture of time-limit according to the Loan Agreement will definitely empower the Representative of the Noteholders to declare in writing to the Issuer the occurrence of an Enforcement Event, so demanding the prepayment of the A Notes, together with the interest accrued upon them. In exercising this power, the Representative of the Noteholders must act according to the diligence of agent, in the best interest of the Noteholders; in any case the Representative of the Noteholders will be obliged to declare the occurrence of an Enforcement Event whenever required by the Noteholders' meeting.
Should the occurrence of an Enforcement Event be declared, the Notes shall immediately become collectable at their par value, together with any accrued and unpaid interests and every other sum due to the Noteholders. Subsequent to the forwarding of the aforesaid notification, the Representative of the Noteholders will start every action to protect the rights of the Noteholders, according to what is established by section 12 (Enforcement Events) of the Terms and Conditions of the Notes.
9.2. Information on Portfolio of Receivables
9.2.1. Legal system concerning the securitised assets
The Loan Agreement, the Receivables deriving therefrom and the relevant security interests are governed by the Italian law.
9.2.2. Description of the debtors
9.2.2.1. Description of the Consortium as debtor pursuant to the Mortgage Loan Agreement
The consortium, acting as debtor of the Receivables deriving from the Mortgage Loan, is a company formed on 24 July 2009 in the legal form of an incorporated partnership, according to section 2615- ter of the Italian Civil Code under the name “Perimetro Gestione Proprietà Immobiliari S.c.p.A.”
The registered office of the Consortium is in via Garibaldi 60, Siena, Italy.
The Consortium was enrolled in the companies register of Siena on 27 July 2009. The registration number and tax code in the companies register of Siena is 01269730527.
As of the date of this Prospectus, the Consortium has a fully paid-up share capital equal to €158,038, composed by 133,300 category A shares (the “A Shares”) with voting rights and 24,738 category B shares (the “B Shares ”) which are non-voting but subordinate in the loss sharing and privileged in dividing up the assets following the liquidation with respect to the A Shares.
In particular, as of the date of this Prospectus the Consortium's partnership structure is composed as follows:
44 Company A Shares % B Shares % Total number % of shares Beni Stabili Gestioni 26,793 20.100% 26,793 16.954 S.p.A. SGR Manutencoop Facility 26,793 20.100% 26,793 16.954% Management S.p.A. Siram S.p.A. 26,793 20.100% 26,793 16.954% Net Insurance S.p.A. 26,660 20.000% 26,660 16.869% Mediobanca Banca di 12,930 9.700% 12,930 8.182% Credito Finanziario S.p.A. Banca Monte dei 8,726 6.546% 2,245 9.075% 10,971 6.942% Paschi di Siena S.p.A. Grapevine RE S.r.l. 2,131 1.599% 2,131 1.348% Consorzio Operativo 1,429 1.072% 1 0.004% 1,430 0.905% Gruppo MPS AXA Assicurazioni 667 0.500% 667 0.422% S.p.A. MPS Capital Services 189 0.142% 1 0.004% 190 0.120% Banca per le Imprese S.p.A. MPS Leasing & 76 0.057% 1 0.004% 77 0.049% Factoring S.p.A. MPS Gestione Crediti 59 0.044% 1 0.004% 60 0.038% Banca S.p.A. Consum.it S.p.A. 33 0.025% 1 0.004% 34 0.022% Monte Paschi 18 0.014% 1 0.004% 19 0.012% Fiduciaria S.p.A. MPS Immobiliare 3 0.002% 22,487 90.901% 22,490 14.231% S.p.A. Overall Total 133,300 100% 24,738 100% 158,038 100%
As can be observed in the table reported above, the B Shares are exclusively owned by the companies being part of the MPS Group. In particular, the 22,487 B Shares underwritten by MPS Immobiliare S.p.A. (“ MPS Immobiliare”) were paid-up through a contribution of real estate assets to the Consortium (the “Going Concern”), according to section 2342, paragraph 3, of the Italian Civil Code, composed, inter alia:
(a) of service-sector property assets leased to MPS Group companies (the “Real Estate Assets”);
(b) of the debt relative to the Loan (as defined below);
(c) of the lease agreements relative to the Real Estate Assets; and
(d) of the other agreements appurtenant to each property included in the contributed Real Estate Assets.
Given the syndicated aims of the Consortium, its corporate purpose is to coordinate and perform the administration and management activities concerning the Real Estate Assets owned by the Consortium itself, in order to rationalize and optimize the operational capabilities of the individual
45 partners. The Consortium may, according to the By-Laws, perform non-mutualistic activities in favor of third parties only as a last resort, within the limits established by the regulation approved by the management body of the Consortium aimed at governing the technical, economic and administrative operations of the Consortium (the “Consortium Regulation”).
Consortium By-Laws
- Availability
The By-laws of the Consortium is available for inspection at the registered office of the Consortium in via Garibaldi 60, Siena, Italy. A copy of the By-laws is also publicly available at the Italian Chamber of Commerce of Siena.
- Provisions of the By-laws in force that could affect the composition of the corporate capital
(i) The B Shares holders have the right to redeem all (and only all) of the A Shares, under the conditions and according to the terms and the procedures established by the By-laws, as of 31 December 2020 or as of 30 June 2021 and subsequently every 3 years and then in 2033.
(ii) According to section 2437, paragraph 4, of the Italian Civil Code, the Consortium partners who own A Shares (which are not and never have been holders of B Shares) may withdraw, under specific conditions, in certain specific cases, including (i) the entry into force of an imperative law provision or of a regulation of the public authorities pursuant to which such partners are obliged to pay contributions beyond those established by the Consortium Regulation and (ii) the adoption of amendments of the By-laws and/or of the Consortium Regulation which result in similar consequences and with respect to which the partners have expressed an unfavorable vote.
(iii) The partners who hold A Shares have an option to sell all and only all of the A Shares to the holders of the B Shares, exercisable on 31 July 2033.
- "Hybrid instruments"
The Consortium set up the category of the hybrid instruments, according to section 2346, paragraph 6, of the Italian Civil Code, denominated “Strumenti Finanziari Partecipativi PGPI 2010” (hereafter, “Hybrid Instruments”). The By-laws establishes that the Board of Directors may issue the Hybrid Instruments for a maximum nominal value equal to approximately €80,000,000, against a cash contribution of a corresponding amount. As of the date of this Prospectus the Board of Directors of the Consortium resolved the issuance of Hybrid Instruments for a total amount of €69,900,000, fully subscribed by institutional investors. The subscription of the Hybrid Instruments grants each holder the right to proportionally subscribe the Series Z Notes. According to the Hybrid Instruments Regulation (as defined below), the Hybrid Instruments may circulate only together with the corresponding Series Z Notes.
The characteristics of the hybrid instruments, therein including content, duration, circulation and operation rules are governed by the regulation attached at the bottom of the By-laws (hereafter, the “Hybrid Instruments Regulation”).
In particular, and according to the Hybrid Instruments Regulation, the holders of the Hybrid Instruments are assigned property rights correlated with net results of the divestment activity of one or more property assets included among the Real Estate Assets of the Consortium and also administrative rights according to which, at the special meeting of the Hybrid Instruments holders, they are vested with the power, inter alia, (a) according to section 2376 of the Italian Civil Code, to approve the resolutions of the general meeting of the Consortium shareholders which are detrimental for the rights of the Hybrid Instruments holders; (b) the appointment, revocation, and
46 replacement of a member of the Consortium Board of Directors; and (c) the appointment, revocation, and replacement of the Representative of the Noteholders.
The Hybrid Instruments Regulation establishes as well the right to redeem the Hybrid Instruments by the holders of the B Shares.
Consortium Regulation
The Consortium Regulation in force was adopted by the management body of the Consortium pursuant to section 2 of the By-laws with the purpose of governing the technical, economic and administrative matters of the Consortium.
In particular, the Consortium Regulation establishes:
(a) the criteria for dividing, among the partners, the Consortium's expenses in exchange for the provision of the Consortium’s related services to the latter; with regard thereto, an obligation is established for the partners to pay the Consortium, upon request of the Board of Directors, a sum of money in order to provide the Consortium with a flow of financial means and income sufficient to cover the costs, expenses and commitments associated with the operation and management of the Consortium (the “Reinvoices”). The Reinvoices are apportioned among the Consortium partners in proportion to the actual fruition of the services rendered by the Consortium to each partner, in particular against the leasing of the property assets.
(b) the determination of the periodic contribution owed by the partners in order to ensure the operation of the Consortium, according to section 2615 ter, paragraph 2, of the Italian Civil Code; the partners are thereupon obliged to pay, upon request of the Board of Directors, pecuniary contributions in addition to the Reinvoices (the “Contributions ”). These Contributions will also be apportioned among the Consortium partners in proportion to the actual fruition of the services rendered by the Consortium to each partner, in particular against the leasing of the real estate assets. The Contributions have a residual nature and are meant to cover the Consortium's expenses and losses not otherwise covered. The Contributions may be paid in the form of non-refundable payments and/or to cover losses.
The Consortium Regulation also contains certain provisions that specify the limitations within which the Consortium may proceed with the disposal of assets belonging to the Real Estate Assets. In particular, the Consortium may assign, as of 1 January 2015, property assets to an extent not greater than (i) 5% on an annual basis, and (ii) 90% on a cumulative basis, with respect to the overall value of the assets included among the Real Estate Assets, as resulting from the appraisal report arranged pursuant to section 2343 and following sections of the Italian Civil Code on the occasion of the contribution of the latter to the Consortium (the “Authorised Disposals”).
Administration, management and control bodies
- Board of Directors
As of the date of this Prospectus the Consortium is managed by an Board of Directors appointed for the 2009/2011 three-year period and composed of the following 3 (three) members.
Name Office Mara Elettra Balboni Executive Director Pascal Bernard Director Sergio Verucci Director
47 It is understood that the holders of the Hybrid Instruments have the right to appoint an additional member of the Board of Directors, as established in the Hybrid Instruments Regulation.
The resolutions of the Board of Directors are duly taken with the actual presence of the majority of the directors and the favorable vote of the majority of the directors present. It is specified, however, that for certain matters, the By-laws expressly require a grater quorum of votes.
The Board of Directors its domiciled for all its functions at the registered office of the Consortium in via Garibaldi 60, Siena, Italy.
- The Board of Statutory Auditors and auditing of the financial statements
As of the date of this Prospectus the Consortium has a Board of Statutory Auditors appointed for the 2009/2011 three-year period and composed of the following members:
Name Office Membership Phone number
Giovanni Marabissi Chairman of the Enrolled in the Italian Register of +39 0578 64287 Board of Statutory Auditors at no. 34926, according Auditors and to the Ministerial Decree dated 12 Statutory Auditor April 1995 published in the Italian Official Gazette no. 31bis dated 21 April 1995
Sirio Franchetti Statutory auditor Enrolled in the Italian Register of +39 329 6144074 Auditors at no. 24836, according to the Ministerial Decree dated 12 April 1995 published in the Italian Official Gazette no. 31bis dated 21 April 1995
Franco Belli Statutory auditor Enrolled in the Italian Register of +39 339 7036758 Auditors at no. 4483, according to the Ministerial Decree dated 12 April 1995 published in the Italian Official Gazette no. 31bis dated 21 April 1995
Roberto Angeli Alternate auditor Enrolled in the Italian Register of Reachable through the Auditors at no. 1525, according to staff of the Consortium the Ministerial Decree dated 12 at + 39 0577 276171 April 1995 published in the Italian Official Gazette no. 31bis dated 21 April 1995
Eugenio Giomarelli Alternate auditor Enrolled in the Italian Register of Reachable through the Auditors at no. 120500, according staff of the Consortium to the Ministerial Decree dated 19 at + 39 0577 276171 April 2001 published in the Italian Official Gazette no. 36
48 dated 8 May 2001
The auditing of the financial statements is entrusted to the auditing firm KPMG S.p.A., with registered office in Milan, via Vittor Pisani 25.
KPMG S.p.A. is registered under No. 13 in the Special Register (Albo Speciale) maintained by CONSOB and set out in Article 161 of the Financial Law, in compliance with the provisions of Legislative Decree No. 88 of 27 January 1992, and is also a member of the ASSIREVI - Associazione Nazionale Revisori Contabili. The business address of PricewaterhouseCoopers S.p.A. is Via Vittor Pisani 25, Milan, Italy and its phone number is +39 02 67631.
Historical financial information concerning the Consortium
Hereinbelow is a table summarizing the financial information extracted from the balance sheets of the Consortium for the last two financial years.
BALANCE SHEET 31/12/10 31/12/09 ASSETS Fixed assets Tangible assets Lands and properties 1.650.205.367 1.697.919.225 TOTAL 1.650.205.367 1.697.919.225 Financial assets Accounts receivables Other accounts receivables 7.772 3.460 TOTAL 7.772 3.460 TOTAL fixed assets 1.650.213.139 1.697.922.685
CURRENT ASSETS Customers 4.532.908 32.845.727 Advanced taxes 2.750 2.750 TOTAL 4.535.658 32.848.477 Liquid assets Bank and postal deposits 88.894.020 50.209.638 Cash 406 111 TOTAL 88.894.426 50.209.749 TOTAL current assets 93.430.084 83.058.226 Accrued expenses and deferred assets Accrued expenses and other deferred assets 413.330 39.547 TOTAL 413.330 39.547 TOTAL ASSETS 1.744.056.553 1.781.020.458
LIABILITIES Equity Capital 158.038 158.038 Share premium reserve 54.841.421 54.841.421 Legal reserve 31.607 31.607
49 Other reserves 69.904.638 4.638 TOTAL equity 124.935.704 55.035.704
ACCOUNTS PAYABLE Outstanding bank loans 0 1.712.968.110 Payable in next financial year 0 1.672.800.000 To other financing grantors 1.605.205.366 0 Payable in next financial year 1.557.491.507 0 To suppliers 2.435.345 3.236.113 Tax payables 11.477.679 9.777.705 To social securities institutions 2.349 0 Other accounts payable 110 2.826 TOTAL 1.619.120.849 1.725.984.754 TOTAL LIABILITIES 1.744.056.553 1.781.020.458
Hereinbelow is a table summarizing the financial information extracted from the P&L statements of the Consortium for the last two financial years.
PROFIT AND LOSS ACCOUNT 31/12/10 31/12/09 Production Value Revenues from sales and services 102.105.058 42.229.166 Other revenues and receipts Different revenues 73.290.525 33.070.005 TOTAL 175.395.583 75.299.171
EXPENSES Services 7.516.276 4.037.454 Third parties properties 11.629 4.900 Depreciation and value adjustments of tangible fixed assets 47.713.858 19.880.775 Miscellaneous running costs 6.599.866 3.862.654 TOTAL 61.841.629 27.785.783 Difference between value and costs of expenses 113.553.954 47.513.388
Financial income and costs Other financial income From other firms 713.728 816.361 Interests and other financial costs To third parties 95.107.142 40.168.110 TOTAL FINANCIAL INCOME AND COSTS - 94.393.414 - 39.351.749 Exceptional income and costs Income Exceptional profits 489.710 0 Costs Exceptional charges 2.424 0 TOTAL EXTRAORDINARY INCOME AND COSTS 487.286 0 RESULT BEFORE TAXES 19.647.826 8.161.639 Taxes on income for the year (current, deferred and 19.647.826 8.161.638 advanced)
50 PROFIT (LOSS) 0 0
The financial statements of the Consortium for the financial years ending 31 December 2009 and 31 December 2010 were audited by the independent auditor KPMG S.p.A. that, in both the cases, issued an unqualified opinion.
The financial statements of the Consortium are available for inspection at the registered office of the Consortium in via Garibaldi 60, Siena, Italy. A copy of such financial statements is also publicly available at the Italian Chamber of Commerce of Siena.
Description of the principal services offered by the Consortium partners to the Consortium as of the date of this Prospectus
- Contracts relative to the services provided to the Consortium
During the financial year 2010 the Consortium partners, according to the principles regulating the juridical nature and the activities of the Consortium, executed specific service agreements with the Consortium itself aimed at supporting the different operational tasks of the company.
- Contracts relative to the services provided to the Consortium in relation to the Securitisation
It is currently established that Mediobanca S.p.A. will provide certain Securisation-related activities to the Consortium based on an special service agreement, which, in synthesis, include the following: (i) activities relevant to maintaining the Issuer's Corporate Equity Account; (ii) consulting activity in relation to the management of the Securitisation, to the relationships with the rating agencies and with the third counterparties involved in the Securitisation, and to the Loan; (iii) consulting activity for the management of extraordinary events, which may occur within the purview of the Securitisation.
- Insurance contracts in relation to the Real Estate Assets
On 14 January 2010, the Consortium executed an insurance agreement with Axa Assicurazioni S.p.A. having a duration of one year, in order to hedge the properties included among the Real Estate Assets from the main risks associated with the properties themselves.
- Agreements relative to the properties included among the Real Estate Assets
MPS Immobiliare, in its capacity of transferor of the Going Concern, released certain representations and warranties in favor of the Consortium pertaining to the properties included among the Real Estate Assets which were contributed in the Consortium itself; the content of such representations and warranties is in line with the market standard.
This agreement was also executed by Banca MPS as severally and jointly liable for the commitments therewith taken on by MPS Immobiliare.
Description of the main services provided by the Consortium to its partners as of the date of this Prospectus
- Lease of the Real Estate Assets
The Consortium partners belonging to the MPS Group lease the properties included among the Consortium's Real Estate Assets, according to the lease agreements in which the latter took over for MPS Immobiliare, as lessor, after the contribution of the Going Concern.
51 Against the leasing of the properties, an obligation arises for the tenants to pay a rent; the latter is determined on the basis of market value which, every year starting from 1 July 2010, will increase annually in proportion to the change of the harmonized index of the consumer prices for Euro-Areas countries, that is calculated and published every month by EUROSTAT, and to the maximum degree allowed by the legislation pro tempore in force (currently equal to 100% of the above-mentioned index).
The lease agreements establish that the ordinary and extraordinary maintenance of the properties as well as of the relevant plants and appurtenances will be entirely incumbent upon the tenants, with the only exception of the extraordinary structural maintenance of the properties that will be borne by the Consortium. The accessory costs will be entirely incumbent upon the tenants.
The tenants will be allowed to withdraw from the lease agreements only in the following cases: (i) in the cases of withdrawal established by mandatory provisions of the law in force from time to time and (ii) in cases of the transfer of the ownership of the real estate to third parties by the Consortium.
The lease agreement executed by Banca MPS establishes a commitment in favor of the Consortium for the timely fulfilment of the pecuniary obligations undertaken by Consortium partners belonging to the MPS Group (other than Banca MPS) as tenants of the properties included among the Real Estate Assets and deriving from the lease agreements (as amended from time to time) and from the Consortium Regulation.
Description of the main contracts in which the Consortium is a party as of the date of this Prospectus
- Inflation-Linked Loan Agreement and Deposit Agreement
For the purposes of ensuring the hedging of the risk of fluctuation of the inflation rate to which it is exposed due to the index-linking of the rents, the Consortium executed an inflation-linked loan with Banca MPS, parameterized with the Inflation Component of the above-mentioned rents. The proceeds that have been received according to the loan were utilized by the Consortium to set up an interest bearing deposit at Banca MPS, London branch. The Consortium's receivable in relation to the depositary for the payment of the remuneration was subject to security assignment in favor of the Issuer, as security interest for the receivables deriving from Mortgage Loan. At the same time, the Consortium's receivables for the return of the capital deposited was subject to security assignment in favor of Banca MPS, as security interest for the receivables deriving from the Inflation-Linked Loan Agreement.
- Description of the Loan Agreement
Subsequent to the contribution of the Going Concern, the Consortium took over MPS Immobiliare (original borrower) in the long-term mortgage loan for an overall maximum amount equal to €1,750,000,000.00 (the “Loan”); the Loan was granted to MPS Immobiliare by Banca Monte dei Paschi di Siena S.p.A. As of the date of this Prospectus, the aggregate amount of the Loan granted and not repaid is about €1,605 million. The Loan is secured by a mortgage on the properties included among the Real Estate Assets; by the assignment by way of security of the receivables deriving from the Lease Agreements; by the assignment by way security of the receivables deriving from the insurance coverage relative to the Real Estate Assets; by the assignment by way of security of the receivables deriving from the Deed of Contribution and from the Ancillary Agreement; by the assignment by way of security of the receivables deriving from the Deposit Agreement and by the pledge of certain current accounts of the
52 Borrower (collectively, the “Security Interests”). The final maturity date of the Loan is 31 July 2039. The following cases are established: (a) voluntary partial prepayment, to be exercised solely on the dates of 31 December 2020 or of 30 June 2021 and, thereafter, on each third anniversary of such dates, as well as on the date of 31 July 2033, for an amount no greater than that necessary one for the full repayment of the Series A Notes and of the Series B Notes; and (b) mandatory prepayment, following the occurrence of pre-established events, including the performance by the Consortium of one or more Authorised Disposals. The Loan Agreement establishes a series of commitments by the Consortium (as borrower) in line with market practice for similar operations. In particular, relevant are the commitment (i) to report any Material Event pursuant to the Loan Agreement, (ii) to not perform acts of divestiture of any of its assets except for the Authorised Disposals, (iii) to not modify its activity, (iv) to not perform extraordinary transactions, such as mergers and/or acquisitions, (v) to fulfill the obligations deriving from its syndicated nature.
9.2.2.2. Description of the debtor pursuant to the Assignment by Way of Security of the Rents relative to the Real Estate Assets
Banca Monte dei Paschi di Siena S.p.A. (“Banca MPS”) - as the lessee of certain properties included among the Real Estate Assets together with other companies of the Monte dei Paschi di Siena Group (the “MPS Group”), and also in the capacity of jointly and severally liable co-obligator with the other tenants of the properties included among the Real Estate Assets pursuant to the BMPS Commitment - is obliged to the payment of the Rents relative to the Real Estate Assets. The aforementioned Rents are the Issuer's primary source of the cash flow necessary to satisfy the rights incorporated in the Notes.
The cash flow necessary for the interest payments and the principal repayment of the Notes also depend on Banca MPS for other reason, in particular:
(i) according to the payment obligations it undertook vis-à-vis the Consortium pursuant to the Deposit Agreement executed in order to neutralize the risk of fluctuation of the inflation-linked rental component;
(ii) payment obligations undertaken vis-à-vis the Issuer by said Banca MPS in its capacity as the Interest Rate Swap Counterparty; as well as
(iii) payment obligations undertaken by MPS as depositary bank of certain current accounts opened by the Issuer within the purview of the Securitisation.
Banca MPS is registered at the Registry of Banks maintained by the Bank of Italy, according to section 13 of the Italian Legislative Decree no. 385 dated 1 September 1993 with number 5274, and also, as a MPS Group company, at the register of banking groups with 1030.6, VAT number and registration at the business register of Siena number 00884060526.
Banca MPS was incorporated as a joint-stock company on 14 August 1995, pursuant the to Italian Law, with deed under the hand and seal of the public Notary Giovanni Ginanneschi (rep. 102609 – “Coll. 30376).
According to section 5 of the Articles of Association, the duration of Banca MPS is set to 31 December 2100, with the exception of any extensions prescribed by law.
The headquarters of Banca MPS is in Piazza Salimbeni no. 3, 53100 Siena, Italy; the telephone
53 number is +39-0577-294 111.
On the date of this Prospectus, Banca MPS is the parent company of the Monte dei Paschi di Siena group, characterized by:
- a central structure of managerial and operational coordination headed by Banca MPS which, as the parent company of the MPS Group, performs the functions of unitary management, governance and control over the subsidiaries in addition to commercial banking activities;
- a distribution structure composed mainly of the banking networks of Banca MPS, Banca Antonveneta S.p.A. and of Biverbanca S.p.A.;
- a production structure composed of the banks and the financial companies of the MPS Group expressly dedicated to the development of specialized financial instruments to be offered to the market (the so-called product companies). In particular, the MPS Group is active in the consumer credit sector through the company Consum.it, in the asset management through Prima S.G.R. S.p.A. – formed through a partnership with Clessidra SGR S.p.A. - in offering medium and long- term credit products and structured finance products, in corporate finance and capital market activities through MPS Capital Services Banca per le Imprese S.p.A. and in offering integrated Lease and Factoring packages through Mps Leasing & Factoring S.p.A.;
- a service structure, made up of the MPS Group companies dedicated to the management of information technology, real estate, and other support activities to the group. In particular, (i) Consorzio Operativo Gruppo MPS develops and manages the group's computer and telecommunication systems, (ii) Mps Gestione Crediti Banca S.p.A. manages the non-performing loans of group, and (iii) Paschi Gestioni Immobiliari S.p.A. manages the real estate assets, operating assets, and non-operating assets of the MPS Group.
The MPS Group operates – through the aforementioned organizational model – in the following main business segments:
(a) retail and private banking by performing borrowing operations and providing financial and non-financial services (also by managing electronic payment instruments) and by offering a wide range of credit brokerage products and services in favor of retail customers. With respect to private customers, a wide range of customized products and services capable of satisfying customers' needs in matters of portfolio management, financial planning, financial consulting and asset management is established;
(b) corporate banking by performing (i) borrowing operations and providing financial services to corporate customers and key clients, (ii) activities for the management and trading of securities, for itself and for third parties and (iii) activities which guarantee the placement of securities, including through participation in special consortiums.
For further information about Banca MPS, and in particular to review its financial statements as of 31 December 2009 and 31 December 2010 (translated also into English), please refer to the webpage of Banca MPS (www.mps.it).
9.2.3. Description of the Loan Agreement
Banca Monte dei Paschi di Siena S.p.A., as lender and Account Bank, (“Banca MPS” or the “Agent” or the “Lender”), on one hand, and MPS Immobiliare S.p.A., as borrower, on the other, executed a Long-term Mortgage Loan (the “Original Loan Agreement ”) on 3 July 2009 for an overall maximum amount equal to €1,750,000,000.00 (the “Loan”). On 31 July 2009, in the context of the
54 contribution of a going concern (the “Contribution”), Perimetro Gestione Proprietà Immobiliari S.C.p.A. (the “Consortium”) took on the debt deriving from the Original Loan Agreement, therefore becoming borrower pursuant thereof. On 21 September 2010, the Consortium, as assignee of the Loan following the Contribution (the “Borrower”) and Banca MPS executed an addendum contract and amended the Original Loan Agreement (the “Loan Agreement”).
The Loan was granted in a lump sum on 7 July 2009 for an amount equal to €1,672,800,000. As a result of later re-payments, on the date of this Prospectus the aggregate amount of the Loan granted and not paid back is equal to approximately €1,581 million.
The loan will expire on 31 July 2039 (the “Final Maturity Date”). The main characteristics of the loan with respect in particular to the repayment and remuneration thereof, as well as to the security interests that back it, are summarized below. Repayment of the Loan The Loan must be repaid according to the amortisation profile reported below on each Interest Payment Date and until the Interest Payment Date falling on 31 July 2033 (inclusive). “Interest Payment Date” means 30 June and 31 December of each year (excluding 30 June 2033) until the Final Maturity Date on 31 July 2033.
Mortgage Loan Scheduled Amortisation Profile Values expressed in €
Principal amount of the Loan Repaid principal amount Date (before repayment) of the Loan 22-Dec-10 1,669,640,000.51 0.00 31-Dec-10 1,669,640,000.51 64,434,634.31 30-Jun-11 1,605,205,366.20 23,856,929.40 31-Dec-11 1,581,348,436.80 23,856,929.40 30-Jun-12 1,557,491,507.40 23,856,929.40 31-Dec-12 1,533,634,578.00 23,856,929.40 30-Jun-13 1,509,777,648.60 23,856,929.40 31-Dec-13 1,485,920,719.20 23,856,929.40 30-Jun-14 1,462,063,789.80 23,856,929.40 31-Dec-14 1,438,206,860.40 23,856,929.40 30-Jun-15 1,414,349,931.00 23,856,929.40 31-Dec-15 1,390,493,001.60 23,856,929.41 30-Jun-16 1,366,636,072.19 23,856,929.40 31-Dec-16 1,342,779,142.79 23,856,929.40 30-Jun-17 1,318,922,213.39 23,856,929.40 31-Dec-17 1,295,065,283.99 23,856,929.40 30-Jun-18 1,271,208,354.59 23,856,929.40 31-Dec-18 1,247,351,425.19 23,856,929.40 30-Jun-19 1,223,494,495.79 23,856,929.40 31-Dec-19 1,199,637,566.39 23,856,929.40 30-Jun-20 1,175,780,636.99 23,856,929.40 31-Dec-20 1,151,923,707.59 23,856,929.40 30-Jun-21 1,128,066,778.19 23,856,929.40 31-Dec-21 1,104,209,848.79 23,856,929.40
55 30-Jun-22 1,080,352,919.39 23,856,929.40 31-Dec-22 1,056,495,989.99 23,856,929.40 30-Jun-23 1,032,639,060.59 23,856,929.40 31-Dec-23 1,008,782,131.19 23,856,929.40 30-Jun-24 984,925,201.79 23,856,929.40 31-Dec-24 961,068,272.39 23,856,929.40 30-Jun-25 937,211,342.99 23,856,929.40 31-Dec-25 913,354,413.59 23,856,929.40 30-Jun-26 889,497,484.19 23,856,929.40 31-Dec-26 865,640,554.79 23,856,929.40 30-Jun-27 841,783,625.39 23,856,929.41 31-Dec-27 817,926,695.98 23,856,929.40 30-Jun-28 794,069,766.58 23,856,929.40 31-Dec-28 770,212,837.18 23,856,929.40 30-Jun-29 746,355,907.78 23,856,929.40 31-Dec-29 722,498,978.38 23,856,929.40 30-Jun-30 698,642,048.98 23,856,929.40 31-Dec-30 674,785,119.58 23,856,929.40 30-Jun-31 650,928,190.18 23,856,929.40 31-Dec-31 627,071,260.78 23,856,929.40 30-Jun-32 603,214,331.38 23,856,929.40 31-Dec-32 579,357,401.98 23,856,929.40 31-Jul-33 555,500,472.58 27,833,084.30 31-Dec-33 527,667,388.28 0.00 30-Jun-34 527,667,388.28 0.00 31-Dec-34 527,667,388.28 0.00 30-Jun-35 527,667,388.28 0.00 31-Dec-35 527,667,388.28 0.00 30-Jun-36 527,667,388.28 0.00 31-Dec-36 527,667,388.28 0.00 30-Jun-37 527,667,388.28 0.00 31-Dec-37 527,667,388.28 0.00 30-Jun-38 527,667,388.28 0.00 31-Dec-38 527,667,388.28 0.00 30-Jul-39 527,667,388.28 527,667,388.28
The Loan Agreement establishes the option for the borrower to exclusively prepay the loan on 31 December 2020 or 30 June 2021 and, afterwards, on each third anniversary of such dates, as well as on 31 July 2033, for an amount no greater than that necessary for the full repayment of the Series A Notes and of the Series B Notes (making allowance for every other expense which must be discharged by the Issuer in the context of the Securitisation with priority against the repayment of such Series of Notes). The amounts repaid may not be reutilized.
The Loan Agreement moreover establishes that the Borrower must obligatorily proceed with the partial prepayment of the Loan upon the occurrence of specific events, including the occurrence of Authorised Disposal of the properties included among the Real Estate Assets.
Interest
As of 22 December 2010, the interest rate applicable to the Loan is equal to 6.64%, until the Interest
56 Payment Date which falls on 31 July 2033 (inclusive) and, afterwards, it will be determined as a function of the ratio between the Rents and the amount of the Loan not yet repaid (the “Interest Rate”).
In case of the non timely or incomplete payment of any amount owed by the Borrower, arrears interest, equal to the Interest Rate applicable each time increased by one basis point per year (the “Default Interest”) will be due.
The interest on the Loan must be paid by the Borrower on each Interest Payment Date (as defined above).
Primary Security Interests backing the loan
The Loan is secured by: a mortgage on the properties included among the Real Estate Assets; from the assignment by way of security of the receivables deriving from the Lease Agreements; from the assignment by way security of the receivables deriving from the insurance coverage relative to the Real Estate Assets, from the assignment by way of security of the receivables deriving from the Deed of Contribution and from the Ancillary Agreement; from the assignment by way of security of the receivables deriving from the Deposit Agreement and from the pledge on certain current accounts of the Borrower
9.2.4. Significant Collateral Representations and Warranties Provided to the Issuer in Relation the Securitised Assets
Banca MPS, in its capacity as the Originator of the Receivables pursuant to the Assignment Agreement, represented and warranted the existence, validity, full ownership and availability of the Receivables assigned, as well as the non-existence of any real charges burdening said Receivables.
9.2.5. Possible rights to replace the assets
The replacement of the assets underlying the issuance is not established; they will therefore on all occasions be represented by the Portfolio of Receivables.
9.2.6. Insurance policies
The Receivables, being assets underlying the issuance, are not backed by any insurance policy.
9.2.7. The possibility of issuing other financial instruments in relation to the Portfolio of Receivables
According to the Securitisation Documents, the Issuer represented and warranted that it neither, approved, authorized nor resolved on the issue of additional financial instruments in relation to the Portfolio of Receivables and has pledged to not approve, authorise nor resolve for the issue of said financial instruments until the date on which all the payment obligations relative to the Notes have been extinguished.
9.2.8. Relationship between the Issuer and the Debtor
Except for the contractual relationship deriving from the Loan Agreement and for the acceptance of the assignment of receivables therefrom deriving, no significant relationship of a corporate or contractual nature exists between the Issuer and the Debtor as of the date of this Prospectus.
57 9.2.9. The Real Estate Assets
9.2.9.1. Appraisal of the Real Estate Assets
The Real Estate Assets subject to the Securitisation include 683 property assets predominantly for bank office or branch use, having a gross surface area of 766,500 sqm.
The Real Estate Assets are fully leased to companies belonging to the MPS Group and are, in terms of location and function of the property belonging to, instrumental for the group's activity.
For the purpose of the contribution of the Going Concern by MPS Immobiliare to the Consortium, the Real Estate Assets were subject to appraisal by REAG which proceeded to:
- determine the estimated rental value (“ERV”) relative to the Real Estate Assets;
- evaluate the open market value (“OMV ”) of the Real Estate Assets, based on the estimated rental value that the MPS pays pursuant to the existing lease agreements (“Passing Rent”).
The principal elements of the lease agreement considered for the purpose of the appraisal were the following:
- duration: 24 years, renewable for an additional 6 years at market conditions;
- index-linking of the rental instalments: 100% of the percent change of the consumer price index relative to the Euro-Zone countries (Harmonized Indices of Consumer Prices), elaborated and published every month by EUROSTAT; and
- maintenance costs: at the expense of the tenant, with the exception of those relative to the extraordinary structural maintenance, within the limits in which it is incumbent on the lessor, as defined in the relevant attachment.
9.2.10. Determination of the ERV and Passing Rent
REAG determined the ERV relative to each real estate/real estate unit included among the Real Estate Assets by using the comparison method or market method and on the basis of a comparison with other comparable real estate, recently sold or currently offered on the same market or on competitive markets. In particular - with regard to the spaces designated for branch offices, and owing to the difficulties in procuring significant and transparent elements for comparison on the reference real estate markets - the comparison was made with market rents relative to others bank branches or real estate having designated use for store outlets/commercial activities. With regard thereto, with respect to a sample represented by 35 properties, REAG conducted a complete analysis, performing an internal and external inspection of the properties, to survey all the data (quality working drawings, state of preservation, etc.) necessary to arrange the appraisal.
At the end of the aforesaid analysis, REAG determined an ERV of €97,050 million for the Real Estate Assets.
Based on the ERV determined by REAG, the MPS Group identified the Passing Rent to be paid to the Consortium, equal to €101.350 million. REAG deemed the Passing Rent to be fair, positioning it within a range of +/- 5% with respect to the ERV determined.
9.2.11. OMV
On the basis of the Passing Rent and making allowance for both the structure of the lease
58 agreements and the nature of the Consortium, the OMV appraised by REAG was equal to € 1,717.8 million, expressing an average yield of 5.90% for the Real Estate Assets.
The determination of the OMV was conducted by REAG by using the Discounted Cash-Flow method and on the basis of:
(a) the determination, for a period of 24 years, of the net future income deriving from the lease of the properties;
(b) the determination of the market value of the properties through the continuous capitalization, at the end of said period, of the net income;
(c) the time-discounting, on the date of the appraisal, of the net income (cash flow).
The main assumptions on which the appraisal is based are the following:
- Passing Rent, equal to a total of € 101.350 million
- inflation of the 2.5%, constant for 24 years;
- index-linking of the annual gross rents equal to 100% of the forecast rate of inflation for the Euro zone;
- percentage of vacancies and non-collectability equal to: i) 0% until the first contractual expiry date; ii) from 40% as 60% (five/seven months of vacancy) for all the properties, during the lease agreement renegotiation period, envisaged for the 25th period, at market rent, with standard-type contract; iii) 1% from 26th period of analysis, in perpetuity;
- risk out, or rather the rate of risk relative to the uncertainty related to the disposal of the real estate at the end of cash flow analysis observation period between 0% and 0.50%, inclusive.
- costs (borne by the property):
- renegotiation expense: 10% on the actual gross revenues in relation to the existing lease status;
- administration expenses borne by the lessee;
- insurance of the property borne by the lessee;
- reserves for extraordinary maintenance: 0.30% of the renovation-reconstruction cost, in consideration of the state of maintenance and the construction and plant systems features of the building, with particular regard to the fact that - by contract - only the extraordinary structural maintenance will be borne by the Consortium.
The taxes, including ICI (i.e. the local property tax), were considered to be borne by the lessee, making allowance for the particular corporate structure of the Consortium.
9.2.11.1. Description of the method for the replacing of the properties
No methods are established for the replacement of the properties included among the Real Estate Assets.
9.2.11.2. Description of the insurance policies relative to the properties
On 14 January 2010, the Consortium executed an insurance contract with Axa Assicurazioni S.p.A. to provide coverage for the properties included among the Real Estate Assets against the risks
59 associated with the properties themselves (with extension to the risk of catastrophic events).
9.2.12. Structural costs relative to the Real Estate Assets
With respect to the Real Estate Assets, REAG estimated the amount of the costs which the Consortium would bear to perform the extraordinary structural maintenance. The analysis was Performed by REAG subdividing the portfolio into homogeneous classes (by type of construction, period of construction and size) and identifying - for each cluster, on the basis of official sources and through a parametric approach - a general estimate of the possible future costs sustainable for each property over an interval of 24 (twenty-four) years. For properties with significant market value and dimensions, for certain sample properties within each cluster, as well as for the assets with non- standardizable characteristics, inspections were conducted in order to more reliably estimate the amount of the aforesaid expenses. The results of the analysis indicate that the costs amount to €35,000,000.00. Based on the expenditures forecasted by REAG over the various years and considering an inflation rate of 2.5%, the overall expense would reach a value, in the period of 24 years, of €48,000,000.00, adequately covered by the Consortium's cash. The identified amount not only takes into consideration the costs deriving from the maintenance works, but also those necessary to render them operational, such as for example, design and engineering, construction site safety and health, preparation of construction sites, etc. Also taken into consideration and parameterized were any costs deriving from risks related with chance events or by conditions not parametrically standardizable as well as the estimate of any costs deriving from regulatory changes.
60 10. STRUCTURE OF THE TRANSACTION AND CASH FLOW
10.1. Description of the transaction structure
The Series B Notes that are the subject matter of this Prospectus are financial instruments issued – pursuant to section 5 of the Italian Securitisation Law - against the purchase of the Portfolio of Receivables by the Issuer. The characteristics of the Notes are more thoroughly described in the previous Section 4 (Information concerning the notes to be admitted to trading) of this Part Two - Securities Note and in the attached Terms and Conditions of the Notes.
Securitisation is a financial technique that allows the freeing-up of monetary receivables via their transfer as a pool (normally without recourse) against payment to an assignee party (special purpose vehicle) which, in order to finance the purchase of said receivables, proceeds to issue financial instruments to be placed on the market. The resources thereby collected are utilized, inter alia, to pay the sale price to the assignor, whereas the commitment deriving from the issue of the notes vis-à- vis the respective subscribers and holders are discharged, in particular, by the use of the cash flow generated from the assigned receivables and by the securities backing them.
In Italy, securitisation transactions are, as a general rule, governed by the Italian Securitisation Law, as subsequently amended and supplemented.
With specific respect to the Series B Notes that are the subject matter of this Prospectus, it is noted that the Series B Notes have been issued by the Issuer pursuant to the Italian Securisation Law. The primary source for the payments due in relation to the Notes, as payment of the interests and of repayment of capital, is composed of the recoveries and the proceeds collected in relation to the portfolio of monetary receivables (the “Receivables”) by way of principal, interests and other appurtenances – deriving from a Loan Agreement (the “Mortgage Loan”) granted on 7 July 2009 from the Debtor of the Rents – assigned without recourse and as a pool to the Issuer, together with all the security interests and other rights, actions, powers and appurtenances thereto (the “Portfolio of Receivables”), pursuant to section 4 of the Italian Securitisation Law.
Pursuant to the Servicer Contract, Banca MPS (the “Servicer”) undertook to conduct, for and on behalf of the Issuer, collection and recovery activities in relation to the Receivables, as well as to provide certain cash and payment services, also pursuant to section 2, paragraph 3, ltr. c) of the Italian Securitisation Law and of the Bank of Italy Communication dated 3 November 2003. The Servicer will also perform verification and monitoring activities regarding the compliance of the activities performed within the purview of the Securitisation with the law and with this Prospectus, also pursuant to section 2, paragraph 6, of the Italian Securitisation Law. The Issuer moreover reserved the right to unilaterally revoke at any time the mandate conferred upon the Servicer and to appoint a eligible substitute possessing the legal requirements, should Banca MPS become insolvent or severely default on the obligations undertaken according to the Transaction Documents. This option may be exercised by the Issuer subject to the approval by the Representative of the Noteholders, or also by request of the latter. For this purpose the Representative of the Noteholders will act in the interest of the Noteholders.
According to the Cash and Payment Management Agreement, Banca MPS (the “Account Bank”) has pledged to the Issuer to provide certain cash and payment services in the interest of the Issuer and of the noteholders.
The sums collected or in any case recovered in relation to the Receivables and to the Portfolio of Receivables - as well as in relation to every other right vested by the Issuer vis-à-vis the Debtor of the Rents, the Debtor or third parties in the context of the Securitisation of the Receivables (the
61 "Issuer's Rights") – are and will be deposited on a bank account opened by the Issuer at the Account Bank (the “Collections Account”), with the exception of any sums collected or in any case recovered in relation to the Portfolio of Receivables for mandatory prepayment of the Loan. The latter sums are and will be deposited in an additional bank account opened by the Issuer at the Cash Manager's London branch (the “Extraordinary Collections Account”).
It is also noted that, within the purview of the Securitisation of Receivables:
(i) according to a contract executed concomitantly with the Execution Date, Banca MPS (in said capacity, the “Servicer”) was commissioned by the Issuer with the collection of the Receivables and the Portfolio of Receivables, as well as certain cash and payment services, also according to and by effect of section 2, paragraph 3, ltr. c) of the Italian Law no. 130 dated 30 April 1999 and of the Communication of the Bank of Italy dated 3 November 2003. The Servicer undertook, inter alia, to arrange, with respect to each Payment Date, a statement of the sums collected with respect to the Portfolio of Receivables and to the other Issuer's Rights (the “Collections Statement”);
(ii) according to a contract executed concomitantly with the Execution Date between the Issuer, the Cash Manager, the Calculation Agent, the Paying Agent, and the Account Bank (the “Cash and Payment Management Agreement”), the Cash Manager, the Calculation Agent, the Paying Agent, and the Account Bank undertook, each one within its own remit, to provide certain cash, calculation, and payment services in the interest of the Issuer;
(iii) according to a contract executed concomitantly with the Execution Date between the Issuer, the Cash Manager, and the Representative of the Noteholders (the “Corporate Services Agreement”), the Corporate Servicer undertook, also in the interest of the Representative of the Noteholders – for and on behalf of the Noteholders – and of the Issuer's other Creditors, to provide certain corporate administration and management services in favor of the Issuer;
(iv) according to a contract executed concomitantly with the Execution Date between the Issuer and Banca MPS as Interest Rate Swap Counterparty (the “Interest Rate Swap”), the Issuer hedged the financial risks arising from the mismatching between the fixed interest rate which it will collect pursuant to the Loan Agreement and the floating rate interest due to the holders of Series A Notes starting on 30 June 2012. In line with the market practice, the Interest Rate Swap Contract is drafted in English pursuant to the International Swaps and Derivatives Association guidelines and is governed under English law;
(v) according to an agreement executed concomitantly with the Execution Date between the Issuer, the Representative of the Noteholders, and the Issuer's other Creditors (the “Intercreditor Agreement”), the parties agreed the criteria for the distribution and allocation of the proceeds arising from the Portfolio of Receivables and of the other Issuer's Rights, as well as a series of restrictions regarding the methods to exercise the respective rights in the best interest of the Securitisation. Additionally, within the purview of said agreement, the Issuer identified KPMG Fides Servizi di Amministrazione S.p.A. as the Representative of the Noteholders, and the latter accepted the appointment;
(vi) the rights of the Noteholders and of the Issuer's other Creditors are also guaranteed: (i) by the assignment by way of security of the Issuer's receivables vis-à-vis the Interest Rate Swap Counterparty according to the Interest Rate Swap Contract and by a charge on the English Accounts, according to the provisions of a Deed of Charge executed by the Issuer concomitantly with the Execution Date (the “Deed of Charge”); as well as (ii) by a lien on the Collections Account, on the Extraordinary Collections Account, on the Payments
62 Account, on the Expense Account, and on the Issuer's Rights, as provided for in the pledge agreement executed concomitantly with the Execution Date between the Issuer, the Representative of the Noteholders, the Account Bank, and the Paying Agent (the “Pledge Agreement”). The methods for the enforcement and the utilization of the proceeds deriving from this security interests are established by the Intercreditor Agreement; and
(vii) according to a placement agreement executed concomitantly with the Execution Date (the “Placement Agreement”), MPS Capital Services pledged to place the Series B Notes and also to subscribe the unsubscribed Series B Notes left over at the end of the placement period.
10.2. Graphical presentation of the transaction
10.3. Description of the parties which participated in the issuance and their respective functions
10.3.1. The Issuer
Please refer to the information reported under Chapters 4, 5, 6, 7 and 8 here in First Part -
63 Registration Document.
10.3.2. Originator
The subject which assigned the Receivables within the purview of the Securitisation (the “Originator”) is Banca MPS. For further information with respect to Banca MPS, see paragraph 9.2.2.2 (Description of the debtor pursuant to the Assignment by Way of Security of the Rents relative to the Real Estate Assets) here in Part Two – Securities Note.
10.3.3. Servicer
According to the Servicer Contract, Banca MPS was charged with the collection of the Receivables and the Portfolio of Receivables as well as with certain cash and payment services, even according to and by effect of section 2, paragraph 3, ltr. c), of the Italian Securitisation Law and of the Communication of the Bank of Italy dated 3 November 2003 (the “Servicer”). The Servicer undertook to arrange, with respect to each Payment Date, a statement of the sums collected with respect to the Portfolio of Receivables and with the other Issuer's Rights (the “Collections Statement”).
For further information with respect to Banca MPS, see paragraph 9.2.2.2 (Description of the debtor pursuant to the Assignment by Way of Security of the Rents relative to the Real Estate Assets) here in Part Two – Securities Note.
10.3.4. Noteholders' representative
KPMG Fides Servizi di Amministrazione S.p.A., with registered office in via Vittor Pisani, 27, 20124 Milan, acts in the capacity of noteholders’ representative (the “Representative of the Noteholders”) pursuant to the Intercreditor Agreement and the Terms and Conditions of the Notes.
The Representative of the Noteholders performs specific protective functions and is commissioned to exercise the rights vested with the Noteholders, pursuant to the abovementioned documents. For further information refer in particular to the Terms and Conditions of the Notes.
10.3.5. Account Bank, Paying Agent, Cash Manager, and Calculation Agent
Banca MPS provides the Issuer, within the purview of the Securitisation of Receivables, with a series of services as Account Bank, as established by the Cash and Payment Management Agreement.
BNP Paribas Securities Services S.A., Milan branch, provides the Issuer, within the purview of the securitization of Receivables, with (i) a series of services as Paying Agent, as established by the Cash and Payment Management Agreement, as well as (ii) a series of services as Calculation Agent, as established by the Cash and Payment Management Agreement.
In particular, the above-mentioned subject, each one within its remit, pledged to provide the Issuer with:
(i) specific services relative to the cash management, as well as certain calculation, notification, and reporting services regarding the sums accounted in the Issuer's Accounts from time to time;
64 (ii) certain services regarding the payment of principal and the interests accrued on the Notes; and
(iii) specific calculation services regarding the sums due for principal and interests on the Notes, as well as undertaking to perform other calculations relative to the Notes and to see that all the payments are made according to the Priority of Payment established by the Terms and Conditions of the Notes and by the Intercreditor Agreement.
In addition, the Calculation Agent will have the duty to redefine the Scheduled Amortisation Profile (as estimated on the Issue Date of the Notes and reported in the Terms and Conditions of the Notes) upon the occurrence of one of the events established by the Terms and Conditions of the Notes (and in particular (i) in case of Repayment of the Securitised Loan or also of collection of indemnities on the part of the Issuer pursuant to the Transaction Documents; (ii) whenever the principal of the Notes is not repaid on a Payment Date or is repaid by a degree less than the Maximum Scheduled Repayment with respect to such date because of the lack of sufficient Available Funds; (iii) whenever there has been a variation of certain estimated costs of the transaction by an amount greater than €50,000 on an annual basis). For further details, refer to the Terms and Conditions of the Notes.
It should also be noted that the following Issuer’s accounts have been opened at Banca MPS, in its capacity as Account Bank:
(a) the Collections Account, that is the current account opened by the Issuer in order to deposit the sums collected or in any case recovered in relation to the Portfolio of Receivables and to the other Issuer's Rights, with the exception of the sums allocated to the Extraordinary Collections Account; and
(b) the Expense Account, that is the current account opened by the Issuer for the purposes of crediting and to operate on the Expense Fund.
At the London branch of Banca MPS, in its capacity as Cash Manager, the following Issuer Accounts have been opened:
(a) the Principal Account, that is the current account opened by the Issuer for the purposes of depositing and investing the cash available on the other Issuer's Accounts, with the exception of the cash from time to time present in the Expense Account) between one Payment Date and another, as provided for by the Cash and Payment Management Agreement;
(b) the Accumulation Account, that is the bank account opened by the Issuer for the purpose of the deposit of the sums allocated for the principal repayment due on the Notes but not yet collectable according to the Priority of Payment; and
(c) the Extraordinary Collections Account, that is the bank account opened by the Issuer in order to deposit the sums collected or in any case recovered in relation to the Portfolio of Receivables by way of mandatory partial prepayment of the Loan on the part of the Debtor against an Authorised Disposal.
At BNP Paribas Securities Services S.A., Milan branch - given its capacity as Paying Agent - the Payments Account has been opened, which is the bank account opened by the Issuer for the purpose of managing the payments to the Noteholders and the Issuer's other Creditors.
Pursuant to the Cash and Payment Management Agreement and subject to a written authorisation of the Representative of the Noteholders, the Issuer may revoke the mandate conferred upon each one
65 of the subjects mentioned in this paragraph 10.3.5 by way of a written notification with at least sixty days advance notice. Should this occur, the revoked agent is nevertheless obliged, inter alia, to cooperate with its successor so that such successor may discharge its obligations in the performance of the appointment which it has undertaken, as well as to transfer to its successor every sum collected in the performance of the appointment subject to revocation.
Finally it is provided that the revocation has no effect until the mandate has been conferred to (and accepted by) a successor of the revoked agent - who had signed the Cash and Payment Management Agreement and the Intercreditor Agreement - and notice has been given of this new appointment to the Representative of the Noteholders and to the Rating Agency
10.3.6. Interest Rate Swap Counterparty
The Issuer has executed an Interest Rate Swap Contract with Banca MPS (the “Interest Rate Swap Counterparty”). The purposes of this contract is to hedge the Issuer against its exposure to the interest rate movements regarding the commitments undertaken with respect to the Notes.
10.3.7. Corporate Servicer
KPMG Fides Servizi di Amministrazione S.p.A., with registered office in via Vittor Pisani, 27, 20124 Milan (the “Corporate Servicer”) provides the Issuer with certain administrative, accounting, and fiscal services pursuant to a corporate services agreement executed concomitantly with the Execution Date (the “Corporate Services Agreement”)
10.3.8. Auditing Firm
Reconta Ernst Young S.p.A. with registered and administrative office in Milan, via della Chiusa no. 2 (the “Auditing Firm”), audits the Issuer's financial statements. For further details refer to chapter 2 (Statutory auditors) of Part One – Registration Document of this Prospectus.
10.3.9. Arrangers
In relation to the issue of the Notes, MPS Capital Services and Mediobanca have acted as arrangers (the “Arrangers”).
10.3.10. Subscribers
According to the Placement Agreements, MPS Capital Services undertook to place the Series B Notes and to subscribe the Series B Notes and the Series Z Notes which remained unsubscribed at the end of the placement period.
10.4. Description of the mechanics and of the date of the sale, transfer and novation or assignment of assets or possible Issuer's rights and/or obligations
According to the Italian law and the Securitisation Documents, every right, claim, and interest of the Issuer concerning the Receivables, and every other right vested by the Issuer vis-à-vis the assignor or vis-à-vis third parties in the context of the Securitisation (collectively, the “Issuer's Rights”), constitute assets segregated with respect to the Issuer's other assets (including the assets belonging to other segregated assets relative to any other securitisation transactions, and the sums deriving
66 from the above-mentioned segregated assets will be used - before and after the possible winding-up of the Issuer - to satisfy the obligations undertaken by the Issuer vis-à-vis (i) the Noteholders, (ii) the Issuer's other Creditors pursuant to the Securitisation Documents, and (iii) other third parties which have incurred costs in relation to the securitisation (collectively, the “Issuer's Creditors”), according to the Priority of Payment established in the Terms and Conditions of the Notes with preference against any obligations undertaken by the Issuer vis-à-vis other creditors.
No actions whatsoever may be taken against the Issuer's Receivables and the Rights by the Issuer's Creditors other than by the Noteholders until the Issuer has paid off all the respective payment obligations in relation to the Notes or until the Notes have been cancelled.
Furthermore, each one of the Issuer's Creditors has undertaken, in the relevant Securitisation Documents, to not promote judicial actions against the Issuer except for in certain limited circumstances. The Issuer has in turn pledged to not incur debt unless within the limits and under the conditions established in the Securitisation Documents.
10.5. Illustration of the cash flows
10.5.1. Description of the mechanics for satisfying the Issuer's obligations through the cash flow generated by the Portfolio of Receivables
The primary source for the interest payments and the principal repayment in relation to the Notes is represented by the proceeds and the recoveries made in relation to the Portfolio of Receivables.
According to the Receivables Assignment Agreement, the Originator secured a total book value of Receivables transferred to the Issuer equal to €1,669,640,000.
10.5.2. Credit backing technique
Securitisation, typically like all similar operations, is exposed to the risk, considered remote but nevertheless present, that the Issuer's Available Funds become insufficient to pay the interests on the Notes, wherever those interests are based on a floating index and the value of said index is subject to unexpected and substantial increases.
The term Issuer's “Available Funds” means, jointly, the Ordinary Available Funds and the Extraordinary Available Funds, whose definition is reported under Section 2 of the Terms and Conditions of the Notes attached to this Prospectus as Annex 1.
In particular, for the purposes of hedging the aforesaid theoretical risk of mismatching deriving from the issue of the Series A Notes for which - subsequent to 30 June 2012 - the payment of a floating rate is esatblished, the Issuer, executed an interest rate swap agreement with the Interest Rate Swap Counterparty on the Issue Date, governed by a Master Agreement and a Confirmation drafted according to the directives of the International Swap and Derivatives Association, Inc. (1992), which will begin to be effective starting from the Payment Date which falls on 30 June 2012 (the “Interest Rate Swap”).
10.5.3. Investment of excess temporary cash
According to the Terms and Conditions of the Notes, the sums accredited on the Issuer's Accounts between one Payment Date and the other must be deposited on the Principal Account, except for the sums assigned to the repayment of principal on the Notes but not yet collectable due to the Priority
67 of Payment, which must be instead deposited on the Accumulation Account.
10.5.4. Method of receiving and collecting the Receivables
According to the Servicer Contract, the Servicer has undertaken in favor of the Issuer to perform the activities of collection, encashment and recovery of the Receivables. The Servicer is also charged with implementing activities aimed at protecting the Issuer's Rights in relation to the Receivables, as established by the terms and conditions of the Loan Agreement, in the interest of the Issuer and of the Noteholders, in line with the best banking practice and according to the Italian Securitisation Law and the Communication of the Bank of Italy dated 3 November 2003.
10.5.5. Priority of Payment
Please refer to Paragraph 6 of the Terms and Conditions of the Notes attached to this Prospectus as Annex 1.
10.5.6. Any other mechanics on which the payments of the interest and of the principal to the investors depend
There are no additional mechanics other than those indicated in the previous paragraph 10.5.5 (Priority of Payment) on which the payments of the interests and the principal on the Notes might depend.
10.6. Name, address and significant activities of the parties from which the securitised assets originate
Banca Monte dei Paschi di Siena S.p.A.
Banca MPS is involved in the securitisation, inter alia, as Originator.
For further information with respect to Banca MPS, see paragraph 9.2.2.2 (Description of the debtor pursuant to the Assignment by Way of Security of the Rents relative to the Real Estate Assets) here in Part Two – Securities Note.
10.7. The Interest Rate Swap Counterparty
Banca MPS acts within the purview of the securitisation as Interest Rate Swap Counterparty.
For further information with respect to Banca MPS, see paragraph 9.2.2.2 (Description of the debtor pursuant to the Assignment by Way of Security of the Rents relative to the Real Estate Assets) here in Part Two – Securities Note.
10.8. The Securitisation accounts
For detailed information on the bank accounts opened in the context and for the purposes of the Securitisation, refer to the Terms and Conditions of the Notes.
68
11. INFORMATION AFTER THE ISSUE
Starting from the Issue Date, the Issuer made and will make available to the investors, on the website of Banca MPS (www.mps.it) and of the Placement Agent (www.mpscapitalservices.it) (i) any updates of the Scheduled Amortisation Profile; (ii) the statements and the reports on the payments, drafted by the Servicer, the Calculation Agent, and if necessary the Agent Bank; (iii) its financial statements and all other relevant information regarding its financial and capital position; (iv) every other document that the Representative of the Noteholders deems to be of interest to the Noteholders; as well as (v) any warnings or notices addressed to the Noteholders.
69
GLOSSARY
In this Prospectus, unless otherwise defined, the terms listed hereinbelow will have the following meanings:
Account Bank means Banca MPS and each of its successors or assignees pursuant to the Cash and Payment Management Agreement.
Accumulation Account means the bank accounts opened by the Issuer at the London branch of the Cash Manager for the purposes of depositing the sums allocated for principal repayment due on the Notes but not yet collectable for reason of the Priority of Payment.
Actual Nominal Value of the Series has the meaning attributed to it in the Terms and Conditions of B Notes the Notes.
Agent Bank means Banca MPS in its role of Agent Bank pursuant to the Loan Contract.
Ancillary Agreement means the agreement ancillary to the contribution pursuant to which MPS Immobiliare provided certain representations and warranties in favor of the Consortium with regard to the Real Estate Assets.
Arrangers means MPS Capital Services and Mediobanca – Banca di Credito Finanziario S.p.A.
Assignment by Way of Security means the assignment of the rents deriving from the properties subject to Mortgage, conferred as security for the Loan.
Auditing Firm means Reconta Ernst Young S.p.A. with registered and administrative office in Milan, via della Chiusa no. 2, as well as every prospective successor auditing firm commissioned by the Issuer.
Authorised Disposal has the meaning attributed to it in the Terms and Conditions of the Notes.
Available Funds means the Ordinary Available Funds and the Extraordinary Available Funds.
Banca MPS means Banca Monte dei Paschi di Siena S.p.A.
BMPS Commitment means the commitment undertaken by Banca MPS - in the capacity of jointly and severally liable co-obligator with benefit of order (i.e. with “beneficio dell’ordine” pursuant to the Italian law - for the payment of the rent instalments and of every other amount due to the Consortium on the basis of the Lease Agreements and the Consortium Regulation on the part of Consorzio Operativo di Gruppo, Paschi Gestioni Immobiliari, Mps Leasing & Factoring, MPS Capital Services, Mps Investment, Mps Fiduciaria, Mps Gestione Crediti Banca, MPS Immobiliare, and Consum.it; each of these parties was a
70 member, on the Issue Date for said commitment, of the MPS Group.
Borrower means the Debtor acting in the capacity of borrower of the Loan and assignee of MPS Immobiliare within the purview of the Loan Agreement.
Business Day means a day (other than Saturday or Sunday) in which the system named Trans European Automated Real-time Gross settlement Express Transfer 2 ("TARGET 2") (or another system which replaces it) is operational and on which the banks are operational in London, Milan, and Siena.
Calculation Agent means BNP Paribas Securities Services S.A., Milan branch, and each of its successors or assignees pursuant to the Cash and Payment Management Agreement.
Cash and Payment Management means the contract executed concomitantly with the Execution Agreement Date between the Issuer, the Cash Manager, the Calculation Agent, the Paying Agent, and the Account Bank, in virtue of the which each of said parties committed itself to provide certain cash, calculating and payment services in the interest of the Issuer.
Cash Manager means Banca MPS, London Branch, and each of its successors or assignees pursuant to the Cash and Payment Management Agreement.
Collections Account means the bank account opened by the Issuer for the purposes of depositing the sums collected or in any case recovered in relation to the Portfolio of Receivables and to the other Issuer's Rights, with the exception of the sums allocated to the Extraordinary Collections Account.
Consob means the Commissione Nazionale per le Società e la Borsa.
Consolidate Banking Act means the Italian Legislative Decree no. 385 dated 1 September 1993.
Consortium means Perimetro Gestione Proprietà Immobiliari S.c.p.A., with registered office in Siena, Italy, via Garibaldi n. 60.
Consortium and Loan Documents means the Loan Agreement and all the contracts and documents included among the “Financial Documents” and the “Transaction Documents”, as defined in the Loan Agreement.
Consortium Regulation means the regulation adopted by the Consortium on the basis of the relative Articles of Association.
Contribution means the contribution of the real estate going concern owned by MPS Immobiliare and made in favor of the Debtor with the deed dated 31 July 2009 as part of the Debtor's share capital increase deliberated on 27 July 2009.
71 Corporate Servicer means KPMG Fides Servizi di Amministrazione S.p.A. and the latter’s successors or entitled parties, according to the Corporate Services Agreement.
Corporate Services Agreement means the contract executed concomitantly with the Execution Date between the Issuer and the Corporate Servicer, according to which the Corporate Servicer has committed itself to provide certain corporate administration and management services in favor of the Issuer.
Creditors of the Issuer means the Noteholders, the Issuer's Creditors pursuant to the Securitisation Documents and the other parties which claim rights vis-à-vis the Issuer within the context of the Securitisation, including the Representative of the Noteholders (for and on its own behalf), the Originator, the Account Bank, the Paying Agent, the Calculation Agent, the Cash Manager, the Interest Rate Swap Counterparty, the Servicer, and the Corporate Servicer.
Debtor means the Consortium acting in the capacity of the party obliged to pay the Receivables pursuant to the Loan Agreement.
Decree 239/96 means the Italian Legislative Decree no. 239 dated 1 April 1996.
Deed of Charge means the real security afforded by the Issuer in favor of the Noteholders and of the Issuer's other Creditors (i) on the English Accounts and (ii) on the receivables and the other Issuer's Rights pursuant to the Interest Rate Swap.
Deposit Agreement means the deposit contract executed concomitantly with the Execution Date between the Consortium and Banca MPS.
Determination Date means, in relation to each Payment Date starting from 30 June 2011, the date falling 5 working days before said Payment Date.
Enforcement Event means one of the events listed under the section “Enforcement Events” of the Terms and Conditions of the Notes.
English Accounts means the Accumulation Account, the Extraordinary Collections Account, and the Principal Account.
Euribor means the percentage rate for the year equal to the quotation offered and disclosed at, or around, 11:00 (Brussels time) on the Quotation Day on the “EURIBOR01” page of the Reuters circuit which shows the Banking Federation of the European Union rate for the Euro, or - should this page or this circuit not be available - on any other equivalently official source chosen by the Calculation Agent.
Execution Date means 21 September 2010.
Expected Maturity Date means 31 December 2030 as regards the Series A Notes, 31 July 2033 as regards the Series B Notes and the Final Maturity Date
72 as regards the Series Z Notes.
Expense Account means the bank account opened by the Issuer at the Account Bank for the purposes of crediting and operating on the Expense Fund.
Expense Fund means the amount - allocated on the Expense Account and restored if necessary in relation to the Ordinary Available Funds on each Payment Date - which the Issuer shall utilize for the payment of any expenses and costs due and collectable on a date other than a Payment Date, to the extent of the maximum amount of €100,000.
Extraordinary Available Funds means, in relation to each Determination Date, the sum of the following items (without duplication):
(a) all the sums crediting the Extraordinary Collections Account and also the sums deposited during the Lockout Period on the Accumulation Account pursuant to section 6.2 (Use of Extraordinary Available Funds before the Notification of an Enforcement Event) of the Terms and Conditions of the Notes, together with the interest accrued and payable on said sums, net of any Tax Allowances;
(b) all the sums collected or in any case received by the Issuer in relation to the Receivables or to the Portfolio of Receivables by way of mandatory partial prepayment of the Loan on the part of the Debtor against an Authorised Disposal or likewise, as well as every other sum collected or in any case received by the Issuer as compensation for expropriation, repayment or otherwise in relation to a mandatory prepayment pursuant to the Loan Agreement.
Extraordinary Collections Account means the bank account opened by the Issuer at the Cash Manager's London branch for the purposes of depositing the sums collected or in any case recovered in relation to the Portfolio of Receivables by way of a mandatory partial prepayment of the Loan on the part of the Debtor, against an Authorised Disposal or otherwise.
Final Maturity Date means 30 June 2040 as regards the Series A Notes, 30 June 2040 as regards the Series B Notes and 30 June 2040 as regards the Series Z Notes.
Financial Consolidation Act means the Italian Legislative Decree no. 58 dated 24 February 1998.
Going Concern means the real estate going concern transferred by MPS Immobiliare to the Debtor within the purview of the Contribution.
73 Hybrid Instruments means the hybrid instruments, named “Strumenti Finanziari Partecipativi PGPI 2010,” issued by the Consortium pursuant to section 2346, paragraph 6, of the Italian Civil Code.
Hybrid Instruments Regulation means the issued regulation of the Hybrid Instruments, as attached to the Consortium Articles of Association.
Inflation Component has the meaning attributed to it within the Terms and Conditions of the Notes.
Inflation-Linked Loan Agreement means the inflation-linked loan agreement executed concomitantly with the Execution Date between the Consortium and Banca MPS.
Initial Nominal Value of the Series B has the meaning attributed to it in the Terms and Conditions of Notes the Notes.
Intercreditor Agreement means the contract executed concomitantly with the Execution Date between the Issuer, the Representative of the Noteholders, and the other Issuer's Creditors for the purpose of governing the criteria for the distribution and allocation of the proceeds of the Portfolio of Receivables, as well as certain restrictions concerning the methods for exercising the respective rights in the best interest of the Securitisation.
Interest Period means each of the periods with starting on 1 July (inclusive) and ending on 31 December (inclusive) each year and starting on 1 January (inclusive) and ending on 30 June (inclusive) each year, it being understood that
(i) the first Interest Period starts on the Issue Date (inclusive) and ends on 30 June 2011 (inclusive); and
(ii) with reference to the year 2033, the first of the two relevant interest periods will start on 1 January 2033 (inclusive) and end on 31 July 2033 (inclusive); and
with reference to the year 2039, the first of the two relevant interest periods will start on 1 January 2039 (inclusive) and end on 31 July 2039 (inclusive).
Interest Rate means the interest rate relative to each Series of Notes as determined by the Calculation Agent pursuant to section 7.2 (Interest Rate of the Notes) of the Terms and Conditions of the Notes.
Interest Rate Swap means the interest rate swap contract - governed under English law - executed concomitantly with the Execution Date between the Issuer and Interest Rate Swap Counterparty in order to hedge certain financial risks of the Issuer relative to the interest payments accrued on the Notes.
Interest Rate Swap Counterparty means Banca MPS and any of the latter’s successors or entitled
74 parties, according to the Interest Rate Swap Agreement.
Issue Date means 22 December 2010.
Issue Price means 100% of the par value of the Notes on the Issue Date.
Issuer means Casaforte S.r.l., with registered office in via Eleonora Duse 53, Rome, Italy.
Issuer's Accounts means the Collections Account, the English Accounts, the Payments Account, the Expense Account, and every other current account possibly opened by the Issuer pursuant to the Securitisation Documents or in any case in relation to the Securitisation.
Issuer's Corporate Equity Account means the current account opened by the Issuer for the purposes of depositing the corporate equity.
Issuer’s Quotaholder means Stichting Perimetro, a foundation under Dutch law with registered office in Amsterdam, Claude Debussylaan 24, 1082MD, Holland.
Issuer's Rights means the Portfolio of Receivables as well as every other right vested by the Issuer vis-à-vis the Originator, the Debtor or third parties in the context of the securitization of the Receivables.
Italian Securitisation Law means the Italian Law no. 130 dated 30 April 1999.
Lease Agreements means the lease agreements in force between the Consortium and the Tenants in relation to the assets included among the Real Estate Assets.
Lender means the Issuer as the assignee of Banca MPS in the capacity of lender pursuant to the Loan Agreement.
Loan Agreement or Mortgage Loan means the Original Loan Agreement, as later amended with an Agreement addendum contract executed concomitantly with the Execution Date between Banca MPS and the Consortium (as successor to MPS Immobiliare in the capacity of Debtor).
Loan or Mortgage Loan means the loan of € 1,672,800,000 granted by virtue of the Loan Agreement by Banca MPS (the creditor position taken over by the Issuer further to and as a consequence of the Receivables Assignment Contract) to MPS Immobiliare (the debtor position taken over by the Debtor further to and as a consequence of the Contribution).
Lockout Period means the period of eighteen months and one day starting from the Issue Date.
Material Event has the meaning reported in the Loan Agreement.
Maximum Scheduled Repayment means the maximum amount of principal repayable on the Series A Notes and on the Series B Notes, according to the Scheduled Amortisation Profile on each Payment Date until the
75 Payment Date which falls on 31 July 2033, it being understood that after said date, the maximum amount repayable will be equal to the sum of the principal not yet paid back.
Monte Titoli means Monte Titoli S.p.A.
Mortgage means the first lien mortgage loan granted in order to guarantee the Loan.
MPS Capital Services means MPS Capital Services Banca per le Imprese S.p.A.
MPS Group means the Monte dei Paschi di Siena group, listed in the register of banking groups maintained by the Bank of Italy pursuant to section 13 of the Consolidated Banking Act under no. 1030.6.
MPS Immobiliare means MPS Immobiliare S.p.A.
Noteholders Means the holders of the Series A Notes, the Series B Notes and the Series Z Notes
Notes means, collectively, the Series A Notes, the Series B Notes, and the Series Z Notes.
Notification of an Enforcement has the meaning established in section 12 (Enforcement Events) Event of the Terms and Conditions of the Notes.
Ordinary Available Funds means, in relation to each Determination Date, the sum of the following items (without duplication):
(a) all the sums credited to the Collections Account, the Principal Account, the Payments Account, the Accumulation Account (after deducting any sums deposited during the Lockout Period on the Accumulation Account pursuant to section 6.2 (Use of Extraordinary Available Funds before the Notification of an Enforcement Event) of the Terms and Conditions of the Notes, and also the interest accrued and payable on said sums, net of any Tax Allowances) and to the Expense Account together with the interest accrued and payable on said sums, net of any Tax Allowances;
(b) all the sums collected or in any case received by the Issuer in relation to the Receivables, to the Portfolio of Receivables, and to the other Rights of the Issuer starting from the Determination Date (inclusive) immediately before the Determination Date (exclusive) in which the Ordinary Available Funds are calculated (or, in relation to the first Determination Date, from the Issue Date (inclusive) to the first Determination Date (exclusive), and also the sums which the Issuer is expected to collect from the Interest Rate Swap Counterparty pursuant to the Interest Rate Swap within the Payment Date,
76 with the exclusion of the Extraordinary Available Funds.
Original Loan Agreement means the Mortgage Loan agreement executed on 3 July 2009 between Banca MPS and MPS Immobiliare.
Originator means Banca MPS acting in the capacity of assignor, according to the Receivables Assignment Agreement.
Paying Agent means BNP Paribas Securities Services S.A., Milan branch, and each of its successors or assignees pursuant to the Cash and Payment Management Agreement.
Payment Date means 30 June and 31 December of each year starting from 30 June 2011 (or also, if this day is not a Business Day, the Business Day immediately after, unless said day falls in the following calendar month, in which case it will refer to the Business Day immediately preceding). With reference to 2033 and to 2039, the Payment Date will fall on 31 July (instead of 30 June) and 31 December.
Payments Account means the bank account opened by the Issuer with the Paying Agent for the purposes of managing the payments to the Noteholders and to the Issuer's other Creditors.
Placement Agent means MPS Capital Services Banca per le Imprese S.p.A.
Placement Agreements means the agreements executed concomitantly with the Execution Date between the Issuer and MPS Capital Services S.p.A. for the purpose of placing Series A Notes, and Series B Notes, as well as for the purpose of underwriting Series A Notes, Series B Notes, and Series Z Notes, if unsubscribed at the end of the placement period.
Pledge Agreement means the contract executed concomitantly with the Execution Date between the Issuer, the Account Bank, the Paying Agent, and the Representative of the Noteholders, by virtue of which the Issuer placed a lien on the Issuer's Accounts (other than the English Accounts) and on the Issuer's Rights in favor of the Noteholders and of the Issuer's other Creditors.
Portfolio of Receivables means the Receivables and all real or personal security afforded to back the Receivables, therein including, without limitation, the Mortgage and the Assignment by Way of Security, as well as any other entitlements, actions, powers or privileges relative to the Receivables.
Principal Account means the bank account opened by the Issuer at the Cash Manager's London branch for the purposes of depositing and investing the liquidity available on the other Issuer's Accounts between one Payment Date and another, as provided for by
77 Cash and Payment Management Agreement.
Priority of Payment means the order of priority payments that is applicable on a case by case basis according to section 6.1 (Use of the Ordinary Available Funds before the Notification of an Enforcement Event), 6.2 (Use of Extraordinary Available Funds before the Notification of an Enforcement Event), 6.3 (Use of the Available Funds after the repayment of the Series A Notes and of the Series B Notes) and 6.4 (Use of the Available Funds after the Notification of an Enforcement Event) of the Terms and Conditions of the Notes.
Prospectus means the Prospectus arranged by the Issuer with reference to the Notes.
Quotation Day means, with regards to each Interest Period starting from 30 June 2012, the immediately preceding Determination Date.
Rating Agency means Fitch Ratings Ltd.
REAG means REAG – Real Estate Advisory Group S.p.A.
Real Estate Assets means the set of the real estate assets transferred by MPS Immobiliare to the debtor within the purview of the Contribution.
Receivables means the monetary receivables by way of principal, interest and other appurtenances deriving from the Loan.
Receivables Assignment Agreement means the assignment contract executed concomitantly with the Execution Date between the Originator and the Issuer, by virtue of which the Originator transferred the Receivables and the relevant Portfolio of Receivables - without recourse and as a pool - to the Issuer, according to and by effect of the Italian Law no. 130 dated 30 April 1999.
Representative of the Noteholders means KPMG Fides Servizi di Amministrazione S.p.A.
Reserved Matters has the meaning whereof section 13.4 (Appointment and powers of the Representative of the Noteholders) of the Terms and Conditions of the Notes.
Scheduled Amortisation Profile means the Scheduled Amortisation Profile of the Series A Notes and of the Series B Notes, as described in attachment as at the Terms and Conditions of the Notes under letter “B” and as amended according to the provisions of the section 8.3 (Modification of the Scheduled Amortisation Profile) of the Terms and Conditions of the Notes; before the Payment Date which falls on 31 December 2014, this plan also includes the principal subject to appropriation to be deposited on the Accumulation Account in relation to the Series A Notes.
Securitisation means the Securitization realised by the Issuer through the
78 acquisition of the Receivables and the issue of the Notes.
Securitisation Documents means the Loan Agreement, the Assignment Agreement, the Servicer Agreement, the Corporate Services Agreement, the Cash and Payment Management Contract, the Intercreditor Agreement, the Interest Rate Swap, the Pledge Agreement, the Deed of Charge and every other contract executed by the Issuer in proximity to the Issue Date for the successful outcome of the transaction.
Security Interests means, collectively, all the security interests that back the Loan, as better described in the Loan Agreement.
Series means, as the case may be, the Series A Notes, the Series B Notes or the Series Z Notes, or also the respective Noteholders.
Series A Notes means the € 1,536,640,000 asset-backed Series A Notes bearing a fixed rate of 3.00% until 30 June 2012 and then bearing a floating rate with final maturity date of 30 June 2040.
Series B Notes means the €130,000,000 fixed-rate asset-backed Series B Notes with incremental principal up to €235,000,000 with final maturity date on 30 June 2040.
Series Z Notes means the €3,000,000 variable-premium asset backed Series Z Notes with final maturity date on 30 June 2040.
Servicer means Banca Monte dei Paschi di Siena S.p.A. and each of his successors or assignees pursuant to the Servicer Agreement.
Servicer Contract means the contract executed concomitantly with the Execution Date between the Issuer and the Servicer, by virtue of which the Servicer was commissioned with collecting the Receivables and the Portfolio of Receivables, as well as with certain cash and payment services, also according to and by effect of section 2, paragraph 3, ltr. c) of the Italian Law no. 130 dated 30 April 1999, and of the Communication of the Bank of Italy dated 3 November 2003.
Substitute Tax means the tax whereof Italian Decree 239/96.
Tax means any rate, tax, tribute, duty or charge of similar nature imposed, drawn, collected or calculated by the Republic of Italy or by any authority thereof, or any other authority having jurisdiction on fiscal matters, as well as the interest and the sanctions consequential to the no-payment or late payment thereof.
Tax Allowance means a deduction or withheld funds relative to Taxes.
Tenants means the lessees pursuant to the lease agreements relative to the properties included among the Real Estate Assets.
Terms and Conditions of the Notes means the Terms and Conditions of the Notes, attached to this
79 or Terms and Conditions Prospectus as Annex 1.
80
Annex 1 TERMS AND CONDITIONS OF THE NOTES
I CASAFORTE S.R.L. – TERMS AND CONDITIONS OF THE NOTES
WARNING
The subscription or the subsequent purchase of the Notes imply full knowledge and acceptance of the provisions of these Terms and Conditions as well as full knowledge of information contained in the Prospectus prepared by the Issuer pursuant to Section 2, paragraph 2, of Italian Law No. 130 dated 30 April 1999. Potential investors are therefore invited to carefully evaluate the provisions described below together with the Prospectus.
The subscription or the subsequent purchase of the Notes implies the acceptance of KPMG Fides Servizi di Amministrazione S.p.A. as the Representative of the Noteholders initially appointed by the Issuer in order to ensure its presence as from the Issue Date. The rights and the duties of the Representative of the Noteholders, as well as the provisions concerning the relevant appointment and revocation, are provided for in Section 13 (Organization of the Noteholders and amendments to the Terms and Conditions) of these Terms and Conditions.
Furthermore, the subscription or the subsequent purchase of the Notes entails acceptance of the Intercreditor Agreement entered into by the Issuer and any counterparties involved in the securitisation of the Notes. By virtue of the subscription of the Intercreditor Agreement by the Representative of the Noteholders, the relevant provisions shall also be binding for the Noteholders. These provisions include, inter alia, the mandate of the Representative of the Noteholders to protect and coordinate the common interest of the Noteholders and of the other parties of the transaction vis-à-vis the Issuer and therefore certain limitations at the individual claims incorporated into the Notes.
It is possible that, during the life of the Notes, certain provisions of these Terms and Conditions will be amended or derogated upon instance by the Issuer following a change in law or in fact. Within the limits provided for by Section 13 (Organization of the Noteholders and amendments to the Terms and Conditions), said amendments or derogations may be agreed to directly between the Issuer and the Representative of the Noteholders also acting for the benefit and on behalf of the Noteholders. The Issuer shall provide notice of any changes in observance of Section 14 (Communications).
1. DESCRIPTION OF THE TRANSACTION
1.1. The Notes
Casaforte S.r.l.. (the "Issuer") on 22 December 2010 (the "Issue Date") issued three Series of Notes pursuant to Italian Law No. 130 dated 30 April 1999, denominated:
(i) Euro 1,536,640,000 Series A Asset Backed Notes bearing a Fixed Rate equal to 3.00% until 30 June 2012 and then bearing a Floating Rate due 30 June 2040 (the "Series A Notes");
(ii) Euro 130,000,000 Series B Asset Backed Fixed Rate Notes with Incremental Principal up to Euro 235,000,000 due 30 June 2040 (the “Series B Notes”); and
(iii) Euro 3,000,000 Series Z Asset Backed Variable Premium Notes due 30 June 2040 (the "Series Z Notes", and together with the Series A Notes and to the Series B Notes, the “Notes”).
1 In accordance with Section 2, paragraph 4, of Italian Law No. 130 dated 30 April 1999, the Series A Notes are subject to a credit rating assessment by Fitch Ratings Ltd. (the “Rating Agency”); based on the Issuer's expectations, on the Issue Date the Notes will have an expected rating at least equal to the Banca Monte dei Paschi di Siena S.p.A. rating, which on the Execution Date (as defined below) is equal to “A”. The credit rating of the other series of Notes is not subject to any assessment by any independent third parties.
In these terms and conditions of the Notes (the "Terms and Conditions of the Notes"), any reference to (a) the "holder" of a Note or the "Noteholders" shall be read as a reference to the beneficiary holders of the Notes issued in dematerialized form and subject to the centralized management by Monte Titoli S.p.A. ("Monte Titoli"), in accordance with the provisions of section 83-bis and following sections of the Legislative Decree No. 58 of 24 February 1998 (the “Financial Consolidated Act”) and the relevant implementary regulations; (b) a "Series" of Notes or a "Series" of Noteholders shall be read as a reference to the Series A Notes, the Series B Notes or the Series Z Notes, or to the respective Noteholders, as the case may be; (c) any contract or document shall be read as a reference to said contract or document, as amended, novated and supplemented from time to time; and (d) any party of the Transaction Documents shall be read as a reference to said party and to any of its successors or assignees.
1.2. The Portfolio of Receivables
The Notes are issued to finance the purchase of the monetary receivables (the "Receivables") deriving from a mortgage loan (the "Loan") granted on 7 July 2009 by Banca Monte dei Paschi di Siena S.p.A. (“Banca MPS” or the “Assignor”) to MPS Immobiliare S.p.A. (“MPS Immobiliare”). The Loan was granted pursuant to an agreement entered into on 3 July 2009, notarised by the Notary public Mario Zanchi (repertory No. 27905, collection No. 12266), as subsequently amended on the Execution Date (the “Loan Agreement”).
Following a contribution of a Business Division by MPS Immobiliare on 31 July 2009 (the “Contribution”), the Loan Agreement and the obligations deriving therefrom were transferred to Perimetro Gestione Proprietà Immobiliari Società consortile per Azioni (the "Debtor" or the “Consortium”). In such a context, MPS Immobiliare conferred to the Debtor a Portfolio of Receivables consisting of 683 properties - predominantly for office or banking branch use - having a gross surface area of 766,500 sqm (the “Real Estate Assets”). The Real Estate Assets is leased to companies mainly belonging to the Montepaschi Banking Group (the “Tenants”) pursuant to lease agreements having a duration of 24 years (the “Lease Agreements”).
The Receivables were transferred without recourse (pro soluto) and as a pool (“in blocco”) by the Assignor to the Issuer pursuant to Section 4 of Italian Law No. 130 dated 30 April 1999 by virtue of an assignment agreement executed in conjunction with the Execution Date, with economic effectiveness from the Issue Date (the “Receivables Assignment Agreement”), together with all the security interests, rights, actions, powers and privileges accessory to said Receivables (which, together considered, constitute the "Portfolio of Receivables"). The Debtor assented to and accepted – on the Execution Date – without any reserve the assignment of the Receivables. The Issuer shall give prompt notice of the assignment through the publication of a notice in the Official Journal of the Italian Republic, as well as through the deposit of said notice in the Companies Register of Rome.
The primary source for the interest payments and the principal repayment to the Noteholders will be represented by the proceeds collected by the Issuer in relation to the Receivables and the Portfolio of Receivables as payment of interests and as repayment of the principal of the Loan by the Debtor (or, in case of default or insolvency of the latter, following the enforcement of the mortgage and any other security interest assisting the Receivables, including the assignment by way of security of the rent deriving from the Lease Agreements). For this purpose, the assignment of the Receivables was notified to the Tenants, who shall acknowledge this before the Issue Date.
2 The Loan Agreement provides for periodic semi-annual repayments in accordance with a pre-established amortisation profile. The Debtor, in turn, shall repay the principal and shall pay the interest due pursuant to the Loan Agreement out of the amounts periodically collected from the Tenants or by Banca MPS pursuant to the Lease Agreements (by way of rent or otherwise), as well as Contributions and any other consortium charges paid by the consortium partners. These amounts and any other collection made by the Issuer, with the sole exclusion of the Extraordinary Available Funds, shall constitute the Ordinary Available Funds.
The Extraordinary Available Funds instead comprise all the sums collected by the Issuer in relation to the Receivables or the Portfolio of Receivables as mandatory partial prepayment of the loan by the Debtor following the implementation of an Authorised Disposal. In fact, according with the provisions of the Loan Agreement, in case of an Authorised Disposal regarding assets included within the Real Estate Assets, a part of the consideration deriving from such disposal shall be used by the Debtor for the mandatory prepayment of the Loan and for the payment of any additional charges deriving from said repayment; the amounts thereby prepaid and the other additional charges for any reason paid from Debtor pursuant to the Loan Agreement shall be used by the Issuer for the principal repayment due to the holders of Series A Notes and of the Series B Notes, within the limits provided for by Section 6.2 (Use of Extraordinary Available Funds before notification of an Enforcement Event).
1.3. Asset segregation
Pursuant to Italian Law No. 130 dated 30 April 1999 and the Transaction Documents, all the Issuer Rights related to the Receivables and the Portfolio of Receivables as well as any other Issuer’s right vis-à-vis the Assignor, the Debtor or any third parties in the context of the Securitisation of the Receivables (collectively, the "Issuer Rights") is segregated from all other assets of the Issuer. The amounts deriving from such segregated assets will only be available, both prior to and following the commencement of winding-up proceedings in relation to the Issuer, to satisfy the rights of the Issuer Creditors according to the Priority of Payment with priority with respect to any other obligations undertaken by the Issuer in relation to other creditors. The "Issuer Creditors" are (i) the Noteholders, (ii)) any Issuer Creditors pursuant to the Transaction Documents and (iii) any other third creditor of the Issuer within the context of the securitisation of the Receivables.
1.4. Other Transaction Documents
In accordance with an agreement entered into on or about the Execution Date, Banca MPS (in said capacity, the “Servicer”) was appointed by the Issuer to provide the collection of the Receivables and the Portfolio of Receivables as well as certain cash and payment services, also for the purposes of Section 2, paragraph 3(c) of Italian Law No. 130 dated 30 April 1999 and of the Bank of Italy Communication dated 3 November 2003. The Servicer undertook to prepare, for each Payment Date, a statement of the sums from time to time collected with reference to the Portfolio of Receivables and any other Issuer Rights (the “Servicer Report”).
In accordance with an agreement entered into on or about the Execution Date by the Issuer, the Cash Manager, the Calculation Agent, the Paying Agent and the Account Bank (the “Cash and Payment Management Agreement”), the Cash Manager, the Calculation Agent, the Paying Agent and the Account Bank undertook, each within its own remit, to provide certain cash, calculation and payment services in the interest of the Issuer.
In accordance with an agreement entered into on or about the Execution Date between the Issuer, the Cash Manager, and the Representative of the Noteholders (the “Corporate Services Agreement”), the Corporate Servicer undertook, also in the interest of the Representative of the Noteholders – for and on behalf of the Noteholders – and of the other Issuer Creditors, to provide certain corporate administration and management services in favour of the Issuer.
3 In accordance with an agreement entered into on or about the Execution Date between the Issuer and the Swap Counterparty, the Issuer hedged the financial risks deriving from the misalignment between the fixed interest rate - which it will collect in accordance with the Loan Agreement - and the floating rate interest due to the Series A Noteholders as from 30 June 2012. In accordance with market practice, the Swap Agreement is drafted in English language in observance of the International Swaps and Derivatives Association guidelines and is governed by English law.
In accordance with an agreement entered into on or about the Execution Date between the Issuer, the Representative of the Noteholders, and the other Issuer Creditors (the “Intercreditor Agreement”), the parties agreed the criteria for the distribution and allocation of the proceeds arising from the Portfolio of Receivables and other Issuer Rights, as well as a number of restrictions regarding the exercise of the respective rights in the best interest of the Securitisation. Additionally, under the Intercreditor Agreement the Issuer identified KPMG Fides Servizi di Amministrazione S.p.A. as the Representative of the Noteholders initially appointed in view of the issue of the Notes, and the latter accepted such appointment.
The rights of the Noteholders and of the other Issuer Creditors are also secured: (i) by the assignment by way of security of the Issuer's receivables vis-à-vis the Swap Counterparty pursuant to the Swap Agreement and by a charge on the English Accounts pursuant to a Deed of Charge executed by the Issuer at the time of the Execution Date (the “Deed of Charge”), as well as (ii) by a pledge on the Collections Account, the Extraordinary Collections Account, the Payments Account and the Expenses Account pursuant to a pledge agreement executed in conjunction with the Execution Date between the Issuer, the Representative of the Noteholders, the Account Bank and the Paying Agent (the “Pledge Agreement”). The enforcement and the application of the proceeds deriving from the above security interests are governed by the Intercreditor Agreement.
Pursuant to the placement agreements entered into on or about the Execution Date (the “Placement Agreements”), the Issuer has undertaken to issue the Series A Notes and MPS Capital Services has undertaken, in its capacity as the Placement Agent, to place - through the intermediation of the Underwriters - the Series A Notes, without any obligation for prior subscription but with the commitment to subscribe the Series A Notes which have not been subscribed as at the end of the placement period. In accordance with the Placement Agreements, MPS Capital Services has also undertaken to place the Series B Notes and to subscribe the Series B Notes and Series Z Notes which have not been subscribed as at the end of the placement period.
2. DEFINITIONS AND INTERPRETATION
2.1. Definitions
In these Terms and Conditions, save that the context requires or specifies otherwise, the terms below shall have the following meanings:
“Account Bank” means Banca MPS and each of its successors or assignees pursuant to the Cash and Payment Management Agreement.
“Accumulation Account” means the bank accounts opened by the Issuer with the Cash Manager's London branch in order to deposit the sums allocated for the repayment of the principal of the Notes but not yet due to the Noteholders pursuant of the Priority of Payment.
“Actual Nominal Value of the Series B (Notes)” means the sum of the Initial Nominal Value of the Series B (Notes) and the payments in the increment account made by the Series B Noteholders on each Payment Date, net of the amounts of principal already repaid by the Issuer (if any).
“Agent Bank” means Banca MPS in its capacity as agent bank pursuant to the Loan Agreement.
4 “Agents” means, collectively, the Paying Agent, the Calculation Agent, the Account Bank, and the Cash Manager.
“Amortisation Date” means the Payment Date which falls on 31 December 2014 or, with reference to the Extraordinary Available Funds other than the Extraordinary Available Funds deriving from the Authorised Disposals only, on 30 June 2012.
“Ancillary Agreement” means the agreement ancillary to the Contribution executed by MPS Immobiliare in favour of the Consortium on 3 September 2010, pursuant to which MPS Immobiliare granted certain representations and warranties in favour of the Consortium with regard to the Real Estate Assets.
“Arrangers” means MPS Capital Services e Mediobanca – Banca di Credito Finanziario S.p.A.
“Assignment by way of Security” means the assignment pursuant to which any rents deriving from the real estate assets subject to Mortgage have been assigned as security for the Loan.
“Assignor” means Banca MPS in its capacity of assignor pursuant to the Receivables Assignment Agreement.
“Auditing Firm” means Reconta Ernst & Young S.p.A., as well as any relevant successor as auditor appointed by the Issuer.
“Authorised Disposal” has the meaning pursuant to the Loan Agreement.
“Available Funds” means the Ordinary Available Funds and the Extraordinary Available Funds.
“Banca MPS” means Banca Monte dei Paschi di Siena S.p.A.
“Base Rate” means the 6-month EURIBOR as recorded on the Fixing Date, or also a different rate determined by the Calculation Agent pursuant to the Section 7.6 (Disturbing Events). With regards to as at first Interest Period, the Base Rate shall be that determined using the linear interpolation method between the Euribor rate for the immediately shorter period and the Euribor rate for the immediately longer period.
“BMPS Undertaking” means the undertaking of Banca MPS, in its capacity as jointly and severally liable co-obligator with benefit of order (coobbligato solidale con beneficio dell’ordine), to pay any rent instalments and any other amount due to the Consortium by the companies belonging to the MPS Group pursuant to the Lease Agreements and the Consortium Regulation.
“Borrower” means the Debtor in its capacity as borrower of the Loan and assignee of MPS Immobiliare pursuant to the Loan Agreement.
"Business Day" means a day (other than Saturday or Sunday) in which the system named Trans European Automated Real-time Gross settlement Express Transfer 2 ("TARGET 2"), or another system which replaces it, is operational and on which the banks are operational in London, Milan, and Siena.
“Business Division” means the real estate division transferred by MPS Immobiliare to the Debtor within the context of the Contribution.
“Calculation Agent” means BNP Paribas Securities Services, Milan branch, and each of its successors or assignees pursuant to the Cash and Payment Management Agreement.
"Cancellation Date" means the first between (i) the date on which the Notes will be fully repaid, and (ii) the Payment Date falling on 31 December 2050.
5 “Cash and Payment Management Agreement” means the agreement entered into on or about the Execution Date between the Issuer, the Cash Manager, the Calculation Agent, the Paying Agent and Account Bank for the provision of certain cash, calculation and payment services in the interest of the Issuer.
“Cash Manager” means Banca MPS, London Branch, and each of its successors or assignees pursuant to the Cash and Payment Management Agreement.
“Collections Account” means the bank account opened by the Issuer for the purpose of depositing the sums collected or in any case recovered in relation to the Portfolio of Receivables and to the other Issuer Rights, with the exception of the sums allocated to the Extraordinary Collections Account.
“Consortium” means Perimetro Gestione Proprietà Immobiliari Società Consortile per Azioni.
“Consortium and Loan Documents” means the Loan Agreement and any and all the agreements and documents included in the definition of “Documenti Finanziari” and/or “Documenti dell’Operazione” as defined in the Loan Agreement.
“Consortium Regulation” means the regulation adopted by the Consortium in compliance with the relevant Articles of Association.
“Contribution” means the contribution of the real estate division owned by MPS Immobiliare which was made in favour of the Debtor on 31 July 2009; this transaction was part of the Debtor's share capital increase resolved upon on 27 July 2009.
“Corporate Services Agreement” means the agreement entered into on or about the Execution Date between the Issuer and the Corporate Servicer for the provision of certain corporate administration and management services in favor of the Issuer.
“Corporate Servicer” means KPMG Fides Servizi di Amministrazione S.p.A. and any if its successors or assignees pursuant to the Corporate Services Agreement.
“Debtor” means the person/entity obliged to pay the Receivables pursuant to the Loan Agreement.
“Decree 239/96” means Italian Legislative Decree No. 239 dated 1 April 1996.
“Deed of Charge” means the security interest granted by the Issuer over (i) the English Accounts and (ii) the receivables and the other Issuer Rights pursuant to the Swap Agreements, in favour of the Noteholders and the other Issuer Creditors.
"Determination Date" means, in relation to each Payment Date starting from 30 June 2011, the date falling 5 business days before said Payment Date.
“Discount Factor” means the result of the following formula, as a function of t, in correspondence with each rent payment after the Authorised Disposal:
[1/(1+[x%])]t where t it is equal, each time, to the number of days between (a) the first payment date of the rent after the Authorised Disposal and (b) each payment date of the rent after the Authorised Disposal (including the first), divided by 365; while x% indicates the internal rate of return for each property included among the Real Estate Assets (according to that anticipated in the table reported as an attachment to these Terms and Conditions of the Notes under the letter “C.”
“Enforcement Event” means one of the events listed under the Section 12 (Enforcement Events).
"Enforcement Notice" has the meaning established in Section 12 (Enforcement Events).
6 “English Accounts” means the Accumulation Account, the Principal Account, and the Extraordinary Collections Account.
“EURIBOR” means the percentage rate for the year equal to the quotation offered and divulged at, or around, 11:00 (Brussels time) on the Quotation Day on the “EURIBOR01” page of the Reuters circuit which shows the Banking Federation of the European Union rate for the Euro, or - should this page or this circuit not be available - on any other equivalently official source chosen by the Calculation Agent.
“Execution Date” means 21 September 2010.
“Expected Maturity Date” means 31 December 2030 as regards the Series A Notes, 31 July 2033 as regards the Series B Notes, and the Final Maturity Date as regards the Series Z Notes.
"Expense Fund" means the amount, deposited on the Expenses Account – and restored (if necessary) on each Payment Date out of the Ordinary Available Funds – which the Issuer will apply for the payment of the initial costs of the transaction as well as of any expenses and costs due and payable on a date other than a Payment Date, up to the maximum amount of €100,000.
“Expenses Account” means the bank account opened by the Issuer at the Account Bank for the purposes of crediting - and operating on - the Expense Fund.
“Extraordinary Available Funds” means, with regards to each Determination Date, the sum of the following items (without duplication):
(a) any and all sums credited on the Extraordinary Collections Account as well as any and all sums deposited during the Initial Period on the Accumulation Account pursuant to Section 6.2 (Use of Extraordinary Available Funds before notification of an Enforcement Event), together with any interest accrued and payable on said sums, net of any Tax allowances;
(b) any and all sums collected or in any case received by the Issuer in relation to the Receivables or the Portfolio of Receivables as mandatory partial prepayment of the Loan by the Debtor following an Authorised Disposal as well as any other sums collected or in any case received by the Issuer as compensation for the expropriation, repayment or otherwise in relation to a mandatory prepayment pursuant to the Loan Agreement.
“Extraordinary Collections Account” means the bank account opened by the Issuer at the Cash Manager's London branch for the purpose of depositing the sums collected (or in any case recovered) in relation to the Portfolio of Receivables as mandatory partial prepayment of the Loan by the Debtor following an Authorised Disposal or otherwise.
“Final Maturity Date” means 30 June 2040 as regards the Series A Notes, 30 June 2040 as regards the Series B Notes, and 30 June 2040 as regards the Series Z Notes.
“Financial Consolidated Act (TUF)” means Italian Legislative Decree No. 58 dated 24 February 1998.
“Fixing Date” means, with regards to each Interest Period beginning from that starting on 30 June 2012 (inclusive), the date falling five Business Days before the start of said Interest Period.
“Incremental Value of the Series B Notes” means the amount due and payable to the Series B Noteholders on each Payment Date up to the Payment Date on which the Series A Notes have been entirely repaid (included).
“Indemnifications” has the meaning pursuant to the Loan Agreement.
7 "Inflationary Base" means the inflation component of the rent associated to the assets subject to an Authorised Disposal, until the six-month period in which said disposal falls. This component shall be calculated by applying to the Initial Rent a conventional inflation rate equal to 2.5% on an annual basis for the period starting from the date of execution of the Lease Agreement and the solar half-year in which the Authorised Disposal is performed (included).
"Inflation Component" means the Inflationary Base from time to time majored, in correspondence with the month of July, by a rate of 2.5% compounded on annual basis (applied to the sum of Inflationary Base and Initial Rent) for all the half-year after that in which the Authorised Disposal occurred until the expiration of the Lease Agreement.
“Initial Nominal Value of the Series B (Notes)” means € 130,000,000 as a whole.
“Initial Period” means the period of eighteen months and one day starting from the Issue Date.
“Initial Rent” means the portion of the overall rent (equal to €101,350,000.00) related to the Real Estate Assets; the portion of the Initial Rent which can be attributed to each asset included within the Real Estate Assets is specified in the table provided for under Schedule A of these Terms and Conditions.
“Intercreditor Agreement” means the agreement entered into on or about the Execution Date between the Issuer, the Representative of the Noteholders, and the other Issuer Creditors for the purpose of governing the criteria for the distribution and allocation of the proceeds of the Portfolio of Receivables, as well as a series of restrictions concerning the methods for exercising the respective rights in the best interest of the Securitisation.
“Interest Period” means any period of time starting from the 1st July (inclusive) and ending on 31 December (inclusive) of each year and any period of time starting from the 1st January (inclusive) and ending on 30 June (inclusive) of each year, it being understood that: (i) the first Interest Period starts on the Issue Date (inclusive) and ends on 30 June 2011 (inclusive); (ii) with reference to the year 2033, the first of the relevant Interest Periods shall start on 1 January (inclusive) and end on 31 July (inclusive); (ii) with reference to the year 2039, the first of the Interest Periods shall start on 1 January (inclusive) and end on 31 July 2039 (inclusive).
“Interest rate” means the interest rate related to each Series of Notes, as determined by the Calculation Agent in accordance with Section 7.2 (Interest rate of the Notes ).
“Issue Date” means 22 December 2010.
“Issue Price” means 100% of the nominal value of the Notes on the Issue Date.
“Issuer” means Casaforte S.r.l.
"Issuer Creditors" means the Noteholders, the Issuer Creditors pursuant to the Transaction Documents and any other person or entity which is creditor of the Issuer within the context of the Securitisation, including the Representative of the Noteholders (in its own name and on its own behalf), the Assignor, the Account Bank, the Paying Agent, the Calculation Agent, the Cash Manager, the Swap Counterparty, the Servicer and the Corporate Servicer.
“Issuer Rights” means the Portfolio of Receivables and any other Issuer’s right vis-à-vis the Assignor, the Debtor or third parties in the context of the securitisation of the Receivables.
"Issuer's Accounts" means the Collections Account, the English Accounts, the Payments Account, the Expenses Account and any other bank account opened by the Issuer pursuant to the Transaction Documents or in any case in relation to the Securitisation.
8 “Issuer's Corporate Capital Account” means the bank account opened by the Issuer for the purpose of depositing the relevant share capital.
“Issuer's Partner” means Stichting Perimetro, a foundation under Dutch law with registered office in Amsterdam, Claude Debussylaan 24, 1082MD.
“Italian Securitization Law” means Italian Law no. 130 dated 30 April 1999.
“Lease Agreements” means the lease agreements outstanding between the Consortium and the Tenants in relation to the Real Estate Assets.
“Lender” means the Issuer as the assignee of Banca MPS in its capacity as the lender pursuant to the Loan Agreement.
“Loan” means the loan of € 1,672,800,000 granted by Banca MPS (whose creditor position has been taken by the Issuer pursuant to the Receivables Assignment Contract) to MPS Immobiliare (whose debtor position has been taken by the Debtor as a consequence of the Contribution) pursuant to the Loan Agreement.
“Loan Agreement” means the Original Loan Agreement, as amended and supplemented by the Supplementary Deed.
"Margin" means, in relation to Series A Notes, 1.05% per year.
“Material Event” has the meaning pursuant to the Loan Agreement.
“Maximum Repayable Amount” means the Actual Nominal Value of the Series B (Notes), decreased by the payments in the increment account of the par value made by the Series B Noteholders in the eighteen months prior to the relevant repayment date.
“Maximum Scheduled Repayment” means the maximum amount of principal repayable on the Series A Notes and on the Series B Notes in accordance with the Scheduled Amortisation Profile on each Payment Date until the Payment Date which falls on 31 July 2033; it is understood that, after said date, the maximum amount repayable shall be equal to the sum of the principal not yet repaid.
“Maximum Theoretical Nominal Value of the Series B” means € 235,000,000 as a whole.
“Monte Titoli” means Monte Titoli S.p.A.
“Mortgage” means the first granted lien mortgage loan that guarantees the loan.
“MPS Capital Services” means MPS Capital Services Banca per le Imprese S.p.A.
“MPS Group” means the Monte dei Paschi di Siena Group, enrolled under No. 1030.6 of the Register of Banking Groups held by the Bank of Italy in accordance with Section 13 of the Italian Banking Act.
“MPS Immobiliare” means MPS Immobiliare S.p.A.
“Noteholders” means, collectively, the holders of the Series A Notes, the Series B Notes and the Series Z Notes.
“Notes” means, collectively, the Series A Notes, the Series B Notes and the Series Z Notes.
“Offered Notes” means the Series A Notes.
"Ordinary Available Funds” means, with regards to each Determination Date, the sum of the following items (without duplication):
9 (a) any and all sums credited to the Collections Account, the Principal Account, the Payments Account, the Accumulation Account (after deduction of any sums deposited during the Initial Period on the Accumulation Account in accordance with Section 6.2 (Use of Extraordinary Available Funds before notification of an Enforcement Event) as well as the interest accrued and payable on said sums, net of any tax allowances) and the Expenses Account;
(b) any and all sums collected or in any case received by the Issuer in relation to the Receivables, the Portfolio of Receivables and the other Issuer Rights as of the immediately preceding Determination Date (included) and up to the Determination Date (excluded) on which the Ordinary Available Funds are calculated (or, in relation to the first Determination Date, from the Issue Date (included) to the first Determination Date (excluded), as well as any and all sums which the Issuer expects to collect from the Swap Counterparty pursuant to the Swap Agreement within the Payment Date, with the exclusion of the Extraordinary Available Funds.
“Original Loan Agreement” means the mortgage loan agreement executed on 3 July 2009 between Banca MPS and MPS Immobiliare.
“Payments Account” means the bank account opened by the Issuer at the Paying Agent for the purpose of managing the payments to the Noteholders and to the other Issuer Creditors.
“Paying Agent” means BNP Paribas Securities Services, Milan branch, and each of its successors or assignees pursuant to the Cash and Payment Management Agreement.
“Payment Date” means 30 June and 31 December of each year starting from 30 June 2011 (or, if this day is not a Business Day, the immediately succeeding Business Day, unless said day falls in the following calendar month in which case it shall refer to the Business Day immediately preceding). With reference to 2033 and to 2039, the Payment Dates shall fall on 31 July (instead of 30 June) and 31 December.
“Payments Report” means the report prepared by the Calculation Agent before each Payment Date.
“Placement Agent” means MPS Capital Services S.p.A.
“Placement Contracts” means the agreements entered into on or about the Execution Date between the Issuer and MPS Capital Services S.p.A. for the purpose of placing the Series A Notes and the Series B Notes, as well as for the purpose of underwriting the Series A Notes, the Series B Notes and the Series Z Notes remained unsubscribed at the end of the placement period.
“Pledge Agreement” means the deed of pledge entered into on or about the Execution Date between the Issuer, the Account Bank, the Paying Agent and the Representative of the Noteholders pursuant to which the Issuer granted in favor of the Noteholders and of the other Issuer Creditors a pledge over the Issuer Accounts (other than the English Accounts) and over the Issuer Rights.
“Portfolio of Receivables” means the Receivables and any guarantee and/or security interest accessory to the Receivables, including, without limitation, the mortgage and assignment of the rents by way of security, as well as the other claims, rights, powers or privileges accessory to the Receivables.
“Premium” means:
(a) with reference to the Series B Notes and to be applied on the Ordinary Available Funds,
(i) an amount equal to the difference, if positive, between the Ordinary Available Funds at a Payment Date – starting from 31 July 2033 – and the amount of all payments due by the
10 Issuer in accordance with items from (i) to (x)(a) of the Priority of Payment pursuant to Section 6.1; and
(ii) an amount equal to the difference, if positive, between the Ordinary Available Funds at a Payment Date – starting from 31 July 2033 – and the amount of all payments due by the Issuer in accordance with items from (i) to (viii) of the Priority of Payment pursuant to Section 6.4;
it being understood that the Premium may never exceed, as a whole, the maximum amount of €15,500,000;
(b) with reference to the Series Z Notes:
(i) to be applied on the Ordinary Available Funds, an amount equal to the difference, if positive, between Ordinary Available Funds on a given Payment Date and the amount of all the payments due by the Issuer in accordance with the items from (i) to (x) of the Priority of Payment pursuant to Section 6.1 (or of the items from (i) to (vi) of the Priority of Payment pursuant to Section 6.3);
(ii) to be applied on the Extraordinary Available Funds, an amount equal to the difference, if positive, between the Extraordinary Available Funds at a given Payment Date and the amount of all the payments due by the Issuer in accordance with the items from (i) to (iii) of the Priority of Payment pursuant to Section 6.2; and
(iii) to be applied on the Available Funds, an amount equal to the difference, if positive, between the Available Funds at a given Payment Date and the amount of all the payments due by the Issuer in accordance with the items from (i) to (xii) of the Priority of Payment pursuant to Section 6.4;
it being understood that, with reference to the preceding paragraph (b)(i), the Premium attributable on each Payment Date may never exceed the maximum amount calculated as follows: €2,500,000 multiplied by the ratio between Residual Rent and Initial Rent.
“Principal Account” means the bank account opened by the Issuer at the Cash Manager's London branch for the purpose of depositing and investing the liquidity available on the other Issuer Accounts between a Payment Date and the immediately succeeding Payment Date, as provided for by Cash and Payment Management Agreement.
“Priority of Payment” means the priority of payments from time to time applicable according to Section 6.1 (of the Ordinary Available Funds before Notification of an Enforcement Event), Section 6.2 (Use of Extraordinary Available Funds before notification of an Enforcement Event), Section 6.3 (Use of the Available Funds after the repayment of the Series A Notes and of the Series B Notes) and Section 6.4 (Use of the Available Funds after the Notification of an Enforcement Event).
“Prospectus” means the Prospectus prepared by the Issuer with reference to the Notes.
“Qualified Investments” means the deposit of cash with the Account Bank and with the Cash Manager.
“Quotation Day” means, with regards to each Interest Period starting from 30 June 2012, the immediately preceding Determination Date. “Rating Agency” means Fitch Ratings Ltd.
“Real Estate Assets” means the pool of real estate assets transferred by MPS Immobiliare to the debtor within the context of the Contribution.
11 “Receivables” means all and any the monetary receivables and other rights deriving from the Loan.
“Receivables Assignment Agreement” means the assignment agreement entered into on or about the Execution Date between the Assignor and the Issuer pursuant to which the Assignor transferred without recourse (pro soluto) and as a pool (in blocco) to the Issuer the Receivables and the relevant Portfolio of Receivables in accordance with Italian Law No. 130 dated 30 April 1999.
“Reference Rent” means the flow of rent related to any half-year period following the half-year period in which the Authorised Disposal falls, associated with the asset interested by the Authorised Disposal, as provided for by the Loan Agreement and/or by the Lease Agreements.
“Regulations 809” means Regulation 2004/809/EC of the Commission dated 29 April 2004.
“Relevant Jurisdiction” has the meaning established in Section 8.3 (Repayment for tax or legal reasons).
“Repayment Event” means one of the events listed under the Section 8.4 (Repayment for tax or legal reasons).
“Repayment Notice” has the meaning established in Section 8.4 (Repayment for tax or legal reasons).
“Representative of the Noteholders” means KPMG Fides Servizi di Amministrazione S.p.A..
“Reserved Matters” has the meaning pursuant to Section 13.4 (Appointment and powers of the Representative of the Noteholders).
“Residual Rent” means the difference between the Initial Rent and the portion of the Initial Rent attributable to all and any assets from time to time interested by Authorised Disposals and no longer included within the Real Estate Assets.
“Scheduled Amortisation Profile” means the Scheduled Amortisation Profile of the Series A Notes and of the Series B Notes, as described under Scheduled B to these Terms and Conditions and as amended from time to time in accordance with the provisions of Section 8.3 (Modification of the Scheduled Amortisation Profile); before the Payment Date falling on 31 December 2014, this plan also includes the principal portion to be deposited on the Accumulation Account in relation to the Series A Notes, as specified in the table below:
Accumulation Account Amortisation Plan Values expressed in EUR
Accumulation Account Date Balance 31-Dec-10 67.141.281,08 30-Jun-11 63.017.616,58 31-Dec-11 111.236.839,95 30-Jun-12 159.202.673,44 31-Dec-12 195.143.278,89 30-Jun-13 230.682.440,92 31-Dec-13 265.851.069,71 30-Jun-14 300.604.764,90
"Securitisation" means the securitisation carried out by the Issuer through the purchase of the Receivables and the issuance of the Notes.
“Security Interests” means, collectively, any and all the security interests backing the Loan, as better described in the Loan Agreement.
12 “Series” means, as the case may be, the Series A Notes, the Series B Notes, the Series Z Notes or the respective Noteholders.
“Series A Notes” means the Euro 1,536,640,000 Series A Asset Backed Notes bearing a Fixed Rate equal to 3.00% until 30 June 2012 and then bearing a Floating Rate due 30 June 2040.
“Series B Crystallisation Date” means the earlier of:
(i) the date on which the Actual Nominal Value of the Series B (Notes) reaches the Maximum Theoretical Nominal Value of the Series B (Notes); and
(ii) the first Payment Date after the Payment Date on which the Series A Notes have been fully repaid in accordance with the Priority of Payment;
“Series B Notes means the Euro 130,000,000 Series B Asset Backed Fixed Rate Notes with Incremental Principal up to Euro 235,000,000 due 30 June 2040.
“Series Z Notes” means the Euro 3,000,000 Series Z Asset Backed Variable Premium Notes due 30 June 2040.
“Servicer” means Banca Monte dei Paschi di Siena S.p.A. and any of its successors or assignees pursuant to the Servicing Agreement.
“Servicer Report” means the statement prepared by the Servicer prior to each Payment Date.
“Servicing Agreement” means the agreement entered into on or about the Execution Date between the Issuer and the Servicer pursuant to which the Servicer was appointed for the collection of the Receivables and the Portfolio of Receivables as well as the provision of certain cash and payment services, also for the purposes of Section 2, paragraph 3(c) of Italian Law No. 130 dated 30 April 1999 and of the Bank of Italy Communication dated 3 November 2003.
“SFP” means the hybrid instruments (strumenti finanziari partecipativi) which are to be issued within the Issue Date by the Consortium pursuant to Section 2346, paragraph 6, of the Italian civil code against a cash contribution according to the Consortium Articles of Association in force.
“Substitutive Tax” means the substitutive tax pursuant to Italian Decree 239/96.
“Supplementary Deed” means the addendum agreement executed at the time of the Execution Date between Banca MPS and the Consortium (as successor of MPS Immobiliare in the capacity of Debtor) amending and supplementing the Original Loan Agreement.
“Swap Agreement” means the interest rate swap agreement governed by English law entered into on or about the Execution Date between the Issuer and Swap Counterparty, in order hedge certain financial risks of the Issuer relative to the interest payments accrued on the Notes.
“Swap Counterparty” means Banca MPS and each his successors or assignees pursuant to the Swap Agreement.
“Target Amount” means the Time-Discounted Value of the Rents.
“Tax” means any tax, tribute, duty or charge of similar nature imposed, drawn, collected or calculated by the Republic of Italy or by any authority thereof, or any other authority having jurisdiction on fiscal matters, as well as the interest and the sanctions consequential to the non- payment or late payment thereof.
“Tax Allowance” means a deduction or withheld funds related to Taxes.
13 “Tenants” means the lessees pursuant to the Lease Agreements related to the Real Estate Assets.
“Terms and Conditions” means these Terms and Conditions.
“Time-Discounted Value of the Rents” means the present value of the Reference Rent increased by the inflation component with regards to each property subject to Authorised Disposal, and calculated in correspondence with the rent payment date immediately after said Authorised Disposal by applying the discount factor relative to each property.
“Transaction Documents” means the Loan Agreement, the Assignment Agreement, the Servicing Agreement, the Corporate Services Agreement, the Cash and Payment Management Contract, the Intercreditor Agreement, the Swap Agreement, the Pledge Agreement, the Deed of Charge and any other agreement executed by the Issuer o or about the Issue Date for the successful outcome of the transaction.
2.2. Attachments
The tables reported as Schedules, as modified from time to time, form substantial part of these Terms and Conditions. With respect to Schedules A and C, the correspondence between each real estate asset and the relevant identification code is contained in the table under Schedule D.
3. FORM AND DENOMINATION
3.1. Form of the Notes
The Notes are issued in dematerialised form and are held in such form on behalf of the Noteholders by Monte Titoli S.p.A. through Authorised Intermediaries in accordance with the provisions of section 83-bis and following sections of the Financial Consolidated Act and the relevant implementary measures, as amended and supplemented from time to time. The transfer of the Notes as well as the constitution of any lien or charge over them are governed by the aforesaid Decree. The Noteholders may not request the issuing of any certificate or physical document representative of the Notes.
3.2. Name
Any and all Notes are denominated in Euro.
Series A Notes
The Series A Notes are issued and fully paid upon issue for an aggregate amount of € 1,536,640,000 corresponding to 1,536,640 Notes with denominations of € 1,000.
Series B Notes
The Series B Notes are issued for a Maximum Theoretical Nominal Value up to € 235,000,000 (the “Maximum Theoretical Nominal Value of the Series B (Notes)”) with a minimum denomination of €250,000 or successive multiples of €1,000 (it being understood that transfers and/or subdivisions of notes for units of amounts less than €250,000 shall not be allowed). At the time of the issue, the Series B Notes are subscribed and paid only in part up to the amount of € 130,000,000 (the “Initial Nominal Value of the Series B (Notes)”).
Following the issue, the Series B Noteholders shall pay to the Issuer additional sums for the increment of the nominal value of the respective Series B Notes pro quota on the basis of the amount subscribed by each of them up to the aggregate maximum nominal value of € 235,000,000 in accordance with the provisions of Section 3.3 (Incremental Principal – Series B). The “Actual Nominal Value of the Series B (Notes)” indicates the sum of the Initial Nominal Value of the Series B (Notes), plus any payments for the increment
14 of the relevant nominal value made by the Series B Noteholders on each Payment Date, net of any principal amounts already repaid by the Issuer (if any).
Series Z Notes
The Series Z Notes are issued and entirely paid upon issue for an aggregate amount of € 3,000,000, corresponding to 3,000 Notes with denomination of € 1,000. The Series Z Notes may only circulate together with the SFP, once the latter have been issued by the Consortium.
3.3. Incremental Principal – Series B Notes
On each Payment Date preceding the Payment Date on which the Series A Notes are entirely repaid (inclusive), each Series B Noteholder shall pay to the Issuer an amount for the increment of the nominal value of the Series B Notes determined as the product between:
(i) the Actual Nominal Value of the Series B (Notes);
(ii) 2.94% per annum; and
(iii) the number of days lapsing from the immediately preceding Payment Date (or, in the case of the first Payment Date, from the Issue Date), all on the conventional base of 360 days per year and 30 days per month, adjusted at the closest Euro cent.
The amount so determined and due to the Issuer on each Payment Date is hereinafter referred to as the “Incremental Value of the Series B Notes”. The obligations of the Series B Noteholders to pay the Incremental Value of the Series B Notes are several and each of the Series B Noteholders shall be obliged to pay a portion of the Incremental Value of the Series B Notes proportional to the relevant Series B Notes and to the duration of the relevant holding. The Issuer may (but is not obliged to) withhold the interest amounts due to Series B Noteholders pursuant to Section 7.2.2, paragraph (b) below (Interest rate of the Notes) allocating this amount to increment the nominal value of the Series B Notes and thereby extinguishing the corresponding payment obligations of the Series B Noteholders. Should the Issuer not wish to avail itself of this option, it shall be obliged to first consult with the Representative of the Noteholders whose opinion shall be binding for the Issuer.
It is understood that the Actual Nominal Value of the Series B (Notes) may never exceed the Maximum Theoretical Nominal Value of the Series B (Notes) (after deduction from the latter of the principal amount already repaid by the Issuer (if any)) and no payment for the increment of the nominal value of the Series B Notes may be required by the Issuer as from the first Payment Date following the full repayment of the Series A Notes (inclusive).
4. STATUS, PRIORITY AND SEGREGATION
4.1. Status
The Notes constitute secured limited recourse obligations of the Issuer and, accordingly, the obligation of the Issuer to make payments under the Notes is limited to the amounts received or recovered by the Issuer in respect of the Portfolio of Receivables and the other Issuer Rights, which shall be applied in accordance with the Priority of Payment provided for under Section 6 (Priority of Payment).
The Noteholders acknowledge that the limited recourse nature of the Notes produces the effects of a “contratto aleatorio” and they accept the consequences thereof, including but not limited to the provisions under Section 1469 of the Italian Civil Code.
15 4.2. Priority
Within each Series, the relevant Notes will rank pari passu without preference or priority amongst themselves. As regard the principal repayment and within the limits provided for in these Terms and Conditions, the Series A Notes will rank with priority over the Series B Notes and the Series Z Notes. The Series B Notes will rank with priority over the Series Z Notes.
4.3. Segregation
Pursuant to Italian Law and the Transaction Documents, the Issuer rights and the proceeds arising from the Portfolio of Receivables and the other Issuer Rights shall be segregated from any and all of the other Issuer's assets. Both before and pending a winding-up of the Issuer (if any), any and all assets included among the segregated assets as well as any and all proceeds arising therefrom shall be applied to satisfy any obligation undertaken by the Issuer with regard to the Noteholders and the other Issuer Creditors according to the Priority of Payment set forth under the Section 6 (Priority of Payment).
The rights of the Noteholders and of the other Issuer Creditors are also guaranteed: (i) by an assignment by way of security over the Issuer receivables vis-à-vis the Swap Counterparty pursuant to the Swap Agreement; (ii) by a pledge on the Collections Account, the Extraordinary Collections Account, the Payments Account and the Expenses Account, as provided for in the Pledge Agreement; and (iii) by an English law charge over the English Accounts pursuant to the Deed of Charge. The enforcement and the application of the proceeds deriving from the above security interests are governed by the Intercreditor Agreement.
5. OBLIGATIONS OF THE ISSUER
5.1. General commitments
Until all the Issuer's obligations in relation to the Notes have been fully satisfied, the Issuer may not, without the prior written authorisation of the Representative of the Noteholders and in any case without prejudice to what otherwise regulated by the Transaction Documents:
(a) establish or allow the establishment or the existence of security interests or any other encumbrance on the Issuer Rights, nor dispose, for any reason, of the Issuer Rights;
(b) acquire a controlling stake nor a significant influence, pursuant to Section 2359 of the Italian Civil Code, in any company, nor hire employees nor have secondary offices, and more generally, perform activities that are not established in the Transaction Documents or in any case, instrumental in order to implement the Securitisation;
(c) take resolutions for the distribution of profits or the reduction of the share capital, without prejudice to the cases in which it is expressly required by law;
(d) take on financial indebtedness, regardless of its technical form or also provide security interests for bonds of other parties, regardless of the nature;
(e) execute mergers, spin-off, transformations, demergers or other extraordinary transactions;
(f) allow that amendments be introduced to Transaction Documents of which it is a party or such documents be rescinded, or that the obligations therein provided for be extinguished or renounced; exercise the power to consent or waive, pursuant to the Transaction Documents (including every right to consent or renounce according to the Portfolio of Receivables);
(g) within the limits to which consent of the creditor party is necessary pursuant to the Loan Agreement, allow that amendments to the Consortium and Loan Documents be introduced
16 that could impair the interest of the Noteholders or of any other Creditor of the Issuer, or that the obligations therein provided for be extinguished or renounced;
(h) execute amendments of its Articles of Association or Articles of Incorporation that could impair the interests of the Noteholders or of any other Creditor of the Issuer, without prejudice to the case in which such amendments are required by the Italian law or by the relevant regulatory authorities;
(i) cease to comply with the statutory and/or regulatory formalities necessary to maintain its status of company for the securitisation of receivables pursuant to Italian Law 130/99.
Against a request of the Issuer, the Representative of the Noteholders may determine whether or not to provide its consent in pursuing the interests of the Noteholders and of the Issuer's other Creditors, according to what is provided for in the Intercreditor Agreement and in the subsequent Section 13.4 (Appointment and powers of the Representative of the Noteholders).
5.2. Commitments concerning the Issuer's Accounts
Until all obligations relative to the Notes have been fully discharged, the Issuer pledges to not open bank accounts other than the Issuer's Accounts and the Issuer's Corporate Capital Account, as well as to not operate on and enable said accounts to be operated on according to the following provisions:
(i) the sums from time to time accredited on the Collections Account and on the Extraordinary Collections Account shall be transferred within the Business Day after the collection on the Principal Account, under the care, respectively, of the Account Bank and of the Cash Manager;
(ii) the sums from time to time accredited on the Principal Account and on the Accumulation Account may be used to make Qualified Investments by the Cash Manager;
(iii) the proceeds arising from the Qualified Investments, if performed, must be promptly accredited on the Principal Account (or on the Accumulation Account, depending upon the origin of the invested funds), by the Cash Manager; in any case, the Qualified Investments, if performed, must be paid, and the relevant income accredited on the Principal Account (or on the Accumulation Account, depending upon the origin of the invested funds), at least three Business Days prior to each Payment Date, by the Cash Manager;
(iv) the sums from time to time accredited on the Principal Account, on the Accumulation Account (net of the sums deposited during the Initial Period pursuant to Section 6.2 (Use of Extraordinary Available Funds before notification of an Enforcement Event) and on the Expenses Account must be transferred to the Payments Account at least two Business Days before each Payment Date, and then used to make payments in the name of the Issuer according to the Priority of Payment;
(v) the sums from time to time accredited on the Expenses Account must be used for the payment of any expenses and costs due by the Issuer and payable on a date other than a Payment Date; the Expense Fund shall be subsequently replenished on each Payment Date from the Ordinary Available Funds to the extent of the maximum amount of € 100,000;
(vi) the sums deposited on the Accumulation Account during the Initial Period pursuant to Section 6.2 (Use of Extraordinary Available Funds before notification of an Enforcement Event) shall be used according to the provisions of said Section.
17 6. PRIORITY OF PAYMENT
6.1. Use of the Ordinary Available Funds before Notification of an Enforcement Event
Unless the Issuer has received a Notification of an Enforcement Event, the Ordinary Available Funds - as calculated on each Determination Date - shall be utilised by the Issuer, or on behalf of the latter, on the next Payment Date to make the payments owed to the Noteholders and to the Issuer's other Creditors, according to the Priority of Payment below:
(i) for the payment, divided equally among each other and proportionally to the relative amount:
(a) of the Fees and of every other cost or expense incurred to preserve the Issuer's status as a company for the securitisation of receivables pursuant to the Law 130/99 (therein including, as an example, any Notary Expenses or the remuneration owed to auditors);
(b) of other costs incurred in relation to the Notes (therein including, as an example, the costs incurred for any notifications to the Noteholders);
(c) of any amount owed for any reason to any third party which is a creditor of the Issuer (other than the Issuer's other Creditors) in relation to the Securitisation;
within the limits to which the Expense Fund credited on the Expenses Account has been insufficient to cover said costs during the immediately preceding Interest Period;
(ii) to credit the Expenses Account with the amount necessary to restore the Expense Fund to the sum of €100,000;
(iii) for the payment of all amounts owed to the Representative of the Noteholders for any reason in relation to the Securitisation Documents and to the Securitisation;
(iv) for the payment, divided equally among each other and proportionally to their relative amount, of all sums due for any reason to the Agents, to the Servicer, to the Corporate Servicer, to the Rating Agency pursuant to the Securitisation Documents;
(v) for the payment, divided equally among each other and proportionally to their relative amount, of the sums due for any reason to the Swap Counterparty according to the Swap Agreement, except for any amounts which can be attributed to the Swap Counterparty that may become due following the termination of the Swap Agreement;
(vi) for the payment of all the sums due for interest on the Series A Notes;
(vii) for the payment of all the sums due for interest on the Series B Notes;
(viii) before the Payment Date which falls on 31 December 2014, for the deposit on the Accumulation Account of an amount up to the limit established in the Scheduled Amortisation Profile;
(ix) starting from the Payment Date which falls on 31 December 2014:
(a) for the principal repayment of the Series A Notes up to the extent of the Maximum Scheduled Repayment; or also
(b) for the principal repayment of the Series A Notes without limitations, in case of (a) the voluntary prepayment of the Loan or also (b) the collection by the Issuer of an
18 indemnity pursuant to the Transaction Documents (other than the Loan Agreement);
(x) subsequent to the complete repayment of the Series A Notes:
(a) for the principal repayment of the Series B Notes to the extent of the Maximum Scheduled Repayment, it being understood that, until the date falling eighteen months after the Series B Crystallisation Date Notes, the amount repaid from time to time may never exceed the Maximum Repayable Amount; and subordinately
(b) starting from the Payment Date which falls on 31 July 2033, for the Payment of the Premium relative to the Series B Notes;
(xi) for the Payment of the Premium relative to the Series Z Notes;
(xii) for the payment - divided equally among each other and proportionally to their relative amounts - of the sums due for any reason to the Swap Counterparty according to the Swap Agreement, if said amounts are due following a termination of the Swap Agreement attributable to the Swap Counterparty;
(xiii) on the Final Maturity date, after the complete repayment of the Series A Notes and of the Series B Notes, for the principal repayment of the Series Z Notes.
6.2. Use of Extraordinary Available Funds before notification of an Enforcement Event
Unless the Issuer has received Notification of an Enforcement Event, the Extraordinary Available Funds, as calculated on each Determination Date, shall be utilised by the Issuer, or on behalf of the latter, on the next Payment Date to make the payments owed to the Noteholders and to the Issuer's other Creditors according to the Priority of Payment below:
(i) for the payment, divided equally among each other and proportionally to the relative amount:
(a) for what is owed to the Swap Counterparty in connection with the reduction of the notional amount of the Swap Agreement following a mandatory partial prepayment of the Loan;
(b) for the payment or the repayment of any Other Cost incurred or to be incurred by the Issuer with respect to mandatory partial prepayment of the Loan;
(ii) subsequent to the Initial Period, for the principal repayment of the Series A Notes;
(iii) after the Initial Period and subsequent to the full repayment of the Series A Notes, for the principal repayment of the Series B Notes, it being understood that - until the date falling eighteen months after the Series B Crystallisation Date - the amount repaid from time to time may not exceed the Maximum Repayable Amount; and
(iv) for the Payment of the Premium relative to the Series Z Notes; it being understood that:
(a) with respect to the preceding item (iii) the amounts in excess of the Maximum Repayable Amount shall be repaid on the first Payment Date after the date falling eighteen months after the Series B Crystallisation Date Notes, respectively;
19 (b) on each Payment Date, the amounts payable by the Issuer pursuant to the preceding items (ii) and (iii) may never exceed the Target Amount calculated for that Payment Date;
(c) before the expiration of the Initial Period, the Extraordinary Available Funds - as determined above up and to the limit of the Target Amount - shall be deposited on the Accumulation Account and, on the first Payment Date after the expiration of the Initial Period, they shall be used to initially repay the principal of the Series A Notes and subsequently the principal of the Series B Notes.
6.3. Use of the Available Funds after the repayment of the Series A Notes and of the Series B Notes
As of the Payment Date falling on 31 July 2033 (exclusive) and provided that:
(a) the Series A Notes and the Series B Notes have been fully repaid; and
(b) the Issuer has not received a Notification of an Enforcement Event; the Available Funds, as calculated on each Determination Date, shall be used by the Issuer, or on behalf of the latter, on the next Payment Date to make the payments owed to Noteholders and to the Issuer's other Creditors according to the Priority of Payment below:
(i) for the payment, divided equally among each other and proportionally to the relative amount:
(a) of the Fees and of every other cost or expense incurred to preserve the Issuer's status as a company for the securitisation of receivables pursuant to the Italian Law 130/99 (therein including, as an example, any Notary Expenses or the remuneration owed to the auditors);
(b) of other costs incurred in relation to the Notes (therein including, as an example, the costs incurred for any notifications to the Noteholders);
(c) of any amount owed for any reason to any third party which a creditor of the Issuer (other than the Issuer's other Creditors) in relation to the Securitisation;
within the limits to which the Expense Fund credited on the Expenses Account has been insufficient to cover said costs during the immediately preceding Interest Period;
(ii) to credit the Expenses Account with the amount necessary to restore the Expense Fund to the sum of €100,000;
(iii) for the payment of all amounts owed to the Representative of the Noteholders for any reason in relation to the Securitisation Documents and to the Securitisation;
(iv) for the payment, divided equally among each other and proportionally to their relative amount, of all sums owed for any reason to the Agents, the Servicer, the Corporate Servicer, and the Rating Agency, according to the Securitisation Documents;
(v) for the Payment of the Premium relative to the Series Z Notes;
(vi) for the principal repayment of the Series Z Notes; it being understood that any residual amount shall finally be paid to the Series Z Noteholders as Premium.
20 6.4. Use of the Available Funds after Notification of an Enforcement Event
Unless the Issuer has received a Notification of an Enforcement Event from the Issuer, the Ordinary Available Funds - as calculated on each Determination Date - shall be used by the Issuer, or on behalf of the latter, on the next Payment Date to make the payments owed to the Noteholders and to the Issuer's other Creditors according to the Priority of Payment below:
(i) for the payment, divided equally among each other and proportionally to the relative amount:
(a) of the Fees and of every other cost or expense incurred to preserve the Issuer's status as a company for the securitisation of receivables pursuant to the Italian Law 130/99 (therein including, as an example, any Notary Expenses or the remuneration owed to auditors);
(b) of other costs incurred in relation to the Notes (therein including, as an example, the costs incurred for any notifications to the Noteholders);
(c) of any amount owed for any reason to any third party which is a creditor of the Issuer (other than the Issuer's other Creditors) in relation to the Securitisation;
within the limits to which the Expense Fund credited on the Expenses Account has been insufficient to cover said costs during the immediately preceding Interest Period;
(ii) to credit the Expenses Account with the amount necessary to restore the Expense Fund to the sum of €100,000;
(iii) for the payment of all amounts owed to the Representative of the Noteholders for any reason in relation to the Securitisation Documents and to the Securitisation;
(iv) for the payment, divided equally among each other and proportionally to their relative amount, of all sums owed for any reason to the Agents, the Servicer, the Corporate Servicer, and the Rating Agency, according to the Securitisation Documents;
(v) for the payment, divided equally among each other and proportionally to their relative amount, of the sums owed for any reason to the Swap Counterparty according to the Swap Agreement, except for any amounts which can be attributed to the Swap Counterparty that may become due following the termination of the Swap Agreement;
(vi) for the payment, divided equally among each other and proportionally to their relative amount, of all the sums due for interest on the Series A Notes;
(vii) for the principal repayment of the Series A Notes up until the complete repayment thereof;
(viii) for the payment, divided equally among each other and proportionally to their relative amount, of all the sums due for interest on the Series B Notes;
(ix) for the principal repayment of the Series B Notes, up until the complete repayment thereof, and for the Payment of the Premium relative to the Series B Notes;
(x) for the payment, divided equally among each other and proportionally to their relative amount, of all the sums due for interest on the Series Z Notes;
(xi) for the payment, divided equally among each other and proportionally to their relative amount, of the sums owed for any reason to the Swap Counterparty according to the Swap
21 Agreement, if such amounts are due following a termination of the Swap Agreement attributable to the Swap Counterparty;
(xii) after the complete repayment of the Series A Notes and of the Series B Notes, for the principal repayment of the Series Z Notes, up until complete repayment thereof; it being understood that any residual amount shall finally be paid to the Series Z Noteholders as Premium.
6.5. Payments Report
Within each Determination Date the Calculation Agent shall arrange a Payments Report indicating:
(i) the amount of the Available Funds on that Determination Date, inclusive of the payments owed to Issuer by the Swap Counterparty within the Payment Date;
(ii) the detail of the amounts due by the Issuer on the next Payment Date according to the Priority of Payment applicable each time.
The Payments Report must be sent without delay to the Issuer, the Representative of the Noteholders, the Rating Agency, the Arrangers, and the Paying Agent, according to the provisions of the Cash and Payment Management Agreement.
7. INTEREST
7.1. Payment Dates and Interest Periods
Interests accrue on the Notes starting from the Issue Date (inclusive) and are payable in Euro on semi- annual maturity dates postponed in relation to each Interest Period, on 30 June and on 31 December every year starting from 30 June 2011 (or also, if this day is not a Business Day, the Business Day immediately after, unless this day falls in the next calendar month, in which case it shall refer to the Business Day immediately preceding ) (each, a "Payment Date"). With respect to 2033 and to 2039, the Payment Dates shall fall on 31 July (instead of 30 June) and the 31 December.
Interests shall be calculated in proportion to the number of days actually lapsed and on the conventional base of 360 days per year and 30 days per month, rounding to the closest Euro cent.
7.2. Interest Rate of the Notes
The interest rate relative to each Series of Notes with the exception of the Series Z Notes (the "Interest Rate") shall be determined by the Calculation Agent on the Fixing Date immediately prior to each Interest Period. The Interest Rate will be, for each Interest Period:
7.2.1. with respect to the Series A Notes, equal to 3.00% per year up until 30 June 2012 (inclusive) and, then, equal to the sum of the Base Rate as recorded from time to time and of the Margin;
7.2.2. with respect to the Series B Notes, until the Payment Date on which the Series A Notes are fully repaid (inclusive):
(a) for a portion corresponding only to the Initial Nominal Value of the Series B Notes, equal to 7.41% per year; and
(b) for a portion corresponding to the whole Actual Nominal Value of the Series B Notes, equal to 2.94% per year;
22 7.2.3. with respect to the Series B Notes, starting from the Payment Date on which the Series A Notes are fully repaid (exclusive), equal to 2.94% per year (calculated on the Actual Nominal Value of the Series B Notes).
On each Payment Date, the Issuer shall withhold the accrued interests pursuant to Section 7.2.2, paragraph (b), ascribing them as increase of the nominal value of the Series B Notes, as established by the preceding Section 3.3 (Incremental Principal – Series B).
7.3. Premium to the holders of the Series B Notes
The holders of the Series B Notes shall be recognised a Premium to be paid through the Ordinary Funds, as established in the corresponding Priority of Payment.
7.4. Premium to the holders of the Series Z Notes
The holders of the Series Z Notes shall be exclusively recognised a Premium to be paid through the Extraordinary Available Funds and a Premium to be paid through the Ordinary Available Funds, as established by the respective Priority of Payment.
7.5. Determination of the Interest Rates and calculation of the interests to be paid
On each Determination Date, the Calculation Agent shall determine and notify to the Issuer, Monte Titoli and the Representative of the Noteholders:
7.5.1. starting from 30 June 2012, the applicable Interest Rate during the next Interest Period with respect to the Series A Notes; and
7.5.2. the amount of the interest payable in relation to the Series A Notes and to the Series B Notes on the Payment Date immediately subsequent;
7.5.3. the possible Premium to be paid in relation to the Series A Notes and to the Series B Notes on the Payment Date immediately subsequent.
The Issuer shall ensure that this data are published without delay pursuant to Section 14 (Communications).
7.6. Disturbing events
In the case of Disturbing Events which forbid the publication or the measurement of the Base Rate, the Calculation Agent may set a substitute value based on the quotations requested to five leading market operators identified on its discretion. In the event that the requested quotation is provided by more than three market operators, then the Calculation Agent will exclude, for the purpose of substitute value calculations, the highest quotation and lowest quotation and the substitute value will be given by the arithmetic average of the residual quotations. If the quotation requested is provided by three or less leading market operators, the substitute value shall be determined as the arithmetic average of all the quotations provided, without excluding the highest and the lowest.
If during the life of the Notes:
(i) the Banking Federation of the European Union (the “Sponsor”) ceases or suspends for any reason the calculation and the publication of the value of the 6-Month Euribor rate, and such value is calculated and published by a party other than the Sponsor, the Calculation Agent shall refer to this calculation and this publication, and the term “Sponsor” shall therefore be understood to refer to this different party starting from the date of replacement;
23 (ii) the Base Rate is replaced by a different rate which, in the reasonable opinion of the Calculation Agent, is determined by using a similar formula or a similar calculation method, the Calculation Agent will refer to this new rate and it will be understood that the term “Base Rate” will refer to it;
(iii) the Sponsor makes a significant modification in the formula or method used for calculating the Base Rate, the Calculation Agent will have the option to use - under its own reasonable discretion and according to the prevailing market practice - a rate determined and calculated by the Calculation Agent itself using the formula or the calculation methods that are applicable before the modification; in this case, the term “Base Rate” shall be understood to refer to the rate as determined and calculated by the Calculation Agent.
The Issuer shall ensure that these Disturbing Events, as well as the measures consequentially undertaken, are published without delay and according to Section 14 (Communications).
7.7. Determination or calculation by the Representative of the Noteholders
Should the Calculation Agent fail to make the determinations and the calculations as of the preceding Section 7.5 (Determination of the Interest Rate and calculation of the interests to be paid), the Representative of the Noteholders shall arrange to do so at the expense and under the responsibility of the Issuer.
7.8. Binding nature of the communication
All surveys, determinations and calculations made according to this Section 7 (interest) are understood to be final and binding, with the exception for the event of evident mistake. Except for the event of malice or gross negligence by the Calculation Agent, the Issuer or the Representative of the Noteholders will not incur any responsibility in relation to the Noteholders with regards to said surveys, determinations, and calculations.
7.9. Agents
The Issuer shall ensure that, until the Notes have been full extinguished or repaid, at every moment there is an Account Bank, a Calculation Agent, a Paying Agent and a Cash Manager. If one of the appointed subjects can not or does not wish to continue to perform its assignment, the Issuer must appoint as substitute a bank whose appointment had already been approved in writing by the Representative of the Noteholders beforehand. In case of renunciation, the Account Bank, the Calculation Agent, the Paying Agent or the Cash Manager shall nevertheless provide their respective services until the appointment of a substitute, which must be approved in writing by the Representative of the Noteholders. The appointment of any substitute must be published via notice pursuant to Section 14 (Communications).
8. REPAYMENT, PURCHASE AND CANCELLATION
8.1. Final repayment
Without prejudice to what is provided for by Section 4.1 (Nature), the Issuer must repay the Notes at their par value on the Payment Date of 31 June 2040 (the "Final Maturity Date").
The Issuer may not repay any Series of the Notes before the corresponding Final Maturity Date, not even in part, if not within the limits provided for by the Sections 8.2 (Repayment in accordance with the Scheduled Amortisation Profile) and 8.3 (Repayment for tax or legal reasons). Nevertheless, the Notes shall become immediately repayable upon the occurrence of an Enforcement Event in accordance with what is established in Section 12 (Enforcement Events).
Since the Notes are financial instruments with limited recourse, their effective repayment depends on the Available Funds which the Issuer has on the Payment Date; these Available Funds will depend upon how
24 much was collected or in any case received in relation to the Receivables, to the Portfolio of Receivables and to the other Issuer Rights. Only as an example and based on the initial estimates, the Expected Maturity Date is 31 December 2030 as regards the Series A Notes, 31 July 2033 as regards the Series B Notes and the Final Maturity Date as regards the Series Z Notes.
If the Available Funds are insufficient to repay the Notes according to the Priority of Payment, the amounts due and not paid shall remain due until the Cancellation Date as established by these Terms and Conditions of the Notes.
It is understood that, with respect to the Series B Notes, in all cases of prepayment establishes by these Terms and Conditions of the Notes, the amount repaid will have to be ascribed to the payments made by the holders of the Series B Notes on the earliest date.
8.2. Repayment according to the Scheduled Amortisation Profile
Starting from the Amortisation Date and before the Notification of an Enforcement Event, the Series A Notes and the Series B Notes will be subject to a partial repayment on each Payment Date, according to the Scheduled Amortisation Profile and pursuant to the Priority of Payment. The Scheduled Amortisation Profile also indicates the portion of principal subject to continuous deposit on the Accumulation Account in relation to the Series A Notes before the Payment Date falling on 31 December 2014.
The Series Z Notes shall instead be repaid in a lump sum on the Final Maturity Date, according to the Priority of Payment.
The Series A Notes and the Series B Notes will be repaid within the limits of the Maximum Scheduled Repayment on each Payment Date, provided that on the corresponding Payment Date there are sufficient Available Funds which are useable for repayment according to the Priority of Payment. It is however understood that, in the event of a voluntary prepayment of the Loan following a refinancing, the principal of the Series A Notes may be repaid without limitations, starting from the Payment Date falling on 31 December 2014.
The Noteholders acknowledge that – since the notes are limited recourse financial instruments - the Maximum Scheduled Repayment indicates only the repayment cap estimated in good faith by the Issuer for each Payment Date, without any guarantee that the Issuer will actually have sufficient Available Funds on that date to perform a repayment of at least that amount. It is, however, understood that the repayment of principal will be only due and payable each time within the limits of the Available Funds, even though for an amount less than the Maximum Scheduled Repayment. Whenever there are no sufficient Available Funds on a Payment Date, the difference between the amount actually repaid and the Maximum Scheduled Repayment shall not be due and payable and no interests, compensatory consideration or default interests shall accrue on this sum. This sum shall be paid on the next Payment Date according to the Scheduled Amortisation Profile (as updated if necessary), provided that there are sufficient Available Funds.
The Noteholders acknowledge that the Scheduled Amortisation Profile may be subject to amendments and updates according to the provision of the following Section 8.3 (Modification of the Scheduled Amortisation Profile), upon the occurrence of certain unpredictable events outside of the Issuer's sphere of control.
The Calculation Agent shall determine the Available Funds and the possible amount of principal repayable for each Note on each Payment Date, providing notification pursuant to the following Section 8.5 (Determination of the principal payments).
The Scheduled Amortisation Profile, as anticipated on the Issue Date, is indicated in the attachment to these Terms and Conditions of the Notes under letter “B.”
25 8.3. Modification of the Scheduled Amortisation Profile
The Calculation Agent shall have the duty to redefine the Scheduled Amortisation Profile in the event of occurrence of one of the following events:
(i) the Issuer receives proceeds (a) for a Repayment of the Loan or (b) for the collection of indemnities by the Issuer pursuant to the Transaction Documents;
(ii) the principal for the Notes is not repaid on a Payment Date or it is repaid by a degree lower than the Maximum Scheduled Repayment for that date because of the lack of sufficient Available Funds;
(iii) there has been a variation in the estimated costs of the transaction by an amount greater than €50,000 on an annual basis, those costs representing costs having priority over the interest payments due in relation to the Notes.
In the event of occurrence of one of these events, the Issuer, the Representative of the Noteholders and/or the Servicer must, without delay, request that the Calculation Agent redefines the Scheduled Amortisation Profile. The Calculation Agent must notify the Issuer, the Representative of the Noteholders and the Servicer of the new Scheduled Amortisation Profile within 15 days after such request. The new Amortisation Profile shall come into force and be effective starting from the next Payment Date. The Issuer shall ensure that the new Scheduled Amortisation Profile is promptly announced by the Servicer with the most proper form of publicity agreed upon with the Representative of the Noteholders.
The redefinition of the Scheduled Amortisation Profile shall be performed by the Calculation Agent according to Section 6.2 (Use of Extraordinary Available Funds before notification of an Enforcement Event) based on the cash flow available at the time of the reference Payment Date.
The Calculation Agent shall cooperate with the Agent Bank in order to evaluate potential amendments to the Amortisation Profile whenever it is necessary for the purpose of the Loan Agreement. The Issuer henceforth authorises the Calculation Agent to provide the Agent Bank with all the information useful for this purpose.
8.4. Repayment for tax or legal reasons
In the event of occurrence of one of the following events due to a legislative amendment or in the understanding or in the implementation of the law subsequent to the Issue Date, but provided that the Initial Period has already lapsed (each a "Repayment Event"):
(i) the segregated assets of the Issuer become unconditionally subject to Taxes before the Securitisation has concluded;
(ii) the Issuer (or someone on its behalf) must (subsequent to a legislative amendment or in the understanding or in the implementation of the law subsequent to the Issue Date) apply a Tax Allowance on any sum due for principal or interests on any Series of Notes (with the exception of the Substitute Tax);
(iii) it is or becomes an offence for the Issuer to discharge its material obligations undertaken in relation to the Notes or Transaction Documents to which it is a party; or also
(iv) the Debtor must apply a Tax Allowance on any payment due by the same Debtor with respect to the Receivables; the Issuer - having provided not more than 150 and not less than 30 days of advance notice (the "Repayment Notice") in writing to the Representative of the Noteholders and to the Noteholders, pursuant to Section 14 (Communications) - may then repay, in all and not in part, the Notes at their residual par value,
26 together with the accrued interests, on the immediately following Payment Date, provided that the Issuer had previously (i) submitted a certificate signed by the Issuer's Legal Representative in which it declares that the Issuer is authorised to make such repayment and containing a representation in which it provides evidence that the conditions precedent to the Issuers right to exercise the repayment have occurred; (ii) delivered a legal opinion to the Representative of the Noteholders (in the form and in the substance deemed acceptable by the Representative of the Noteholders) on the effect of the relative Repayment Event; and (iii) ensured the Representative of the Noteholders and had submitted proofs deemed acceptable by the Representative of the Noteholders of the fact that the Issuer has the necessary funds, unobstructed of any encumbrance in favor of third parties, to discharge its obligations.
Should the Issuer becomes subject to taxation in a jurisdiction other than Italian jurisdiction (the “Relevant Jurisdiction ”), the references to the Republic of Italy must be understood to be inclusive of the Republic of Italy itself and of every Relevant Jurisdiction.
8.5. Determination of the principal payments
On each Determination Date the Calculation Agent must calculate, on behalf of the Issuer:
8.5.1. any principal amount payable on the Notes on the Payment Date immediately subsequent, as well as any amount to be deposited on the Accumulation Account; and
8.5.2. the residual par value of the Notes on such Payment Date, after deducting the principal repayment to be made.
This determination shall be irrevocable for the Issuer and binding in relation to all the parties of the Transaction Documents, with the exception for the event of evident mistake. The amounts thereby calculated shall be communicated by the Calculation Agent - within the second Business Day before each Payment Date - to the Issuer, the Representative of the Noteholders, Monte Titoli and the Paying Agent. Should the Calculation Agent not arrange for the determination or the communication of said amounts, the Representative of the Noteholders may proceed, replacing the Calculation Agent, at the expense and in the interest of the Issuer.
8.6. No purchase by the Issuer
The Issuer may neither subscribe nor purchase any Note.
8.7. Cancellation
The Notes entirely repaid by the Issuer shall be definitively cancelled and extinguished.
9. PAYMENTS
9.1. Payment of principal and interests
All payments relative to the Notes shall be made through Monte Titoli, according to the applicable rules and tax provisions from time to time applicable.
9.2. Payments on Business Days
Should the date agreed upon for an any payment not be a Business Day, such payment will not be payable until the Business Day immediately subsequent. The Noteholders shall have no claim for any interest, penalty or consideration following the deferment of the payment due to said circumstance.
27 10. TAXES
All payments relative to the Notes shall be made without any Tax Allowance, save that this Tax Allowance is compulsory by law. Neither the Issuer nor any other person shall be obliged to pay the Noteholders any Additional Amount with regards to Tax Allowances that are possibly applicable.
On the Issue Date, the interest payments relative to the Notes are subject to the Substitute Tax in the cases and under the conditions pursuant to Italian Decree 239/96.
Should the repayment of the Notes occur before eighteen months have lapsed since the Issue Date (or, with respect to the payments made by the holders of the Series B Notes in relation to the Incremental Value of the Series B Notes, since the date on which said payment is made), a sum equal to 20% shall be due by the Issuer on the interests and on the other proceeds accrued in relation to the Notes until the time of the prepayment.
11. STATUTE OF LIMITATIONS
The rights in relation to the Issuer for payments relative to the principal of the Notes expire after 10 years have elapsed. The rights in relation to the Issuer for payments relative to the interests of the Notes expire after 5 years have elapsed.
12. ENFORCEMENT EVENTS
Upon the occurrence of any one of the following events (each, an "Enforcement Event"):
(1) the Issuer does not discharge its obligation to pay the interests on the Notes on the Payment Dates or also to repay the principal on the Final Maturity Date, and this default is not remedied within the next 5 Business Days;
(2) the Issuer does not discharge any other of its obligations deriving from the Terms and Conditions of the Notes or from the Transaction Documents (other than the obligations mentioned in the preceding item (1) and this default, by the unquestionable judgment of the Representative of the Notes or subsequent to a resolution of the Noteholders' meeting, is: (a) essentially detrimental to the interest of the Noteholders and (b) not remediable, or also remediable however not remediated within the term of 30 days after the date on which said default had been challenged to the Issuer (or the longer term if granted to the Issuer by the Representative of the Noteholders);
(3) any of the Representations provided by the Issuer in any Transaction Document turns out to be incorrect or misleading in any way at the time at which was made or at the time at which it is assumed to have been made, and this circumstance, by the unquestionable judgment of the Representative of the Notes or subsequent to a resolution of the Noteholders' meeting, is: (a) essentially detrimental to the interest of the Noteholders and (b) not remediable, or also remediable however not remediated within the term of 30 days after the date on which said circumstance had been contested to the Issuer (or the longer term if granted to the Issuer by the Representative of the Noteholders);
(4) any bankruptcy proceedings is opened against the Issuer, or a relevant application is submitted (provided that, by unquestionable judgment of the Representative of the Noteholders, such application is not challenged by the Issuer in good faith and with a reasonable expectation of success);
(5) a resolution having for its subject matter the dissolution or the placement into liquidation of the Issuer is included on the agenda or in any case taken;
28 (6) an event of default causing termination of the agreement, withdrawal or forfeiture of time- limit occurs pursuant to the Loan Agreement and, as a consequence of this circumstance, the Loan becomes immediately collectable; the Representative of the Noteholders may (and must, if requested by the Noteholders' meeting) send a written notification to the Issuer declaring the occurrence of an Enforcement Event (the "Notification of an Enforcement Event"). As an effect of such communication, the Notes shall become immediately collectable at their nominal value along with accrued and unpaid interests and every other sum owed to the Noteholders. All the payments due by the Issuer must be made according to the Priority of Payment as of Section 6.4 (Use of the Available Funds after the notification of an Enforcement Event).
Following the delivery of the Notification of an Enforcement Event the Representative of the Noteholders may (and must, if requested by the Noteholders' meeting) undertake each action which is opportune to protect the rights of the Noteholders. Individual actions of the Noteholders are precluded, save for those expressly authorized by the most recent meeting thereof.
13. ORGANIZATION OF THE NOTEHOLDERS AND AMENDMENTS TO THE TERMS AND CONDITIONS OF THE NOTES
13.1. Noteholders' Meeting
Since they own the Notes, the Noteholders form an organization having the purpose of coordinating the exercise of their respective rights and protecting their interests against the Issuer.
The general meeting of the Noteholders resolves:
(i) on the appointment and revocation of the Representative of the Noteholders;
(ii) on the amendments to these Terms and Conditions of the Notes;
(iii) on any authorisations requested by the Issuer departing from the commitments as of Section 5 (Obligations of the Issuer);
(iv) on every matter expressly relegated to the its jurisdiction in the Transaction Documents; and
(v) on others matters of common interest to the Noteholders.
With the exception of what is established by the this Section 13, the provisions concerning the Issuer’s extraordinary shareholders' meeting apply to the Noteholders' meeting , in so far as compatible.
The Representative of the Noteholders has the right to call, or request the call, of a separate meeting for each Series of Notes, if the matters to be dealt with entail an actual or potential conflict of interest, or for only one or more Series, if the matters are not of common interest to the others Series. In the event of conflict, the decisions of the holders of the Series A Notes shall prevail or, if Series A Notes do not exist, those of the holders of Series B Notes.
The general meeting shall be convened in the place and at the time designated or approved by the Representative of the Noteholders. The notice may convene the general meeting both for the first and the second call, on the same day as well.
13.2. Quorum of the general meeting and validity of the resolutions
A quorum is reached:
29 (i) on the first call, with the participation of as many Noteholders who represent more than half of the principal amount of the Notes that are issued and not extinguished (of one or of all the Series concerned, as the case may be);
(ii) on the second call, with the participation of as many Noteholders who represent more than one third of the principal amount of the Notes that are issued and not extinguished (of one or of all the Series concerned, as the case may be); and resolves in any case by absolute majority vote of the capital represented in the meeting, it being understood that - for the resolutions listed below - the favorable vote of the holders who represent half of the principal amount of the Notes that are issued and not extinguished (of one or of all the Series concerned, as the case may be) is necessary, even in the second call:
(i) deferment of the Final Maturity Date or of a Payment Date;
(ii) total or partial waiver of any monetary claim of the Noteholders against the Issuer, for principal, interests or other appurtenances;
(iii) reduction of the Interest Rate or of the Premium;
(iv) amendments to this list.
13.3. Individual actions
Any individual actions started by the Noteholders to protect their respective rights and interest must be previously communicated to the Representative of the Noteholders.
The Noteholders may not undertake any individual action if such action is incompatible with the resolutions of the general meeting or with the provisions of the Intercreditor Agreement.
13.4. Appointment and powers of the Representative of the Noteholders
The Representative of the Noteholders shall have the power to consent to – for and on behalf of the Noteholders - to amendments, derogations or waivers relative to these Terms and Conditions of the Notes, to the Securitisation Documents or to the Consortium and the Loan Documents (within the limit that, for such purpose, the Issuer's consent is required in its capacity as Lender) without needing to convene a special Noteholders' meeting, provided that such amendments, derogations or waivers:
(a) are formal in nature or have the purpose of remedying a material mistake; or also
(b) according to the reasonable opinion of the Representative of the Noteholders, they do not substantially prejudice the interest of the Noteholders (or also the only Series of Notes to which said amendments or waivers refer).
It is moreover understood that:
(i) without prejudice to the following paragraph (ii) no modification, derogation or waiver may be granted whensoever the Rating Agency, consulted by the Representative of the Noteholders if necessary, had confirmed that such amendment, derogation or waiver will have a negative impact on the rating of the Series A Notes; if instead the Agency has not expressed an opinion on the matter, the Representative of the Noteholders shall act according to its reasonable opinion pursuant to the provision of the preceding paragraph (b) ;
(ii) the Representative of the Noteholders shall be obliged to call a meeting of the Noteholders to resolve on requests having as their subject matter one of following matters (the “Reserved Matters”):
30 (i) to authorise the Consortium to perform various divestiture transactions on the Real Estate Assets through an Authorised Disposal, unless such transactions have a value less than €500,000 on an individual basis and €1,000,000 on overall annual basis (in such case the Representative of the Noteholders shall have the option, though not the obligation, to call a meeting of the Noteholders);
(ii) to authorize the Consortium to agree upon an amendment, a waiver or a derogation to the Lease Agreements which entails a reduction of the overall amount of the rents or of the accessory pecuniary obligations undertaken by the Tenants, or also a deferment of their payment;
(iii) to authorize an amendment, a waiver or a derogation to the Loan Agreement or to the contracts defining the Security Interests which entail a reduction of the Issuer's claims pursuant to the Loan Agreement, or also a deferral of their payment;
(iv) to declare the occurrence of a default event causing the termination of the agreement, the withdrawal or the loss of the benefit of the time-limit pursuant to the Loan Agreement and to levy execution on the Security Interests (without prejudice to the Representative of the Noteholders’ power to implement emergency initiatives);
(v) any other matters identified as Reserved Matters for the Noteholders' meeting.
Without prejudice to the above, the Representative of the Noteholders nevertheless retains the right to call the Noteholders' meeting whenever it recognizes the need for the purpose of making amendments, derogations or waivers thereto in relation to the Transaction Documents and/or to the Consortium and Loan Documents which, in the opinion of the Representative of the Noteholders, cause harm to the credit claims of the Noteholders.
Through the subscription and the subsequent purchase of the Notes each holder accepts the appointment of the Representative of the Noteholders as its legitimate representative and accepts third parties be bound by the Transaction Documents executed thereby for and on behalf of the Noteholders. The Noteholders benefit, are subject to and are deemed to be knowledgeable of the provisions of the Securitisation Documents applicable to them, therein including the Intercreditor Agreement.
The Representative of the Noteholders identified at the time of the issue according to the Subscription Agreement is KPMG Fides Servizi di Amministrazione S.p.A. The Representative of the Noteholders may be selected outside the Noteholders and artificial persons may also be appointed. The Issuer's directors, auditors and employees, and those under the conditions indicated in Section 2399 of the Italian Civil Code cannot be appointed, and if appointed, fall from office.
13.5. Intercreditor Agreement
The Intercreditor Agreement contains additional provisions relative to the protection of the interests of the Noteholders and of the Issuer's other Creditors, in relation to the Notes and to the Transaction Documents.
13.6. Duties and rights of the Representative of the Noteholders
The Representative of the Noteholders must execute the resolutions of the Noteholders' meeting and protect the common interest of the latter in transactions with the Issuer. It has the right to participate in the Issuer's shareholders' meeting. To protect the common interest, it is vested to act as legal representative of the Noteholders in any proceedings, including bankruptcy.
Pursuant to the Intercreditor Agreement, the Representative of the Noteholders has also been charged with the task to protect the common interests of all the Issuer Creditors in transactions with the Issuer, in and out of court: in order resolve any conflicts between the Noteholders and the various classes of Issuer Creditors,
31 the Representative of the Noteholders is authorised to give preference to the interest of that category from time tio time of higher priority according to the Priority of Payment.
In the interest of the Noteholders and of the Issuer's other Creditors, the Issuer shall pay the Representative of the Noteholders a remuneration as of the Issue Date as agreed upon in the Intercreditor Agreement, according to the Priority of Payment. The Representative of the Noteholders also has the right to obtain from the Issuer the repayment of all the expenses incurred in the exercise of its mandate.
Other provisions regarding the rights and duties of the Representative of the Noteholders - including the right for compensation for any charge, cost or expense incurred in the exercise of its mandate, as well as the circumstances under which a limitation of liability for the Representative of the Noteholders in relation to the Noteholders is in effect in the performance of its mandate - are contained in the Intercreditor Agreement and in the other Transaction Documents.
14. NOTIFICATIONS
The notifications relative to the Notes shall be published on the website of the Placement Agent and/or of the Servicer, as well as according to any other method agreed upon by the Representative of the Noteholders and the Issuer pursuant to the market practice (including, by way of a mere example, through the publication on a daily newspaper having national circulation).
15. GOVERNING LAW
The Notes and the Terms and Conditions of the Notes are governed by Italian law. Every dispute concerning the Notes or the Terms and Conditions of the Notes shall be referred to the exclusive jurisdiction of the court of Siena.
16. ATTACHMENTS
These terms and Conditions of the Notes are supplemented by Attachment A (Initial Rent: aggregate and individual figures per property ), by Attachment B (Scheduled Amortisation Profile on the Issue Date), by Attachment C (Discount Factor for each property ) and by Attachment D (Real estate code table).
32 ATTACHMENT A – Initial Rent: AGGREGATE AND INDIVIDUAL FIGURES PER PROPERTY
Property number Property code number Rent 1 5 67.364,44 2 40224 80.332,37 3 40276 1.136.138,31 4 40339 22.254,81 5 40142 18.808,51 6 1390 23.939,67 7 10524 1.198,83 8 70001 82.664,18 9 181 8.974,27 10 72 51.391,32 11 1006 92.252,58 12 640 32.440,23 13 70002 20.029,65 14 92 125.691,67 15 1395 24.594,33 16 1602 256.536,13 17 40 17.533,56 18 10707 164.958,38 19 1565 119.157,71 20 11385 25.790,34 21 182 30.991,93 22 15 14.884,57 23 1582 32.138,59 24 45 499.989,03 25 50 68.810,94 26 11386 7.281,69 27 1165 51.997,64 28 40126 52.503,34 29 17 116.104,93 30 375 70.838,87 31 1156 74.810,25 32 70004 42.528,29 33 70242 267.118,11 34 183 75.588,56 35 655 28.930,41 36 1450 19.131,65 37 40259 38.390,24 38 590 67.817,04 39 70212 49.379,23 40 98 65.119,92 41 40024 62.735,14 42 40263 197.801,35 43 645 27.123,00 44 70187 31.846,77 45 1 180.421,42 46 11289 1.162.406,03 47 11388 163.013,07 48 11387 86.387,26 49 40021 98.938,54
33 Property number Property code number Rent 50 365 39.418,58 51 70226 143.124,68 52 184 15.139,37 53 10288 260.576,03 54 40094 135.022,20 55 40132 48.510,43 56 100 16.334,26 57 70200 39.733,09 58 70231 31.325,77 59 70190 53.584,76 60 105 720.283,24 61 110 82.856,27 62 115 108.306,55 63 371 7.983,09 64 40030 47.921,08 65 40049 73.542,49 66 40287 14.558,15 67 40306 439.620,32 68 40359 14.410,49 69 186 8.853,09 70 270 70.175,38 71 40231 35.501,69 72 1592 16.252,20 73 40229 18.584,70 74 1585 24.453,04 75 40293 483.899,76 76 11391 221.520,17 77 710 24.197,04 78 40184 273.545,86 79 23 29.584,90 80 780 16.082,57 81 750 25.010,79 82 1170 41.028,87 83 70010 34.145,77 84 593 168.754,50 85 70011 17.502,90 86 10202 38.434,25 87 960 12.952,01 88 70012 21.499,93 89 10605 254.592,37 90 70014 59.357,95 91 187 25.475,25 92 188 23.267,31 93 189 68.984,86 94 1420 141.404,54 95 1425 54.788,33 96 70016 45.023,49 97 40150 24.745,70 98 1110 95.845,76 99 70237 202.943,94 100 940 53.597,95 101 1060 88.486,70
34 Property number Property code number Rent 102 141 102.782,75 103 192 16.424,69 104 5145 23.019,98 105 206 210.755,70 106 40045 41.237,42 107 11123 44.535,00 108 660 62.227,23 109 70164 37.740,20 110 70247 31.376,40 111 10287 20.130,39 112 40069 11.860,46 113 40084 80.696,29 114 40089 193.501,14 115 135 72.217,04 116 70188 2.948,43 117 70209 241.135,07 118 70082 131.208,59 119 140 113.810,70 120 70249 24.714,65 121 40175 12.862,13 122 965 44.739,22 123 975 51.389,23 124 70129 34.892,09 125 70021 46.266,33 126 70098 37.381,72 127 11269 280.472,34 128 200 19.420,33 129 70032 92.269,09 130 490 19.580,98 131 40034 29.131,42 132 20 53.119,27 133 40247 111.596,52 134 40241 28.289,60 135 70147 11.536,80 136 211 19.452,91 137 220 143.792,74 138 255 12.750,83 139 70219 62.890,58 140 268 20.588,05 141 521 117.014,44 142 1175 31.304,59 143 70023 36.136,56 144 40250 29.250,39 145 5352 37.823,53 146 650 45.650,88 147 65 89.178,96 148 850 65.164,83 149 415 170.049,51 150 425 29.582,60 151 40029 96.312,40 152 11208 19.573,08 153 162 41.383,36
35 Property number Property code number Rent 154 102 189.994,32 155 212 47.916,77 156 520 210.542,73 157 40127 45.500,73 158 485 76.463,34 159 70026 114.587,86 160 10001 40.377,16 161 230 120.075,21 162 70028 118.411,13 163 40258 67.506,14 164 594 89.008,22 165 61 39.824,44 166 755 34.455,49 167 1180 20.582,27 168 1525 138.575,69 169 430 10.332,37 170 40055 27.736,65 171 1569 19.891,28 172 202 290.248,96 173 70234 85.308,60 174 70216 132.266,98 175 55 33.657,90 176 440 17.446,72 177 210 416.407,28 178 70177 100.534,98 179 70246 8.653,26 180 70029 19.926,81 181 40320 45.562,22 182 40037 31.051,40 183 142 69.546,51 184 40297 76.418,83 185 40343 7.536,18 186 40007 52.109,18 187 60 24.375,71 188 70 49.736,25 189 10286 56.428,36 190 40198 24.253,59 191 40248 14.187,44 192 40083 51.896,39 193 171 19.572,71 194 10289 38.961,95 195 261 16.198,94 196 40197 81.390,68 197 27 337.398,75 198 240 35.844,33 199 70033 205.736,61 200 1262 35.393,15 201 40280 27.565,45 202 64 26.408,38 203 11393 21.425,74 204 216 39.293,62 205 121 68.537,97
36 Property number Property code number Rent 206 217 23.787,98 207 70031 25.615,10 208 800 78.385,64 209 70035 71.014,85 210 52 20.343,97 211 56 113.260,00 212 275 1.835.082,57 213 280 147.870,21 214 285 36.473,95 215 290 85.151,17 216 305 136.891,86 217 310 66.249,01 218 315 100.104,06 219 320 41.247,43 220 345 56.029,46 221 1131 10.748,04 222 1315 61.544,82 223 1601 218.307,35 224 70039 234.335,72 225 70040 82.540,47 226 70045 64.657,13 227 70046 225.441,92 228 70049 173.786,90 229 70059 91.373,57 230 70060 31.403,20 231 70064 56.083,00 232 70068 70.324,83 233 70168 144.347,24 234 70169 131.695,42 235 70173 103.875,64 236 70178 2.114.490,45 237 70181 297.190,33 238 70184 160.954,04 239 70186 102.005,20 240 70217 3.338.656,96 241 70241 53.632,10 242 98012 445.977,21 243 70047 145.095,03 244 70054 115.697,47 245 70067 140.001,50 246 70096 5.031,96 247 1007 278.680,15 248 11394 87.720,02 249 370 286.298,60 250 385 143.741,31 251 70070 78.967,49 252 1568 365.536,01 253 70213 150.463,20 254 167 139.734,80 255 70071 152.771,89 256 81 65.138,56 257 1190 29.632,99
37 Property number Property code number Rent 258 11395 211.859,69 259 11126 61.216,61 260 247 18.798,49 261 70013 9.291,37 262 40194 16.976,84 263 29 506.783,02 264 90 31.952,39 265 400 86.232,42 266 107 50.192,60 267 70244 16.030,42 268 40043 38.908,51 269 10994 20.046,88 270 70201 20.511,35 271 70072 34.225,16 272 435 577.624,04 273 70192 391.148,96 274 70214 163.657,99 275 221 17.450,26 276 73 105.756,53 277 70076 57.221,56 278 785 36.183,18 279 82 27.635,57 280 661 90.978,98 281 256 75.021,61 282 258 19.288,45 283 259 11.564,42 284 262 19.804,46 285 263 22.620,21 286 1000 51.709,39 287 70240 43.436,78 288 1480 84.384,06 289 790 11.092,06 290 70233 77.274,77 291 460 384.479,79 292 11305 20.727,62 293 11369 48.393,35 294 11372 1.381.788,74 295 11396 391.136,83 296 11397 108.078,70 297 66 154.338,67 298 222 47.026,85 299 475 261.827,39 300 480 54.673,00 301 10971 28.236,64 302 70078 76.559,81 303 70230 27.448,86 304 70163 324.417,44 305 70196 86.433,72 306 1495 16.179,38 307 620 608.267,67 308 70175 341.742,58 309 70191 104.514,40
38 Property number Property code number Rent 310 625 59.436,39 311 70081 235.511,28 312 1570 16.918,96 313 70245 13.635,19 314 40217 53.896,70 315 40196 72.454,34 316 855 38.934,59 317 820 13.329,83 318 40296 18.830,91 319 530 15.819,84 320 196 84.798,43 321 40115 45.318,91 322 40165 112.596,71 323 40179 1.398.414,60 324 40226 860.110,05 325 40380 19.757,48 326 40314 28.475,71 327 40345 42.811,38 328 40116 26.615,59 329 40291 22.222,00 330 1050 13.411,05 331 1055 43.414,54 332 40151 37.889,99 333 870 31.422,92 334 70225 45.126,11 335 11127 29.129,53 336 665 237.338,53 337 70084 173.165,67 338 67 42.164,45 339 70085 34.376,34 340 97 12.818,85 341 40062 29.718,15 342 134 21.813,10 343 11128 16.522,17 344 99 30.273,73 345 101 369.842,30 346 109 118.202,48 347 685 167.828,76 348 690 104.382,42 349 695 66.865,80 350 725 1.326.615,09 351 726 466.497,05 352 1510 1.997.510,23 353 1605 589.854,72 354 11270 672.545,21 355 40013 994.815,80 356 40264 137.274,81 357 96 35.065,29 358 224 13.996,80 359 40141 72.942,88 360 358 33.221,17 361 40164 188.395,41
39 Property number Property code number Rent 362 10278 36.051,97 363 10532 74.423,75 364 227 34.573,97 365 70088 69.569,79 366 1195 52.073,89 367 1220 36.671,68 368 70090 39.048,63 369 815 32.911,27 370 825 75.910,64 371 80 26.833,59 372 1583 28.260,86 373 730 228.826,28 374 1604 98.569,77 375 356 43.258,11 376 70091 36.780,38 377 180 48.453,09 378 295 39.771,16 379 1205 45.008,15 380 395 8.709,99 381 260 43.341,34 382 106 49.854,24 383 765 161.969,77 384 70087 20.713,48 385 70092 107.342,72 386 265 29.234,56 387 1608 343.341,97 388 40285 18.489,71 389 40272 53.954,63 390 40148 13.671,64 391 70097 12.873,79 392 39 528.048,44 393 89 1.458.162,94 394 113 151.786,79 395 116 331.829,81 396 560 68.101,47 397 565 102.409,61 398 570 73.112,83 399 11398 66.925,84 400 228 21.461,61 401 229 24.014,15 402 257 9.073,08 403 836 50.725,43 404 282 143.237,19 405 40006 52.433,02 406 11400 29.807,38 407 1590 19.099,80 408 68 40.271,86 409 810 133.126,19 410 1490 93.367,89 411 70099 116.675,64 412 1405 49.806,85 413 40026 46.760,84
40 Property number Property code number Rent 414 203 111.208,90 415 10261 63.298,88 416 970 16.986,37 417 232 170.287,41 418 233 72.685,63 419 234 34.535,06 420 236 42.119,68 421 237 47.862,32 422 875 36.265,45 423 860 29.042,16 424 94 44.707,77 425 70100 24.230,62 426 70101 29.402,32 427 840 206.504,76 428 885 599.654,55 429 890 70.666,04 430 1607 126.248,35 431 70222 16.848,75 432 70223 28.039,37 433 70224 56.902,92 434 70228 331.668,06 435 70134 23.079,66 436 11271 472.989,68 437 59 102.672,26 438 70102 43.203,08 439 5341 57.329,64 440 25 33.698,10 441 70069 178.010,95 442 70103 110.698,05 443 670 215.883,73 444 85 19.681,13 445 925 401.002,85 446 70203 148.255,53 447 126 53.088,53 448 945 285.968,14 449 10624 17.272,75 450 70238 207.788,33 451 72045 32.596,06 452 70107 271.898,87 453 70215 58.911,35 454 990 512.230,20 455 1005 104.398,23 456 70207 96.906,22 457 156 94.885,90 458 416 28.403,08 459 40193 16.511,08 460 461 47.289,18 461 11272 405.364,76 462 70185 259.349,44 463 70112 72.710,10 464 40278 35.914,98 465 495 16.985,79
41 Property number Property code number Rent 466 71891 123.927,57 467 585 125.653,74 468 40064 8.810,98 469 70113 72.756,76 470 335 79.904,15 471 70114 95.362,12 472 70117 47.865,73 473 980 100.924,83 474 70118 159.775,71 475 40113 23.182,10 476 95 49.392,28 477 70120 48.054,48 478 1574 90.582,49 479 130 39.727,33 480 176 66.652,71 481 11401 21.888,91 482 40153 123.608,55 483 1045 172.281,42 484 40172 41.812,48 485 580 100.794,62 486 1080 70.826,01 487 11273 744.594,91 488 70176 100.321,63 489 70221 124.652,00 490 70170 109.579,41 491 70124 27.955,59 492 11402 16.873,79 493 70125 65.049,66 494 112 85.023,85 495 40246 14.441,47 496 10284 55.011,12 497 40201 74.332,51 498 11129 21.690,54 499 11278 25.572,52 500 910 38.805,64 501 241 20.992,23 502 1468 185.134,83 503 40052 13.733,87 504 5265 21.502,02 505 132 96.769,49 506 1587 136.843,43 507 40139 33.571,41 508 40270 326.048,39 509 40305 78.597,67 510 40365 237.774,68 511 40156 15.128,88 512 40183 128.183,24 513 242 33.518,10 514 243 14.907,13 515 70166 33.354,03 516 5910 34.954,33 517 40211 26.671,80
42 Property number Property code number Rent 518 1455 159.976,94 519 40063 70.093,48 520 1411 28.842,60 521 70126 19.575,51 522 40027 47.806,37 523 40206 16.953,11 524 44 92.574,61 525 1125 4.133.180,43 526 1130 154.002,21 527 1135 146.632,87 528 1140 184.996,13 529 1150 67.986,79 530 1155 93.859,31 531 1485 463.626,21 532 1561 191.316,43 533 10204 110.954,12 534 11274 77.892,58 535 72145 150.524,72 536 70251 194.800,64 537 40051 10.933,03 538 40111 17.219,50 539 605 45.234,91 540 610 85.398,47 541 691 26.448,22 542 70015 56.145,69 543 40025 59.500,00 544 40315 176.779,17 545 70195 45.958,82 546 470 48.409,29 547 40166 14.955,95 548 10706 66.893,83 549 500 162.297,25 550 505 450.232,28 551 1541 79.280,85 552 10955 47.147,38 553 70248 14.221,67 554 40146 44.174,42 555 111 14.491,51 556 325 53.062,68 557 70027 25.025,39 558 70128 51.800,82 559 11404 32.811,10 560 455 38.230,94 561 40309 15.387,15 562 40283 26.887,63 563 1030 103.585,21 564 70130 57.753,50 565 70131 109.274,08 566 955 23.626,84 567 985 32.122,72 568 40138 42.350,40 569 70133 19.073,54
43 Property number Property code number Rent 570 40154 34.617,56 571 70194 35.460,37 572 201 89.245,70 573 1215 49.713,49 574 930 102.600,88 575 11403 15.042,44 576 70206 66.086,11 577 70232 315.239,89 578 70137 28.590,68 579 76 109.033,16 580 190 39.943,59 581 145 94.321,90 582 271 22.593,17 583 149 75.313,02 584 62 106.123,50 585 70055 79.730,47 586 70138 24.062,39 587 47 15.727,49 588 70236 54.923,40 589 40312 8.400,48 590 826 62.709,87 591 40117 78.450,52 592 675 84.048,98 593 680 27.964,71 594 40189 45.118,86 595 244 13.442,92 596 70020 42.210,53 597 340 178.258,98 598 70139 193.496,12 599 40109 50.539,27 600 2 3.530.681,56 601 6 117.993,84 602 746 696.566,88 603 1225 72.228,68 604 1235 550.358,75 605 1240 533.430,35 606 1310 617.957,58 607 1335 4.069.746,68 608 1375 220.716,14 609 1465 340.247,42 610 1486 43.316,01 611 1603 610.717,95 612 2622 620.094,98 613 11290 336.642,32 614 11431 325.320,81 615 70143 453.919,27 616 70208 184.069,97 617 8205 3.790.281,08 618 1115 61.856,34 619 70145 47.703,06 620 895 54.332,01 621 905 44.260,21
44 Property number Property code number Rent 622 70104 44.535,25 623 11130 14.520,14 624 246 16.787,92 625 835 19.955,40 626 1210 23.112,46 627 380 58.643,35 628 161 47.086,29 629 11407 24.358,97 630 40093 22.153,52 631 935 22.017,08 632 40185 223.212,25 633 69 110.022,13 634 10301 74.026,60 635 11408 380.278,22 636 1445 30.524,66 637 1530 306.407,85 638 1385 68.339,83 639 53 24.830,22 640 70148 48.469,74 641 70167 16.860,28 642 321 116.289,66 643 1466 168.854,65 644 1460 861.347,05 645 152 33.251,87 646 915 58.565,33 647 11409 71.608,93 648 1261 57.207,49 649 40088 99.361,10 650 865 16.934,94 651 195 120.437,17 652 70227 49.916,51 653 251 23.476,99 654 70150 30.820,20 655 36 169.001,62 656 70151 27.507,52 657 10279 73.015,02 658 93 33.384,72 659 117 269.865,32 660 1317 114.859,24 661 40096 26.459,86 662 3 288.847,54 663 11288 269.671,12 664 40072 20.270,40 665 40288 88.862,05 666 123 75.888,71 667 1410 363.016,24 668 1505 59.323,20 669 70154 66.110,46 670 70155 17.845,52 671 70156 43.026,03 672 515 40.318,06 673 70158 21.907,92
45 Property number Property code number Rent 674 40090 104.627,18 675 131 23.840,24 676 70159 31.688,15 677 40254 22.466,56 678 40114 178.854,38 679 54 236.424,44 680 71 53.594,71 681 40035 30.277,17 682 615 63.032,34 683 40053 84.859,35
46 ATTACHMENT B – SCHEDULED AMORTISATION PROFILE ON THE ISSUE DATE
Payment Reference Notional Reference Notional Series A Repayment Series B Repayment Date Amount for Series A Amount for Series B 30-Jun-11 1.536.640.000 - 132.006.550 - 31-Dec-11 1.536.640.000 - 133.947.046 - 30-Jun-12 1.536.640.000 - 135.916.068 - 31-Dec-12 1.536.640.000 - 137.914.034 - 30-Jun-13 1.536.640.000 - 139.941.370 - 31-Dec-13 1.536.640.000 - 141.998.509 - 30-Jun-14 1.536.640.000 - 144.085.887 - 31-Dec-14 1.536.640.000 334.983.312 146.203.949 - 30-Jun-15 1.201.656.688 37.675.309 148.353.147 - 31-Dec-15 1.163.981.379 37.733.173 150.533.938 - 30-Jun-16 1.126.248.206 37.782.741 152.746.787 - 31-Dec-16 1.088.465.466 37.842.937 154.992.165 - 30-Jun-17 1.050.622.529 37.895.089 157.270.550 - 31-Dec-17 1.012.727.439 37.957.730 159.582.427 - 30-Jun-18 974.769.709 38.012.578 161.928.289 - 31-Dec-18 936.757.132 38.077.779 164.308.635 - 30-Jun-19 898.679.353 38.135.443 166.723.971 - 31-Dec-19 860.543.910 38.203.327 169.174.814 - 30-Jun-20 822.340.583 38.263.932 171.661.684 - 31-Dec-20 784.076.651 38.334.626 174.185.110 - 30-Jun-21 745.742.025 38.398.301 176.745.631 - 31-Dec-21 707.343.724 38.471.938 179.343.792 - 30-Jun-22 668.871.785 38.538.819 181.980.146 - 31-Dec-22 630.332.966 38.615.539 184.655.254 - 30-Jun-23 591.717.427 38.685.771 187.369.686 - 31-Dec-23 553.031.656 38.765.720 190.124.021 - 30-Jun-24 514.265.936 38.839.448 192.918.844 - 31-Dec-24 475.426.488 38.922.778 195.754.751 - 30-Jun-25 436.503.710 39.000.161 198.632.346 - 31-Dec-25 397.503.549 39.087.032 201.552.241 - 30-Jun-26 358.416.517 39.168.232 204.515.059 - 31-Dec-26 319.248.285 39.258.810 207.521.431 - 30-Jun-27 279.989.475 39.343.997 210.571.996 - 31-Dec-27 240.645.479 39.438.457 213.667.404 - 30-Jun-28 201.207.022 39.527.809 216.808.315 - 31-Dec-28 161.679.213 39.626.334 219.995.397 - 30-Jun-29 122.052.879 39.720.038 223.229.329 - 31-Dec-29 82.332.841 39.822.818 226.510.800 - 30-Jun-30 42.510.022 39.921.069 229.840.509 - 31-Dec-30 2.588.954 2.588.954 233.219.165 37.439.350 30-Jun-31 - - 195.779.814 41.220.904 31-Dec-31 - - 154.558.910 41.028.773 30-Jun-32 - - 113.530.138 40.827.346 31-Dec-32 - - 72.702.792 40.629.326 31-Jul-33 - - 32.073.466 32.073.466
47 ATTACHMENT C – DISCOUNT FACTOR FOR EACH PROPERTY
PROPERTY CODE discount factor 5 6,2991813% 40224 5,8878186% 40276 7,5809047% 40339 5,4506072% 40142 5,7963994% 1390 6,4246306% 10524 6,4410374% 70001 6,4258298% 181 6,5339896% 72 5,8579990% 1006 5,8019122% 640 5,4968891% 70002 6,1274865% 92 5,9959796% 1395 6,3000193% 1602 5,8242950% 40 4,9929342% 10707 5,3283992% 1565 6,4101037% 11385 6,7001155% 182 6,6210684% 15 6,1708906% 1582 6,4905867% 45 5,7304940% 50 5,7322261% 11386 6,4786586% 1165 6,1139479% 40126 6,2404886% 17 5,9285310% 375 6,3627788% 1156 6,6943535% 70004 5,7074776% 70242 6,3026866% 183 6,5485850% 655 6,0023543% 1450 5,8750519% 40259 5,9744743% 590 6,3407889% 70212 6,1817625% 98 6,7158458% 40024 5,8290610% 40263 5,7771280% 645 6,3637790% 70187 6,4565524% 1 5,9189770% 11289 6,0676292% 11388 5,8545491% 11387 6,3723525% 40021 5,6226256% 365 6,1362907% 70226 6,0455117% 184 6,3941452% 10288 5,4885814% 40094 5,4679808% 40132 5,8419135% 100 4,8328456% 70200 6,3189170% 70231 6,2813470% 70190 6,2828752% 105 5,4246446% 110 5,4125401% 115 5,3140596% 371 5,6111303% 40030 5,7160422% 40049 5,3656664% 40287 5,3247139% 40306 5,1897505% 40359 5,2224728%
48 PROPERTY CODE discount factor 186 6,7767224% 270 6,0970643% 40231 6,0125467% 1592 6,0618010% 40229 5,8701089% 1585 6,4838627% 40293 5,3926900% 11391 6,3650295% 710 5,8425203% 40184 5,6250456% 23 6,3481143% 780 4,3070921% 750 6,1615053% 1170 6,2352642% 70010 6,1172780% 593 5,8810046% 70011 6,6518191% 10202 6,3047817% 960 6,1499342% 70012 6,2786648% 10605 6,1235109% 70014 5,2851626% 187 6,3038543% 188 6,3479736% 189 6,3089976% 1420 5,7715431% 1425 6,2512949% 70016 4,9415472% 40150 6,1014053% 1110 6,0658297% 70237 6,1503860% 940 6,0681728% 1060 5,9034100% 141 6,0344461% 192 6,4129069% 5145 6,5541741% 206 7,2828540% 40045 6,0228983% 11123 6,5911213% 660 6,3468537% 70164 6,3373247% 70247 6,2774631% 10287 5,7142469% 40069 5,7910940% 40084 6,0753986% 40089 5,8544269% 135 5,8743414% 70188 6,3795051% 70209 5,7009843% 70082 6,0162178% 140 5,9605226% 70249 6,2187174% 40175 5,8815309% 965 6,3970259% 975 4,9602440% 70129 6,2884781% 70021 6,2583551% 70098 5,9962150% 11269 5,9443244% 200 5,9657827% 70032 5,9853402% 490 6,1168370% 40034 6,0527876% 20 5,9746113% 40247 5,8065751% 40241 5,9228536% 70147 6,4904693% 211 6,3144568% 220 6,0498932% 255 6,3929561% 70219 6,2588754% 268 6,7517540% 521 6,6366413%
49 PROPERTY CODE discount factor 1175 6,1495295% 70023 5,9512970% 40250 5,9655216% 5352 5,2306840% 650 6,1739007% 65 6,1196956% 850 6,0575417% 415 5,3547373% 425 5,8292916% 40029 6,0240784% 11208 6,1784264% 162 6,6201887% 102 5,9335503% 212 6,0247687% 520 6,1834875% 40127 6,2103853% 485 4,7258696% 70026 6,1092266% 10001 6,2752905% 230 6,1721656% 70028 6,1992404% 40258 5,9591857% 594 5,6681320% 61 5,8457801% 755 6,2881026% 1180 6,1594591% 1525 5,9461805% 430 6,3605025% 40055 5,6540713% 1569 6,0230520% 202 6,0123798% 70234 6,5446547% 70216 6,1633477% 55 6,1560258% 440 6,1212918% 210 6,0801098% 70177 6,3174340% 70246 6,3748059% 70029 6,2354079% 40320 6,0970965% 40037 5,7247522% 142 5,6929317% 40297 6,0323164% 40343 5,6372544% 40007 5,9178039% 60 5,4978547% 70 5,8862439% 10286 5,4588053% 40198 5,8666536% 40248 6,0653499% 40083 6,0444453% 171 6,1452368% 10289 5,9338418% 261 6,7700115% 40197 5,6021258% 27 5,8446804% 240 5,5472866% 70033 5,7445803% 1262 6,5355763% 40280 5,7873103% 64 6,0823414% 11393 6,6830412% 216 6,6277400% 121 5,7443485% 217 6,7007521% 70031 6,0821721% 800 6,1661825% 70035 6,1037758% 52 5,2174851% 56 5,6674805% 275 5,4356334% 280 5,6500193% 285 5,5291083%
50 PROPERTY CODE discount factor 290 5,5506471% 305 5,3064254% 310 5,5924532% 315 5,5220816% 320 5,5089310% 345 5,2852556% 1131 5,3639838% 1315 5,5360463% 1601 5,4988238% 70039 5,2421191% 70040 5,4228529% 70045 5,5161223% 70046 5,2613536% 70049 5,2333084% 70059 5,4382029% 70060 5,6666413% 70064 5,7337412% 70068 5,7294253% 70168 5,4893807% 70169 5,5439940% 70173 5,7187131% 70178 5,6680056% 70181 5,5101535% 70184 5,8182082% 70186 5,7976148% 70217 6,7788443% 70241 5,4510948% 98012 5,2890322% 70047 5,4893300% 70054 5,6602266% 70067 5,8516422% 70096 6,0199365% 1007 6,0192707% 11394 6,2018541% 370 6,2293401% 385 6,1305788% 70070 6,4031568% 1568 5,7993600% 70213 6,2848458% 167 5,8363435% 70071 6,1532834% 81 5,9181365% 1190 5,9095410% 11395 6,5393063% 11126 6,5877834% 247 6,1583248% 70013 5,9695771% 40194 6,1335608% 29 5,3997907% 90 5,4337606% 400 5,4265007% 107 6,5150651% 70244 6,1559764% 40043 6,1309966% 10994 5,9155527% 70201 6,0920092% 70072 6,0482410% 435 5,7010731% 70192 5,5923179% 70214 6,0643801% 221 6,5799150% 73 6,0044548% 70076 6,2771812% 785 5,9994492% 82 6,1548021% 661 5,9967539% 256 5,8243302% 258 6,5005568% 259 6,2847492% 262 6,4030018% 263 6,3671920% 1000 6,4740673% 70240 6,1443689%
51 PROPERTY CODE discount factor 1480 6,1247256% 790 6,1325166% 70233 6,2581959% 460 5,7001492% 11305 5,9862521% 11369 6,2353352% 11372 6,2683216% 11396 6,0306618% 11397 6,2502697% 66 5,2790818% 222 6,6934058% 475 5,7148173% 480 5,8465007% 10971 5,7082370% 70078 5,8311906% 70230 5,9913632% 70163 5,6523517% 70196 5,6201652% 1495 6,2533757% 620 5,4647490% 70175 5,6403211% 70191 5,8344993% 625 5,7835004% 70081 5,0605461% 1570 6,2894711% 70245 6,3968542% 40217 5,7554361% 40196 6,0910127% 855 6,3222840% 820 5,9665403% 40296 5,9400889% 530 6,2616554% 196 6,7572775% 40115 5,5034640% 40165 5,2728513% 40179 5,1378480% 40226 5,4678616% 40380 5,4936597% 40314 5,9469387% 40345 5,1899043% 40116 5,9728864% 40291 5,8942869% 1050 5,8435699% 1055 5,9202489% 40151 6,1544022% 870 6,3986948% 70225 6,3697836% 11127 6,3190076% 665 5,7941326% 70084 6,0100552% 67 6,4451316% 70085 6,1129484% 97 6,5555391% 40062 5,7527456% 134 6,4940378% 11128 6,5583608% 99 6,2181231% 101 6,0480067% 109 5,5038330% 685 4,7833446% 690 5,1242331% 695 5,0445607% 725 4,6760842% 726 5,2823952% 1510 4,7921690% 1605 5,3536597% 11270 5,5003819% 40013 4,6000549% 40264 2,4172863% 96 6,5132365% 224 6,6277811% 40141 5,9180936% 358 6,6783151%
52 PROPERTY CODE discount factor 40164 5,4585215% 10278 5,9442791% 10532 5,5968061% 227 6,5777567% 70088 6,5051481% 1195 6,0313085% 1220 5,9322938% 70090 5,9089753% 815 5,8840963% 825 5,7755116% 80 6,3731989% 1583 6,4864442% 730 6,2887707% 1604 6,5456721% 356 6,1011520% 70091 5,8952078% 180 5,9836611% 295 6,1322692% 1205 6,0960737% 395 6,0685661% 260 6,1509743% 106 6,1263320% 765 6,0419104% 70087 6,1949405% 70092 6,0291961% 265 5,5645397% 1608 5,6514129% 40285 5,7511392% 40272 5,8004245% 40148 5,9512785% 70097 6,1362222% 39 5,8999959% 89 5,8854714% 113 5,9522024% 116 5,7097605% 560 6,0600111% 565 6,1269775% 570 6,0717079% 11398 6,5801099% 228 6,4141670% 229 6,4297232% 257 6,5756360% 836 6,6969302% 282 5,3072986% 40006 6,0303095% 11400 6,7506316% 1590 6,5729532% 68 6,1991724% 810 5,9672281% 1490 6,0068277% 70099 5,8303401% 1405 5,6200764% 40026 5,9700879% 203 6,6969940% 10261 5,0552604% 970 6,2156501% 232 6,3385168% 233 5,9156522% 234 6,2176022% 236 6,4338061% 237 5,9341982% 875 6,3263348% 860 6,1972210% 94 6,7262635% 70100 6,4975378% 70101 6,3499394% 840 5,3288510% 885 5,5605683% 890 5,6425044% 1607 5,9274831% 70222 5,4419407% 70223 6,0086080% 70224 6,0487589%
53 PROPERTY CODE discount factor 70228 5,5235544% 70134 6,0114196% 11271 5,6465623% 59 6,3320544% 70102 6,2827751% 5341 5,8203122% 25 6,1494163% 70069 5,7936820% 70103 5,8335856% 670 5,7050183% 85 6,2364039% 925 6,1994633% 70203 6,3673553% 126 5,7591555% 945 5,6394258% 10624 5,8360335% 70238 5,8202186% 72045 5,5455729% 70107 5,3308424% 70215 5,6617370% 990 5,5160365% 1005 6,2855163% 70207 5,9448424% 156 5,7848951% 416 6,3272408% 40193 5,8439377% 461 6,2929633% 11272 6,0957143% 70185 6,2577483% 70112 6,2347993% 40278 6,0270140% 495 6,3312146% 71891 5,8842358% 585 6,5732834% 40064 4,2836651% 70113 6,0993990% 335 6,2205711% 70114 6,2010613% 70117 6,0136536% 980 5,9619942% 70118 6,0018775% 40113 5,8683446% 95 6,2108257% 70120 6,2153187% 1574 5,5231360% 130 5,6981024% 176 5,5123213% 11401 6,2864676% 40153 6,1431393% 1045 6,0262010% 40172 5,9250215% 580 6,6475293% 1080 5,9864905% 11273 5,6224754% 70176 5,8627298% 70221 5,8947137% 70170 6,1625841% 70124 6,3232538% 11402 6,6610095% 70125 6,3788560% 112 6,4293942% 40246 5,7288817% 10284 5,9103212% 40201 6,1929443% 11129 6,1013368% 11278 6,0399285% 910 6,1363176% 241 6,2110797% 1468 5,4434612% 40052 5,8174327% 5265 6,1286107% 132 6,1730418% 1587 6,1986431%
54 PROPERTY CODE discount factor 40139 5,4384837% 40270 5,3929296% 40305 5,4528651% 40365 5,4079309% 40156 6,0427180% 40183 6,1410007% 242 6,6493490% 243 6,5897825% 70166 6,1958405% 5910 5,9400383% 40211 5,6496397% 1455 5,6312624% 40063 5,7042107% 1411 6,2144276% 70126 6,0487226% 40027 5,8057687% 40206 5,8590570% 44 5,4819486% 1125 3,6728582% 1130 4,9706450% 1135 5,2650049% 1140 5,1389125% 1150 5,4022011% 1155 5,2398732% 1485 4,8903778% 1561 5,3976902% 10204 4,9928972% 11274 5,3398290% 72145 5,3030446% 70251 4,8316154% 40051 6,0976157% 40111 6,0209653% 605 5,8833793% 610 6,4132425% 691 6,0020724% 70015 5,9538063% 40025 5,8151016% 40315 5,6575695% 70195 6,1318842% 470 5,9612897% 40166 5,8402380% 10706 5,7820907% 500 5,9464088% 505 5,7953754% 1541 6,0896972% 10955 5,9356526% 70248 6,1810032% 40146 5,4790029% 111 5,8065727% 325 5,8930025% 70027 6,1418632% 70128 6,1609253% 11404 6,6707411% 455 6,1300173% 40309 4,8821846% 40283 6,1027321% 1030 5,7249472% 70130 5,7371691% 70131 6,0108468% 955 6,1200693% 985 6,1360726% 40138 5,7500145% 70133 6,1406621% 40154 5,3430966% 70194 6,4601281% 201 6,7056945% 1215 6,1354050% 930 5,9668836% 11403 6,4591667% 70206 6,4144841% 70232 6,2374857% 70137 6,3971403% 76 6,6289875%
55 PROPERTY CODE discount factor 190 6,2592062% 145 5,5651495% 271 5,9826669% 149 5,5990323% 62 6,6792592% 70055 6,0526791% 70138 6,1498901% 47 5,8382192% 70236 6,0077158% 40312 6,0623869% 826 5,9235588% 40117 5,8685842% 675 6,2990651% 680 6,2094447% 40189 6,0792723% 244 6,7509374% 70020 6,1598375% 340 5,9154263% 70139 6,1274162% 40109 5,9530059% 2 5,8522925% 6 5,3925803% 746 5,5431405% 1225 5,7068083% 1235 5,4223856% 1240 5,4148450% 1310 5,5316541% 1335 6,5090945% 1375 4,5684281% 1465 5,4370037% 1486 5,6160417% 1603 5,7784817% 2622 5,4328439% 11290 5,7507649% 11431 5,4359588% 70143 5,3450659% 70208 5,7280704% 8205 7,0239326% 1115 6,2095502% 70145 6,2606320% 895 6,4919701% 905 6,3876209% 70104 6,1141375% 11130 6,6828045% 246 6,6472301% 835 5,8992240% 1210 6,1925432% 380 6,2312427% 161 6,4304999% 11407 6,4981911% 40093 5,7243821% 935 6,1992434% 40185 6,0876539% 69 6,3966700% 10301 6,2903479% 11408 6,2011090% 1445 6,1136010% 1530 5,6742182% 1385 5,9302023% 53 6,1631075% 70148 6,3608411% 70167 6,1755696% 321 5,7542202% 1466 5,5054507% 1460 5,6636837% 152 6,5020612% 915 6,3860199% 11409 6,4590678% 1261 6,2631157% 40088 5,7451358% 865 6,2994573% 195 5,4446003% 70227 6,3489047%
56 PROPERTY CODE discount factor 251 6,5299448% 70150 6,3858983% 36 5,3026512% 70151 4,6671483% 10279 5,4265991% 93 5,3307214% 117 5,2784905% 1317 5,4582205% 40096 5,8884665% 3 5,7800248% 11288 5,0225064% 40072 5,7554546% 40288 6,0038796% 123 5,8695939% 1410 5,8680412% 1505 6,0253748% 70154 5,9293428% 70155 6,1759803% 70156 6,4709917% 515 6,1790588% 70158 6,4476290% 40090 5,8751461% 131 6,3524303% 70159 6,3612494% 40254 6,0361663% 40114 6,0522678% 54 5,6069615% 71 5,9148422% 40035 5,9041795% 615 5,8779177% 40053 5,7477561%
57 ATTACHMENT D – REAL ESTATE CODE TABLE
BUILDING Num MUNICIPALITY ADDRESS PROVINCE CODE 1 5 ABBADIA SAN SALVATORE VIA ADUA, 1 SI 2 40224 ABBIATEGRASSO VIA NOVARA, 3 ANG. VIA MANARA MI 3 40276 ABBIATEGRASSO CORSO MATTEOTTI, 18/20 MI 4 40339 ABBIATEGRASSO VIA TEOTTI 13-15 MI 5 40142 ACQUANEGRA SUL CHIESE VIA MONTANARI, 6 MN 6 1390 ACQUASPARTA CORSO UMBERTO I, 10 TR 7 10524 ACQUASPARTA CORSO UMBERTO I, 19B TR 8 70001 AGLIANA P.ZZA IV NOVEMBRE, S.N.C. PT 9 181 AIDONE VIA MAZZINI, 12 EN 10 72 ALBA CORSO LANGHE 42 ANG.COL DI LANA 2 CN 11 1006 ALESSANDRIA SPALTO MARENGO-PALAZZO PACTO AL 12 640 ALTOPASCIO VIA CAVOUR, 17 LU 13 70002 ALTOPASCIO VIA R. MARGHERITA, 8 LU 14 92 AMALFI PIAZZA SPIRITO SANTO, 3 SA 15 1395 AMELIA VIA DELLA REPUBBLICA, 92 TR 16 1602 ANCONA VIA SAN MARTINO 27 AN 17 40 ANGHIARI CORSO MATTEOTTI, 95 AR 18 10707 AOSTA PIAZZA E. CHANOUX N.51 AO 19 1565 APRILIA CORSO GIOVANNI XXIII, 39 LT 20 11385 ARADEO VIA TRIPOLI, 23 LE 21 182 ARAGONA PIAZZETTA DELLA VITTORIA, 2 AG 22 15 ARCIDOSSO CORSO TOSCANA, 13 GR 23 1582 ARDORE VIALE CARDUCCI 106 - LOCALITA' ARDORE MARINA RC 24 45 AREZZO CORSO ITALIA, 221 AR 25 50 AREZZO PIAZZA SAIONE, 10 AR 26 11386 ARNESANO VIA ROMA, 36 LE 27 1165 ASCIANO CORSO GIACOMO MATTEOTTI, 15 SI 28 40126 ASOLA VIA DELLA LIBERTA', 16 MN 29 17 ASSAGO VIA ROMA ANGOLO VIA DI VITTORIO MI VIA G. BECCHETTI, 8A - LOCALITA' SANTA MARIA 30 375 ASSISI PG DEGLI ANGELI 31 1156 ATENA LUCANA VIA LIMENTONE SA 32 70004 AULLA VIA NAZIONALE, 57 MS 33 70242 AVEZZANO VIA MONTE ZEBIO, 23, 25 AQ 34 183 BAGHERIA VIA NASCA, 6-8-10 PA 35 655 BAGNI DI LUCCA VIA PAPA GIOVANNI XXIII, 21 LU 36 1450 BAGNOLO PIEMONTE CORSO MALINGRI, 46 CN 37 40259 BAGNOLO SAN VITO VIA ROMA, 24 MN 38 590 BARANO D'ISCHIA PIAZZA SAN ROCCO, 16 NA 39 70212 BARBERINO DI MUGELLO P.ZZA CAVOUR, 81 82 FI 40 98 BARCELLONA POZZO DI GOTTO VIA ROMA, 63 ME 41 40024 BAREGGIO PIAZZA CAVOUR, 5 MI 42 40263 BAREGGIO VIA S. PIETRO ANG. S. MARIA MI 43 645 BARGA VIA GIOVANNI PASCOLI, 28 LU 44 70187 BARGA S.S. GARFAGNANA, 445 - LOCALITA' PONTE ALL' ANIA LU 45 1 BARI PIAZZA GIULIO CESARE 30 BA 46 11289 BARI VIA N. DELL'ARCA 221 BA 47 11388 BARI VIA CALEFATI, 187 BA 48 11387 BARI VIALE DELLA REPUBBLICA, 90 BA
58 BUILDING Num MUNICIPALITY ADDRESS PROVINCE CODE 49 40021 BASIGLIO PALAZZO DEI CIGNI MI 50 365 BASTIA UMBRA PIAZZA MAZZINI, 60 PG 51 70226 BASTIA UMBRA V.LE ROMA, 67 PG 52 184 BELMONTE MEZZAGNO VIA KENNEDY, 2 PA 53 10288 BERGAMO VIA DON LUIGI PALAZZOLO, 18-24 BG 54 40094 BERGAMO VIA BROSETA, 104 BG 55 40132 BESATE VIA DUCHESSA MARIANNA , 2 MI 56 100 BIBBIENA PIAZZA GARIBALDI, 39 - LOCALITA' SOCI AR 57 70200 BIBBIENA VIA M. POLTRI, 12/14 AR 58 70231 BIENTINA VIA MATTEOTTI ANG. VIA ROMA PI 59 70190 BOLANO VIA S. VENANZIO, 31 - LOCALITA' CEPARANA SP 60 105 BOLOGNA VIA RIZZOLI, 6 BO 61 110 BOLOGNA VIA SAFFI, 10/A BO 62 115 BOLOGNA VIALE DELLA REPUBBLICA, 23 BO 63 371 BOLOGNA VIA DELLE LAME, 54 BO 64 40030 BOLOGNA PIAZZA DEI TRIBUNALI, 6 BO 65 40049 BOLOGNA PIAZZA DI PORTA MASCARELLA, 7 BO 66 40287 BOLOGNA VIA VALDONICA, 2/A BO 67 40306 BOLOGNA VIA ZAMBONI, 11 BO 68 40359 BOLOGNA PIAZZA DEI TRIBUNALI, 6 BO 69 186 BOLOGNETTA VIA V. EMANUELE, 24 PA 70 270 BORGO SAN LORENZO VIA GIOVANNI DELLA CASA, 19 FI 71 40231 BORGOFORTE VIA PARMENSE,35 ANG. VIA VERDI MN 72 1592 BOVA MARINA CORSO UMBERTO I 196 RC 73 40229 BOZZOLO VIA PACCINI, 3 MN 74 1585 BRANCALEONE CORSO UMBERTO I 132 RC 75 40293 BRESCIA VIA V. EMANUELE II, 72 BS 76 11391 BRINDISI PIAZZA CAIROLI, 17 BR 77 710 BRUGHERIO VIA VOLTURNO, 80 MI 78 40184 BUCCINASCO VIA LOMELLINA , 15 MI 79 23 BUCINE VIA ROMA, 15 AR 80 780 BUCINE PIAZZA GARIBALDI, 79 - LOCALITA' AMBRA AR 81 750 BUGGIANO VIA ROMA, 14 - LOCALITA' BORGO A BUGGIANO PT 82 1170 BUONCONVENTO piazza MATTEOTTI, 19 SI 83 70010 BUONCONVENTO VIA SOCCINI, 75 SI 84 593 BUSTO ARSIZIO VIA XX SETTEMBRE, 12 VA 85 70011 BUTI P.ZZA MATTEOTTI, 4 PI 86 10202 CAGLIARI VIA RIVA VILLASANTA - LOCALITA' VILLASANTA CA 87 960 CALCI PIAZZA CAVALLOTTI, 4 PI 88 70012 CALCI P.ZZA CAIROLI, 10 PI VIA VITTORIO EMANUELE N.10 - LOCALITA' 89 10605 CALENZANO FI SETTIMELLO 90 70014 CALENZANO VIA DI PRATO, SNC FI 91 187 CALTAGIRONE VIA ESCURIALES, 2-6 CT 92 188 CALTANISSETTA CORSO V. EMANUELE, 153 CL 93 189 CALTANISSETTA VIALE DELLA REGIONE, 28 CL 94 1420 CAMAIORE VIALE COLOMBO, 156 - LOCALITA' LIDO DI CAMAIORE LU 95 1425 CAMAIORE VIA VITTORIO EMANUELE, 159 LU 96 70016 CAMAIORE P.ZZA SAN BERNARDINO DA SIENA LU 97 40150 CAMPEGINE VIA AMENDOLA, 17 RE VIA DELLA CRESCIA, 224 - LOCALITA' SAN PIERO A 98 1110 CAMPI BISENZIO FI PONTI 99 70237 CAMPI BISENZIO VIA B. BUOZZI 9 11 13 FI
59 BUILDING Num MUNICIPALITY ADDRESS PROVINCE CODE 100 940 CAMPIGLIA MARITTIMA VIA INDIPENDENZA, 110 - LOCALITA' VENTURINA LI 101 1060 CAMPO NELL'ELBA VIA VENEZIA, 19 - LOCALITA' MARINA DI CAMPO LI 102 141 CAMPOBASSO VIA MAZZINI, 129 CB 103 192 CAMPOBELLO DI LICATA VIA ROMA, 5 AG 104 5145 CANCELLO ED ARNONE VIA MAZZINI 25 CE 105 206 CANICATTI' PIAZZA IV NOVEMBRE, AG 106 40045 CANNETO SULL'OGLIO P.ZZA MATTEOTTI, 6 ANG. VIA ROMA MN 107 11123 CANOSA DI PUGLIA VIA IMBRIANI 2 BA 108 660 CAPANNORI VIA PESCIATINA, 311 - LOCALITA' ZONE LU 109 70164 CAPANNORI V.LE EUROPA, 366 - LOCALITA' MARLIA LU 110 70247 CAPISTRELLO VIA ROMA, 194 AQ 111 10287 CARAVAGGIO PIAZZA GARIBALDI, 18 BG 112 40069 CARBONARA DI PO STRADA PROVINCIALE FERRARESE, 11 MN 113 40084 CARPENEDOLO VIA BARONCHELLI, 2 BS 114 40089 CARPI VIA BERENGARIO, 8/10 MO 115 135 CARRARA VIALE XX SETTEMBRE, 250 - LOCALITA' AVENZA MS 116 70188 CARRARA VIA VENEZIA - LOCALITA' MARINA DI CARRARA MS 117 70209 CARRARA VIA 7 LUGLIO, 13 MS P.ZZA NAZIONI UNITE, SNC - LOCALITA' MARINA DI 118 70082 CARRARA MS CARRARA 119 140 CARRARA VIA MASSIMO D AZEGLIO, 3A MS 120 70249 CARSOLI VIA ROMA, 5 AQ 121 40175 CASALROMANO VIA IV NOVEMBRE, 37 MN 122 965 CASCINA CORSO MATTEOTTI, 93 PI 123 975 CASCINA LARGO P. GORI, 5 - LOCALITA' NAVACCHIO PI VIA TOSCOROMAGNOLA, 757 - LOCALITA' SAN 124 70129 CASCINA PI FREDIANO A SETTIMO 125 70021 CASCINA VIA TOSCOROMAGNOLA EST, 201 PI 126 70098 CASCINA VIA A. GRAMSCI, 4 - LOCALITA' NAVACCHIO PI 127 11269 CASERTA PIAZZA A. MORO CE 128 200 CASOLE D'ELSA VIA CASOLANI, 68 SI 129 70032 CASTAGNETO CARDUCCI VIA DEL MERCATO, 6 - LOCALITA' DONORATICO LI 130 490 CASTAGNETO CARDUCCI PIAZZA DEL POPOLO, 40 LI 131 40034 CASTEL D'ARIO PIAZZA GARIBALDI, 63 MN 132 20 CASTEL DEL PIANO P.ZA GARIBALDI, 4 - VIA VENETO GR 133 40247 CASTEL GOFFREDO VIA ROMA, 23 MN VIA DELLA RESISTENZA, 16/B - LOCALITA' TREBBO DI 134 40241 CASTEL MAGGIORE BO RENO VIA DELL'ARCO, 1 - LOCALITA' STRADA IN 135 70147 CASTEL SAN NICCOLO' AR CASENTINO 136 211 CASTELDACCIA VIA ALLO, 12 PA 137 220 CASTELFIORENTINO PIAZZA CAVOUR, 15R FI 138 255 CASTELFIORENTINO VIA V. NICCOLO, 470 - LOCALITA' GRANAIOLO FI 139 70219 CASTELFIORENTINO P.ZZA KENNEDY, 6/A FI 140 268 CASTELGRANDE VIA MARCONI, 8 PZ 141 521 CASTELLAMMARE DI STABIA CORSO GARIBALDI NA 142 1175 CASTELLINA IN CHIANTI VIA TRENTO E TRIESTE, 19 SI 143 70023 CASTELLINA IN CHIANTI VIA DELLE MURA, 2 SI 144 40250 CASTELLUCCHIO VIA ROMA, 86 MN 145 5352 CASTELNUOVO BERARDENGA PODERE LA VIGNA SI 146 650 CASTELNUOVO DI GARFAGNANA VIA VALLISNERI, 1 LU 147 65 CASTIGLION FIORENTINO CORSO ITALIA, 27 AR 148 850 CASTIGLIONE DEL LAGO VIA VITTORIO EMANUELE, 57 PG
60 BUILDING Num MUNICIPALITY ADDRESS PROVINCE CODE 149 415 CASTIGLIONE DELLA PESCAIA VIA CRISTOFORO COLOMBO, 34-36 GR 150 425 CASTIGLIONE DELLA PESCAIA CENTRO IL GUALDO - LOCALITA' PUNTA ALA GR 151 40029 CASTIGLIONE DELLE STIVIERE PIAZZA UGO DALLO', 28 MN 152 11208 CASTIGLIONE IN TEVERINA CORSO ROMA 6/8/10/12 VT 153 162 CASTROLIBERO PIAZZA F.LLI CERVI, 3 CS 154 102 CATANIA VIALE VITTORIO VENETO, 98 CT 155 212 CATANIA CORSO ITALIA, 39 CT 156 520 CAVA DE' TIRRENI CORSO UMBERTO I, 257 SA 157 40127 CAVRIAGO VIA DELLA REPUBBLICA, 4 RE 158 485 CECINA CORSO MATTEOTTI, 139 LI 159 70026 CECINA V.LE MARCONI, 20/G LI 160 10001 CERRETO GUIDI PIAZZA XX SETTEMBRE FI 161 230 CERTALDO VIA IV NOVEMBRE, 4 FI 162 70028 CERTALDO P.ZZA BOCCACCIO, 31 FI 163 40258 CESANO BOSCONE VIA ROMA , 126 MI 164 594 CHIANCIANO TERME PIAZZA ITALIA, 53 SI 165 61 CHIERI VIA PRINCIPE AMEDEO TO 166 755 CHIESINA UZZANESE VIA SAN GIUSEPPE, 2 PT 167 1180 CHIUSDINO P.ZA MATTEOTTI, 28 SI PIAZZA DANTE, 21 - V. MAMELI - LOCALITA' CHIUSI 168 1525 CHIUSI SI SCALO 169 430 CINIGIANO PIAZZALE CAPITANO BRUCHI, 7 GR 170 40055 CISLIANO P.ZZA S. GIOVANNI, 60 MI 171 1569 CITTA' DELLA PIEVE PIAZZA PLEBISCITO, 3 PG 172 202 CITTA' DI CASTELLO P.ZZA GARIBALDI PG 173 70234 CITTA' DI CASTELLO VIA P. DELLA FRANCESCA PG 174 70216 CIVITAVECCHIA VIALE BACCELLI, 6A RM 175 55 CIVITELLA IN VAL DI CHIANA VIA ROMA 2 - LOCALITA' BADIA AL PINO AR 176 440 CIVITELLA PAGANICO CORSO FAGARE', 54 - LOCALITA' PAGANICO GR 177 210 COLLE DI VAL D'ELSA VIA DI SPUGNA, 2 SI 178 70177 COLLE DI VAL D'ELSA VIA DON MINZONI, 2 SI 179 70246 COLLELONGO VIA ROMA, 90 AQ 180 70029 COLLESALVETTI VIA ROMA, 272 LI 181 40320 COLORNO VIALE SAN ROCCO, 12 PR 182 40037 COMMESSAGGIO PIAZZA ITALIA, 3 MN 183 142 COMO VIA CAIROLI, 11 CO 184 40297 CORBETTA VIA VOLTA, 33 MI 185 40343 CORBETTA VIA XXIV MAGGIO, 2 MI 186 40007 CORREGGIO CORSO MAZZINI, 37 RE 187 60 CORTONA VIA MATTEOTTI, 22 - LOCALITA' CAMUCIA AR 188 70 CORTONA VIA NAZIONALE, 42 AR 189 10286 CREMONA C.SO V. EMANUELE, 108 CR 190 40198 CURTATONE VIA MARCONI, 52 - LOCALITA' BUSCOLDO MN 191 40248 CURTATONE VIA ROMA, 42/44 - LOCALITA' MONTANARA MN 192 40083 CUSAGO VIA BAGGIO MI 193 171 CUTIGLIANO VIA G. TIGRI,22 PT 194 10289 DALMINE LARGO EUROPA BG 195 261 DECOLLATURA VIA CIANFLONE CZ 196 40197 DESENZANO DEL GARDA VIA G. MARCONI, BS 197 27 EMPOLI PIAZZA DELLA VITTORIA, 24 FI 198 240 EMPOLI VIA TOSCO ROMAGNOLA, 6 FI 199 70033 EMPOLI VIA DEL GIGLIO, 4 FI
61 BUILDING Num MUNICIPALITY ADDRESS PROVINCE CODE 200 1262 ERICE VIA MANZONI, 77 - LOCALITA' CASA SANTA TP 201 40280 FABBRICO VIA TRENTO, 4 RE 202 64 FABRO VIA DEL PONTE, 8 - LOCALITA' FABRO STAZIONE TR 203 11393 FASANO VIA ROMA, 45/47 BR 204 216 FAVARA VIA V. EMANUELE, 21 AG 205 121 FERRARA VIALE CAVOUR, 135 FE 206 217 FICARAZZI CORSO UMBERTO, 672-674 PA 207 70031 FIESOLE P.ZZA MAZZINI, 5 - LOCALITA' COMPIOBBI FI 208 800 FIGLINE VALDARNO PIAZZA BIANCHI, 1 FI 209 70035 FIGLINE VALDARNO P.ZZA M. FICINO, 68 FI 210 52 FIRENZE PIAZZA STAZIONE FI 211 56 FIRENZE VIA VERRACINI 30/F FI 212 275 FIRENZE VIA DEI PECORI, 6-8 FI 213 280 FIRENZE V.DI NOVOLI,25-V.MARENZIO FI 214 285 FIRENZE VIA G. CARDUCCI, 11R FI 215 290 FIRENZE VIALE PETRARCA, 128 FI 216 305 FIRENZE PIAZZA SAN LORENZO, 1/R FI 217 310 FIRENZE VIA G. D ANNUNZIO, 5C FI 218 315 FIRENZE VIA A. DEL POLLAIOLO, 198 FI 219 320 FIRENZE POGGIO BRACCIOLINI, 14 FI 220 345 FIRENZE VIA CASTELLANI, VIA NINNA FI 221 1131 FIRENZE VIA TEATINA, 88 FI 222 1315 FIRENZE VIA CENTOSTELLE, 7-6/B FI 223 1601 FIRENZE VIA COCCHI/VIA SANTELLI FI 224 70039 FIRENZE P.ZZA SAN GIOVANNI, 30/R FI 225 70040 FIRENZE VIA DI BELLARIVA, 70 72 FI 226 70045 FIRENZE VIA DI SOFFIANO, FI 227 70046 FIRENZE P.ZZA SIGNORIA, 22/R FI 228 70049 FIRENZE VIA POR SANTA MARIA, 2/R FI 229 70059 FIRENZE VIA BARACCA, 5 FI 230 70060 FIRENZE VIA B. DA MONTELUPO, 153 FI 231 70064 FIRENZE VIA MARAGLIANO, 122 FI 232 70068 FIRENZE VIA SENESE, 202 FI 233 70168 FIRENZE VIA CAVOUR, 82/A FI 234 70169 FIRENZE VIA PONTE ALL'ASSE, 1 FI 235 70173 FIRENZE VIA B. FORTINI, 124/5 FI 236 70178 FIRENZE VIA L. PANCALDO, 4 FI 237 70181 FIRENZE VIA GALLUZZI, 20 FI 238 70184 FIRENZE V.LE DEI MILLE, 111/A FI 239 70186 FIRENZE VIA BECHI, 12 FI 240 70217 FIRENZE VIA PANCIATICHI, 95 97 FI 241 70241 FIRENZE P.ZZA STAZIONE, 7R 8R 9R FI 242 98012 FIRENZE VIALE GRAMSCI, 32 FI 243 70047 FIRENZE VIA MASO FINIGUERRA, 1/R FI 244 70054 FIRENZE VIA PRATESE, 66/A FI 245 70067 FIRENZE VIA DI SOFFIANO, 84 86 FI 246 70096 FIVIZZANO VIA C. BATTISTI, 16 - LOCALITA' MONZONE MS 247 1007 FOGGIA C.SO GARIBALDI FG 248 11394 FOGGIA VIA ONORATO, 36/38 FG 249 370 FOLIGNO VIA CESARE BATTISTI, 17 PG 250 385 FOLLONICA VIA BICOCCHI 41/D, ANG. VIA ROMA GR 251 70070 FOLLONICA VIA ROMA, 72 GR
62 BUILDING Num MUNICIPALITY ADDRESS PROVINCE CODE 252 1568 FORTE DEI MARMI VIA CARDUCCI, 5 LU 253 70213 FRANCAVILLA AL MARE VIA NAZIONALE ADRIATICA, 56 A CH 254 167 FROSINONE VIALE ROMA, 79 FR 255 70071 FUCECCHIO VIA ROMA, 9 FI 256 81 GAETA PIAZZA MARE DELL'ARCO LT 257 1190 GAIOLE IN CHIANTI VIA RICASOLI, 86 SI 258 11395 GALATINA PIAZZA S. PIETRO, 15 LE 259 11126 GALATONE P.ZA COSTADURA LE 260 247 GAMBASSI TERME VIA MATTEOTTI, 1 FI 261 70013 GAVORRANO VIA A. MORO, 38 - LOCALITA' CALDANA GR 262 40194 GAZOLDO DEGLI IPPOLITI VIA MARCONI, 96-98 MN 263 29 GENOVA VIA ROMA, 1 GE 264 90 GENOVA VIA DI FRANCIA 3-3F ROSSI GE 265 400 GENOVA PIAZZETTA J. DA VARAGINE, 10R GE 266 107 GIARRE PIAZZA DUOMO CT 267 70244 GIOIA DEI MARSI VIA ROMA, 3, 5, 7 AQ 268 40043 GONZAGA P.ZZA MATTEOTTI, 38 MN 269 10994 GREVE IN CHIANTI GALLERIA DELLE CANTINE, 2/B FI VIA POGGIO ALLA CROCE, 2/B - LOCALITA' SAN POLO 270 70201 GREVE IN CHIANTI FI IN CHIANTI 271 70072 GREVE IN CHIANTI VIA C. BATTISTI, 6 FI 272 435 GROSSETO P.TTA DEL MONTE, 4 GR 273 70192 GROSSETO VIA MANIN, 11 GR 274 70214 GROSSETO P.ZZA EUROPA, 12 GR 275 221 GROTTE CORSO GARIBALDI, 35 AG 276 73 GUBBIO VIA DELLA REPUBBLICA, 6 PG 277 70076 IMPRUNETA P.ZZA BUONDELMONTI, 25 FI 278 785 INCISA IN VAL D'ARNO VIA NAZIONALE, 11 FI 279 82 ITRI PIAZZA IV NOVEMBRE, 1 LT 280 661 IVREA C.SO D AZEGLIO - P.ZA BALLA TO 281 256 LAMEZIA TERME CORSO NICOTERA, 2 - LOCALITA' NICASTRO CZ 282 258 LAMEZIA TERME PIAZZA FIORENTINO, 6-7 - LOCALITA' SAMBIASE CZ 283 259 LAMEZIA TERME LARGHETTO COL. CASSOLI CZ 284 262 LAMEZIA TERME VIA DEL MARE - LOCALITA' S. EUFEMIA CZ 285 263 LAMEZIA TERME VIA R. DE MEDICI, 357 - LOCALITA' NICASTRO CZ 286 1000 LAMPORECCHIO PIAZZA BERNI, 27 PT 287 70240 LANCIANO VIALE DEI CAPPUCCINI, 26 CH 288 1480 LASTRA A SIGNA VIA LIVORNESE, 122E FI 289 790 LATERINA CORSO ITALIA, 45 AR 290 70233 LATERINA VIA VALDARNESE - LOCALITA' PONTICINO AR 291 460 LATINA CORSO DELLA REPUBBLICA, 175 LT 292 11305 LECCE VIA ARGENTO, 6 LE 293 11369 LECCE VIA NAZARIO SAURO, 55 LE 294 11372 LECCE STR PROV.LE LECCE-SURBO ZONA IND. LE 295 11396 LECCE VIA G. VERDI 14 /P.ZZA ORONZO LE 296 11397 LECCE LOCALITA' COMMENDA LE 297 66 LECCO VIA L. DA VINCI, 18 LC 298 222 LICATA PIAZZA LINARES, 1 AG 299 475 LIVORNO VIA CAIROLI-SERRISTORI 9-15 LI 300 480 LIVORNO VIA M. MASTACCHI, 4 LI 301 10971 LIVORNO VIALE PETRARCA 186-188-190 LI 302 70078 LIVORNO P.ZZA CAVOUR, 22 LI
63 BUILDING Num MUNICIPALITY ADDRESS PROVINCE CODE 303 70230 LIVORNO VIA MONDOLFI, 1 LI 304 70163 LIVORNO VIA DI FRANCO, 35 LI 305 70196 LIVORNO P.ZZA ROMA LI VIA G. DAL BORRO, 3 - LOCALITA' SAN GIUSTINO 306 1495 LORO CIUFFENNA AR VALDARNO 307 620 LUCCA PIAZZA BERNARDINI, 4 LU 308 70175 LUCCA V.LE P. BATONI, 29 LU 309 70191 LUCCA V.LE S. CONCORDIO, 395 LU 310 625 LUCCA VIA BORGO GIANNOTTI, 191 LU 311 70081 LUCCA VIA ROMA, 6 LU 312 1570 LUCIGNANO VIA MATTEOTTI, 71 AR 313 70245 LUCO DEI MARSI VIA DUCA DEGLI ABRUZZI, 99 AQ 314 40217 LUMEZZANE VIA MONTINI VIRGILIO, 151/D BS 315 40196 LUZZARA VIA MARCONI, 42 RE 316 855 MAGIONE VIA XX SETTEMBRE, 21 PG 317 820 MAGLIANO IN TOSCANA VIA IV NOVEMBRE, 4 GR 318 40296 MAGNACAVALLO VIA VOGLIA, 18 MN 319 530 MAIORI VIA REGINA, 58 SA 320 196 MANFREDONIA VIA SENIGALLIA-TRIBUNA FG 321 40115 MANTOVA VIA CREMONA, 25-27-29-20/A MN 322 40165 MANTOVA VIA GOITO, 6-8 MN 323 40179 MANTOVA VIA GROSSI, 3 MN 324 40226 MANTOVA VIA PIETRO VERRI, 12-14-16 MN 325 40380 MANTOVA VIA PIETRO VERRI MN 326 40314 MANTOVA V.LE GORIZIA, 20/C MN 327 40345 MANTOVA VIA GOITO, 4 MN 328 40116 MARCARIA VIA F. CRISPI, 70 MN 329 40291 MARCARIA VIA VITELLIO, 36 - LOCALITA' CAMPITELLO MN 330 1050 MARCIANA PIAZZA UMBERTO I, 12 - LOCALITA' MARCIANA ELBA LI 331 1055 MARCIANA MARINA VIALE VADI, 1 LI 332 40151 MARMIROLO VIA FERRARI, 5 MN 333 870 MARSCIANO VIA MARCONI, 10 PG 334 70225 MARSCIANO VIA XXIV MAGGIO, 2 PG 335 11127 MARUGGIO VIA V. EMANUALE III TA 336 665 MASSA PIAZZA ARANCI, 9 MS 337 70084 MASSA P.ZZA ARANCI, 14 MS 338 67 MASSA MARITTIMA VIA MARTIRI DI NICCIOLETA, 138 GR 339 70085 MASSA MARITTIMA P.ZZA GARIBALDI, 17/A GR 340 97 MAZZARRA' SANT'ANDREA CORSO UMBERTO I, 14 ME 341 40062 MEDOLE PIAZZA DELLA VITTORIA, 10 MN 342 134 MELITO DI PORTO SALVO VIA NAZIONALE, 87 RC 343 11128 MESAGNE V. NORMANNO ANG V. CARMINE BR 344 99 MESSINA VIA C. VALERIA, 81 ME 345 101 MESSINA VIA T. CANNIZZARO, 108 ME 346 109 MILANO VIA AMEDEO D'AOSTA 2-VIA PASCOLI MI 347 685 MILANO VIA G. FARA, 39 MI 348 690 MILANO VIA G. BONI, 24 MI 349 695 MILANO VIA LONDONIO, 20/A MI 350 725 MILANO VIA ROSELLINI 16 MI 351 726 MILANO VIA ROSELLINI 20 MI 352 1510 MILANO VIA S. MARGHERITA, 11 MI 353 1605 MILANO VIA CANOVA, 35-37 MI
64 BUILDING Num MUNICIPALITY ADDRESS PROVINCE CODE 354 11270 MILANO VIA PADOVA, 28 MI 355 40013 MILANO LARGO CAIROLI, 1 MI 356 40264 MILANO VIA SAN GIOVANNI SUL MURO, 1 MI 357 96 MILAZZO VIA M. REGIS, 26 ME 358 224 MILENA VIA U. FOSCOLO, 7 CL 359 40141 MIRANDOLA VIA FELICE CAVALLOTTI, 36 MO 360 358 MISTERBIANCO VIA GARIBALDI CT 361 40164 MODENA VIA M. BUONARROTI, 16 MO 362 10278 MOLTENO VIA GRANDI, 4 LC 363 10532 MONCALIERI PIAZZA VITTORIO EMANUELE II N.9 TO 364 227 MONREALE PIAZZA INGHILLERI, 8 PA 365 70088 MONSUMMANO TERME P.ZZA MARTINI, 81 PT 366 1195 MONTALCINO VIA MATTEOTTI, 47 SI 367 1220 MONTALCINO VIA ROMANA, 28 - LOCALITA' TORRENIERI SI 368 70090 MONTALCINO P.ZZA DEL POPOLO, 32 SI LUNGOMARE ANDREA DORIA, 49 - LOCALITA' PORTO 369 815 MONTE ARGENTARIO GR ERCOLE CORSO UMBERTO I, 47-49-53-55 - LOC. PORTO SANTO 370 825 MONTE ARGENTARIO GR STEFANO 371 80 MONTE SAN SAVINO PIAZZA DI MONTE, 7 AR 372 1583 MONTEBELLO JONICO VIA NAZIONALE 58 - LOCALITA' SALINE IONICHE RC 373 730 MONTECATINI TERME PIAZZA DEL POPOLO, 13 PT 374 1604 MONTEMURLO VIA DELL AGRICOLTURA - PO VIA ASTI, 26 - LOCALITA' MONTEPULCIANO 375 356 MONTEPULCIANO SI STAZIONE 376 70091 MONTEPULCIANO P.ZZA MICHELOZZO, 2 SI 377 180 MONTEPULCIANO VIA DI GRACCIANO NEL CORSO, 61 SI 378 295 MONTERIGGIONI VIA DI VITTORIO, 2 - LOCALITA' CASTELLINA SCALO SI 379 1205 MONTERONI D'ARBIA VIA ROMA, 22/R SI 380 395 MONTEROTONDO MARITTIMO VIA BARDELLONI, 62 GR 381 260 MONTESPERTOLI PIAZZA DEL POPOLO, 65 FI 382 106 MONTEVARCHI VIA PERUGIA - LOCALITA' LEVANE AR 383 765 MONTEVARCHI VIA ROMA, 54 AR VIA COMUNALE, 40 - LOCALITA' MERCATALE 384 70087 MONTEVARCHI AR VALDARNO 385 70092 MONTEVARCHI VIA CENNANO, 72 AR 386 265 MONTOPOLI IN VAL D'ARNO VIA GRAMSCI, 54 - LOCALITA' SAN ROMANO PI 387 1608 MONZA LARGO MOLINETTO 2 MI 388 40285 MONZAMBANO CORSO UMBERTO I, 75 MN 389 40272 MOTTA VISCONTI VIA SORIANI, 32 MI 390 40148 MOTTEGGIANA VIA F. FILZI, 31/A - LOCALITA' VILLA SAVIOLA MN VIA RIMEMBRANZA, 7 - LOCALITA' MURLO 391 70097 MURLO SI VESCOVADO 392 39 NAPOLI VIA CERVANTES DE SAAVEDRA, 55 NA 393 89 NAPOLI C. DIR.- VIA G. PORZIO,4 NA 394 113 NAPOLI PIAZZETTA GIACINTO GIGANTE, 35 NA 395 116 NAPOLI VIA M.PRETI,1-VIA SCARLATTI,209 NA 396 560 NAPOLI VIA B. CHIOCCARELLI, 4 NA 397 565 NAPOLI C.SO NOVARA 21/25 VIA PALERMO NA 398 570 NAPOLI VIA STADERA A POGGIOREALE, 55 NA 399 11398 NARDO' PIAZZA CESARE BATTISTI, 3 LE 400 228 NARO PIAZZA GARIBALDI, 3 AG 401 229 NISCEMI VIA REGINA MARGHERITA 1 CL 402 257 NOCERA TERINESE VIA S. CATERINA - LOCALITA' NOCERA TIRINESE CZ
65 BUILDING Num MUNICIPALITY ADDRESS PROVINCE CODE 403 836 NOLA CIS LOC. BOSCOFANGONE, 3 NA 404 282 NOVARA P.ZA CAVOUR-C.SO VITTORIA NO 405 40006 NOVELLARA CORSO GARIBALDI, 46/48 RE 406 11400 NOVOLI VIA UMBERTO I, 14 LE 407 1590 OPPIDO MAMERTINA VIA COPPOLA 39 RC PIAZZA DELL'UCCELLINA, 16 - LOCALITA' 408 68 ORBETELLO GR FONTEBLANDA 409 810 ORBETELLO VIA MURA DI PONENTE GR 410 1490 ORBETELLO VIA PASCUCCI, 22 - LOCALITA' ALBINIA GR 411 70099 ORBETELLO CORSO ITALIA, 86 GR 412 1405 ORVIETO VIA GARIBALDI, 24 TR 413 40026 OSTIGLIA PIAZZA CORNELIO, 9 MN 414 203 OSTUNI VIA MARTIRI DI KINDU BR 415 10261 PADERNO DUGNANO VIA MAGRETTI, 1A MI 416 970 PALAIA VIA GARIBALDI, 54 - LOCALITA' FORCOLI PI 417 232 PALERMO VIA L. DA VINCI, 268 PA 418 233 PALERMO VIA AMM. RIZZO, 66 PA 419 234 PALERMO VIA GALLETTI, 23 PA 420 236 PALERMO VIA DEL MANDERINO, 22 PA 421 237 PALERMO PIAZZA CASTELNUOVO PA P.ZZA G. MAZZINI, 25 - LOCALITA' TAVERNELLE 422 875 PANICALE PG UMBRIA 423 860 PASSIGNANO SUL TRASIMENO VIA ROMA, 8 PG 424 94 PATTI VIA S. ANTONINO, 2 ME 425 70100 PECCIOLI VIA GARIBALDI, 10 PI 426 70101 PELAGO VIA V. EMANUELE II, 53 FI 427 840 PERUGIA VIA BAGLIONI, 24 PG 428 885 PERUGIA VIA XX SETTEMBRE, 77 PG 429 890 PERUGIA VIA PUCCINI, 84 - LOCALITA' PONTE FELCINO PG 430 1607 PERUGIA VIA CESTELLINI, 13 PG 431 70222 PERUGIA VIA DELLE PROME, 13 PG VIA DERUTA, 105 - LOCALITA' SAN MARTINO IN 432 70223 PERUGIA PG CAMPO ST. PROV.LE STROZZACAPPONI - LOC. CASTEL DEL 433 70224 PERUGIA PG PIANO UMBRO 434 70228 PERUGIA P.ZZA ITALIA, 17 19 PG S.P. PER CAMAIORE, 20 - LOCALITA' SAN MARTINO IN 435 70134 PESCAGLIA LU FREDDANA 436 11271 PESCARA VIA D'ANNUNZIO, 48/50 PE 437 59 PESCIA VIA GARIBALDI ANG. VIA CURTATONE PT 438 70102 PESCIA RUGA DEGLI ORLANDI, 69 PT 439 5341 PIACENZA PIAZZALE GENOVA 5 PC 440 25 PIANCASTAGNAIO VIALE VESPA, 21 SI 441 70069 PIETRASANTA VIA CAVOUR, 2 - LOCALITA' FOCETTE LU 442 70103 PIETRASANTA P.ZZA DELLA STAZIONE, 1 LU 443 670 PIETRASANTA PIAZZA DUOMO, 41 LU 444 85 PIEVE SANTO STEFANO VIA ROMA, 2 AR 445 925 PIOMBINO CORSO ITALIA, 77 LI 446 70203 PIOMBINO VIA REPUBBLICA, 27 LI 447 126 PISA VIA CORRIDONI, 124 PI 448 945 PISA LUNGARNO PACINOTTI, 9 PI 449 10624 PISA VIA SCORNIGIANA - LOCALITA' OSPEDALETTO PI VIA NENNI ANG. VIA DE RUGGIERO - LOC. PISA LOC. 450 70238 PISA PI CISANELLO
66 BUILDING Num MUNICIPALITY ADDRESS PROVINCE CODE
VIA D. DUODI ANG. VIA REP. PISANA - LOCALITA' 451 72045 PISA PI MARINA DI PISA 452 70107 PISA VIA DI BANCHI, 10 PI 453 70215 PISTOIA P.ZZA S. FRANCESCO, 64 PT 454 990 PISTOIA PIAZZA DUOMO, 8 PT 455 1005 PISTOIA VIA FIORENTINA, 682 - LOCALITA' BOTTEGONE PT 456 70207 PISTOIA VIA E. FERMI, 50 52 54 PT 457 156 PISTOIA VIA QUASIMODO PT 458 416 PITIGLIANO VIA CIACCI, 72 GR 459 40193 PIUBEGA VIA MARCONI, 21/23 MN 460 461 POGGIBONSI VIA TRENTO 60 SI 461 11272 POGGIBONSI VIA SALCETO 99 SI 462 70185 POGGIBONSI LARGO USILIA, 8 SI 463 70112 POGGIO A CAIANO P.ZZA IV NOVEMBRE, 18 PO 464 40278 POGGIO RUSCO VIA TRENTO E TRIESTE, 22 MN 465 495 POMARANCE PIAZZA S. ANNA, 4 PI 466 71891 POMEZIA VIA DEL MARE, 2/ABC RM 467 585 POMIGLIANO D'ARCO PIAZZA PRIMAVERA, 37 NA 468 40064 POMPONESCO PIAZZA XXIII APRILE, 13 MN 469 70113 PONSACCO VIA G. CARDUCCI, 3 PI 470 335 PONTASSIEVE VIA L. GORI, 29 FI 471 70114 PONTASSIEVE VIA GORI, 5 FI 472 70117 PONTE BUGGIANESE VIA DELLA LIBERTA', 61 PT 473 980 PONTEDERA VIA DELLA MISERICORDIA, 90 PI 474 70118 PONTEDERA CORSO MATTEOTTI, 10 PI 475 40113 PONTI SUL MINCIO VIA CIRCONVALLAZIONE, 60 MN 476 95 POPPI VIA ROMA, 123 - LOCALITA' PONTE A POPPI AR 477 70120 PORCARI VIA MARCONI, 3 LU 478 1574 PORDENONE VIA ALIGHIERI 2 PN 479 130 PORRETTA TERME VIA STAZIONE, 2 BO 480 176 PORTO AZZURRO PIAZZA EROI DELLA RESISTENZA LI 481 11401 PORTO CESAREO VIA MONTI, 102 ANG. VIA VESPUCCI LE 482 40153 PORTO MANTOVANO VIA G. LEOPARDI, 31 MN 483 1045 PORTOFERRAIO VIA GARIBALDI/ANG. P.ZZA CAVOUR LI 484 40172 POZZOLENGO PIAZZA IV NOVEMBRE, 5 BS 485 580 POZZUOLI VIA PERGOLESI, 52 NA 486 1080 PRATO VIA STROZZI, 99 PO 487 11273 PRATO VIA ROMA, VIA ZARINI, VIA SIENA PO 488 70176 PRATO VIA BOLOGNA, 1 PO 489 70221 PRATO VIA TRAVERSA PISTOIESE, 79 PO 490 70170 PRATO VIA PISTOIESE 846 PO 491 70124 PRATOVECCHIO P.ZZA P. UCCELLO, 58-60 AR 492 11402 PULSANO VIA XX SETTEMBRE, 34/36 TA 493 70125 QUARRATA VIA MONTALBANO, 75 PT 494 112 QUARTUCCIU VIA MOGORO CA 495 40246 QUINGENTOLE VIA ROMA, 20 MN 496 10284 QUINZANO D'OGLIO VIA CAVOUR, 9 BS 497 40201 QUISTELLO VIA MARTIRI DI BELFIORE, 10 MN 498 11129 RACALE VIA REGINA MARGHERITA, 25 LE 499 11278 RADICONDOLI PIAZZA GRAMSCI SI 500 910 RAPOLANO TERME SOBBORGO GARIBALDI, 6 SI 501 241 RAVANUSA CORSO DELLA REPUBBLICA, 135 AG
67 BUILDING Num MUNICIPALITY ADDRESS PROVINCE CODE 502 1468 RAVENNA PIAZZA KENNEDY, 7 RA 503 40052 REDONDESCO PIAZZA RISORGIMENTO, 3 MN 504 5265 REGGELLO VIA SETTE PONTI 11 FI 505 132 REGGIO DI CALABRIA CORSO GARIBALDI, 326 RC 506 1587 REGGIO DI CALABRIA VIA TORRIONE 81 RC VIA EMILIA ALL'OSPIZIO, 66 - LOCALITA' REGGIO 507 40139 REGGIO NELL'EMILIA RE EMILIA 508 40270 REGGIO NELL'EMILIA VIA SESSI, 4 RE 509 40305 REGGIO NELL'EMILIA VIA ZACCHETTI BERNARDINO, 2 RE 510 40365 REGGIO NELL'EMILIA VIA RUINI, 6 RE 511 40156 REVERE VIA G. GARIBALDI, 9 MN 512 40183 REZZATO VIA LEONARDO DA VINCI, 64 BS 513 242 RIBERA CORSO UMBERTO I, 9 AG 514 243 RIESI PIAZZA GARIBALDI, 3 CL 515 70166 RIGNANO SULL'ARNO P.ZZA XXV APRILE FI 516 5910 RIO MARINA PIAZZA SALVO D ACQUISTO 1 LI 517 40211 RIVAROLO MANTOVANO VIA G. MAZZINI, 34/B MN 518 1455 RIVOLI CORSO SUSA, 27 TO 519 40063 ROBECCO SUL NAVIGLIO PIAZZA XXI LUGLIO , 34 MI 520 1411 ROCCASTRADA VIA DANTE ALIGHIERI GR 521 70126 ROCCASTRADA VIA MONTEMASSI - LOCALITA' RIBOLLA GR 522 40027 RODANO PIAZZA CORTE FERRARIO, 1 MI 523 40206 RODIGO VIA MATTEOTTI, 20 MN 524 44 ROMA P.A VESCOVIO/V.PRISCILLA RM 525 1125 ROMA VIA DEL CORSO 232 RM 526 1130 ROMA VIA ARENULA, 16 RM 527 1135 ROMA VIA OSTIENSE, 6F RM 528 1140 ROMA V.TUSCOLANA,316/M.CAPITOLINO RM 529 1150 ROMA VIA LEONE IV, 32 RM 530 1155 ROMA PIAZZA NAVIGATORI, 8b RM 531 1485 ROMA VIA COLA DI RIENZO, 240 RM 532 1561 ROMA VIA C.PORTUENSI 479- RM 533 10204 ROMA VIALE PINTURICCHIO 5 RM 534 11274 ROMA VIA PICO DELLA MIRANDOLA, 74 RM 535 72145 ROMA VIA DEI GALLA E SIDAMA, 13/27 RM 536 70251 ROMA VIA SICILIA, 203 RM PIAZZA DELLA REPUBBLICA, 10 - LOCALITA' 537 40051 RONCOFERRARO MN GOVERNOLO 538 40111 RONCOFERRARO VIA CESARE BATTISTI, 35 MN 539 605 ROSIGNANO MARITTIMO VIA GRAMSCI, 113 LI 540 610 ROSIGNANO MARITTIMO VIA P. MASCAGNI, 2 - LOCALITA' ROSIGNANO SOLVAY LI 541 691 ROSIGNANO MARITTIMO PIAZZA GARIBALDI, 21 - LOCALITA' VADA LI 542 70015 ROSIGNANO MARITTIMO VIA AURELIA, 725 - LOCALITA' CALETTA LI 543 40025 ROVERBELLA PIAZZA CAVOUR,3 MN 544 40315 ROZZANO VIALE LOMBARDIA, 34 MI 545 70195 RUFINA P.ZZA KURGAN, 7 FI 546 470 SABAUDIA CORSO V. EMANUELE II, 7 LT 547 40166 SABBIONETA VIA VESPASIANO GONZAGA, 59 MN 548 10706 SAINT CHRISTOPHE LOCALITA' GRAND CHEMIN N. 32 AO 549 500 SALERNO VIA ROMA, 118 SA 550 505 SALERNO CORSO VITTORIO EMANUELE, 112 SA 551 1541 SALERNO VIA BELISARIO CORENZIO, 5 SA 552 10955 SALERNO VIA BERNARDO GAETA SA
68 BUILDING Num MUNICIPALITY ADDRESS PROVINCE CODE 553 70248 SAN BENEDETTO DEI MARSI LARGO CONCEZIONE AQ 554 40146 SAN BENEDETTO PO VIA FERRI, 80 MN 555 111 SAN CASCIANO DEI BAGNI VIA ROMA, 26 SI 556 325 SAN CASCIANO IN VAL DI PESA VIA MACHIAVELLI, 19 FI 557 70027 SAN CASCIANO IN VAL DI PESA VIA VOLTERRANA, 53 - LOCALITA' CERBAIA FI 558 70128 SAN CASCIANO IN VAL DI PESA VIA MORROCCHESI, 18 FI 559 11404 SAN CESARIO DI LECCE VIA DANTE, 48 LE 560 455 SAN FELICE CIRCEO VIALE TITTONI, 65 - LOCALITA' LA CONA LT 561 40309 SAN FELICE SUL PANARO VIA CAMPI, 23/25 MO 562 40283 SAN GIACOMO DELLE SEGNATE VIA RONCADA, 28 MN 563 1030 SAN GIMIGNANO PIAZZA DELLA CISTERNA, 9-10 SI 564 70130 SAN GIMIGNANO P.ZZA DELLA CISTERNA, 26 SI 565 70131 SAN GIOVANNI VALDARNO P.ZZA CAVOUR, 4 AR 566 955 SAN GIULIANO TERME VIA DE AMICIS, 127 - LOCALITA' ARENA PISANA PI 567 985 SAN GIULIANO TERME LARGO PERCY SHELLY, 4 PI 568 40138 SAN LAZZARO DI SAVENA VIA EMILIA, 378 - LOCALITA' IDICE BO 569 70133 SAN MARCELLO PISTOIESE VIA S. LEOPOLDO, 110 PT 570 40154 SAN MARTINO DALL'ARGINE VIA GARIBALDI, 70 MN 571 70194 SAN MINIATO VIA A. MORO, 171 - LOCALITA' SAN MINIATO BASSO PI 572 201 SAN PRISCO VIA APPIA, 42 CE 573 1215 SAN QUIRICO D'ORCIA VIA DANTE ALIGHIERI, 32 SI 574 930 SAN VINCENZO VIA V. EMANUELE, 38 LI 575 11403 SANNICOLA PIAZZA DELLA REPUBBLICA LE 576 70206 SANSEPOLCRO VIA DEL PRUCINO, 16 AR 577 70232 SANTA CROCE SULL'ARNO P.ZZA DEL POPOLO, 13 PI 578 70137 SANTA MARIA A MONTE P.ZZA DELLA VITTORIA, 32 PI 579 76 SARNO VIA MATTEOTTI, 19 SA 580 190 SARTEANO PIAZZALE IPPOCRATE, 1 SI 581 145 SARZANA P.ZZA GARIBALDI, 8 SP VIA GIOVANNI XXIII - LOCALITA' MARINELLA 582 271 SARZANA SP SARZANA 583 149 SAVONA VIA DELLE TRINCEE, 50R SV 584 62 SCAFATI VIA NAZIONALE, 21 SA 585 70055 SCANDICCI VIA PISANA, 196/A FI 586 70138 SCANSANO VIA XX SETTEMBRE, 21 GR 587 47 SCARLINO VIA C. CITERNI, 5 GR 588 70236 SCARPERIA V.LE G. MATTEOTTI, 27 FI 589 40312 SCHIVENOGLIA VIA GARIBALDI, 2 MN 590 826 SCORZE' VIA VENEZIA VE 591 40117 SEGRATE VIA CRISTEI, 1 MI 592 675 SERAVEZZA PIAZZA MATTEOTTI, 6 - LOCALITA' QUERCETA LU 593 680 SERAVEZZA PIAZZA MAZZINI, 8 LU 594 40189 SERMIDE VIA MAMELI, 2 MN 595 244 SERRADIFALCO PIAZZA V.EMANUELE 7 CL 596 70020 SERRAVALLE PISTOIESE P.ZZA GRAMSCI, 6 - LOCALITA' CASALGUIDI PT 597 340 SESTO FIORENTINO P.ZZA GINORI, 18-19 FI 598 70139 SESTO FIORENTINO VIA CAVALLOTTI, 61 FI 599 40109 SETTALA VIA CERCA, 1 MI 600 2 SIENA VIA RICASOLI 36/60 SI 601 6 SIENA VIA TERMINI, 31 SI 602 746 SIENA PIAZZA AMENDOLA N. 12 SI 603 1225 SIENA VIALE CAVOUR, 150 SI
69 BUILDING Num MUNICIPALITY ADDRESS PROVINCE CODE 604 1235 SIENA VIA MALAVOLTI, 11-15 SI 605 1240 SIENA VIA MONTANINI, 76-82 SI 606 1310 SIENA VIA FRANCI, 20 SI 607 1335 SIENA VIA MAZZINI, 23 SI 608 1375 SIENA VIA PIAN D'OVILE N. 76 - 80 E 116 SI 609 1465 SIENA VIA DEI ROSSI, 41-43 SI 610 1486 SIENA VIA QUINTO SETTANO, 15 BIS SI 611 1603 SIENA VIALE TOSELLI 60 75 SI 612 2622 SIENA PIAZZA DELL'ABBADIA, 7 SI 613 11290 SIENA VIA LIPPO MEMMI 7/9 SI 614 11431 SIENA VIA LIPPO MEMMI, 14 SI 615 70143 SIENA P.ZZA TOLOMEI SI 616 70208 SIENA P.ZZA AMENDOLA, 4 SI 617 8205 SIENA* VIA ALDO MORO,11/15 SI 618 1115 SIGNA PIAZZA CAVALLOTTI, 8 FI 619 70145 SIGNA VIA ROMA, 39 FI PIAZZA DELLA REPUBBLICA, 9 - LOCALITA' PIEVE DI 620 895 SINALUNGA SI SINALUNGA 621 905 SINALUNGA VIA VITTORIO EMANUELE, 18 - LOCALITA' BETTOLLE SI 622 70104 SINALUNGA VIA TRIESTE, 15 - LOCALITA' PIEVE DI SINALUNGA SI 623 11130 SOGLIANO CAVOUR PIAZZA ARMANDO DIAZ, 21 LE 624 246 SOMMATINO CORSO UMBERTO I, 160 CL 625 835 SORANO PIAZZA DEL MUNICIPIO, 1 GR 626 1210 SOVICILLE VIA MASSETANA, 87 - LOCALITA' ROSIA SI 627 380 SPOLETO VIA FLAMINIA, 5 PG 628 161 SUBBIANO VIA ARETINA N.8 AR 629 11407 SURBO VIA LECCE, 35 LE 630 40093 SUSTINENTE VIA BREDA, 13 MN 631 935 SUVERETO VIA LEPORATTI, 2 LI 632 40185 SUZZARA VIA LUPI MENOTTI, 3 MN 633 69 TARANTO VIALE MAGNA GRECIA, 76-78 TA 634 10301 TARANTO VIA D'AQUINO TA 635 11408 TARANTO VIA D'AQUINO, 111 TA 636 1445 TARQUINIA C.SO V. EMANUELE, 44 VT 637 1530 TERNI CORSO TACITO, 38 TR 638 1385 TERNI VIA LUNGONERA, 72 TR 639 53 TERRANUOVA BRACCIOLINI P.ZZA REPUBBLICA, 1 AR 640 70148 TERRANUOVA BRACCIOLINI VIA CONCINI, 32/A AR 641 70167 TERRICCIOLA P.ZZA XX SETTEMBRE, 1 PI 642 321 TORINO CORSO GIULIO CESARE, 168 TO 643 1466 TORINO CORSO SIRACUSA, 154 B TO 644 1460 TORINO VIA MAZZINI, 14/16 TO 645 152 TORRE ANNUNZIATA CORSO UMBERTO I, 240 NA 646 915 TORRITA DI SIENA VIALE MAZZINI, 93 - LOCALITA' TORRITA STAZIONE SI 647 11409 TRANI VIA ROSSINI, 20 BA 648 1261 TRAPANI VIA XXX GENNAIO, 78 TP 649 40088 TREZZANO SUL NAVIGLIO VIA BENEDETTO CROCE, 15 MI 650 865 TUORO SUL TRASIMENO VIA ROMA, 29 PG 651 195 UDINE VIA POSCOLLE, 83 UD 652 70227 UMBERTIDE VIA ROMA, 97 PG 653 251 USTICA PIAZZA CAP. LONGHO, 9 PA 654 70150 VAIANO VIA G. BRAGA PO
70 BUILDING Num MUNICIPALITY ADDRESS PROVINCE CODE 655 36 VARESE PIAZZA CACCIATORI DELLE ALPI VA 656 70151 VECCHIANO VIA DELLA LIBERTA', 2 PI 657 10279 VEDANO AL LAMBRO VIA LIBERTA, 1 MI 658 93 VENETICO PIAZZA MADONNA DELLE GRAZIE ME 659 117 VENEZIA CORSO DEL POPOLO, 7 - LOCALITA' MESTRE VE 660 1317 VERCELLI P.ZZA CAVOUR VC 661 40096 VERMEZZO VIA PONTI CARMINE,14 MI 662 3 VERONA VIA FRANCIA, 4 VR 663 11288 VERONA P.ZZA SCALA - VIA ANFITEATRO 4 VR 664 40072 VIADANA VIA RIMEMBRANZE, 17 - LOCALITA' CICOGNARA MN 665 40288 VIADANA VIA GIUSEPPE VERDI, 12 MN 666 123 VIAREGGIO VIA FRATTI 268 LU 667 1410 VIAREGGIO CSO GARIBALDI-VIA CAVALLOTTI LU VIA AURELIA ANG. VIA GARIBALDI - LOC. TORRE DEL 668 1505 VIAREGGIO LU LAGO PUCCINI 669 70154 VIAREGGIO VIA M. COPPINO, 297, 299, 303 LU CORSO DEL POPOLO, 45 - LOCALITA' VICCHIO DEL 670 70155 VICCHIO FI MUGELLO 671 70156 VICOPISANO P.ZZA CAVALCA 6/A PI 672 515 VIETRI SUL MARE VIA MAZZINI, 26 SA 673 70158 VILLA BASILICA P.ZZA DELL'ORATORIO, 48 LU 674 40090 VILLA CARCINA VIA BERNOCCHI, 9 BS 675 131 VILLA SAN GIOVANNI VIALE ITALIA, 74 RC 676 70159 VILLAFRANCA IN LUNIGIANA VIA XXV APRILE, 20 MS 677 40254 VILLIMPENTA VIA ROMA, 38 MN VIA DELL'ARGINOTTO, 1 - LOCALITA' CERESE DI 678 40114 VIRGILIO MN VIRGILIO 679 54 VITERBO CORSO ITALIA, 6 VT 680 71 VITERBO VIALE TRENTO, 5 VT 681 40035 VOLTA MANTOVANA PIAZZA G. GARIBALDI, 9 MN 682 615 VOLTERRA PIAZZA MARTIRI DELLA LIBERTA, 2 PI 683 40053 ZIBIDO SAN GIACOMO PIAZZA ROMA, 5 MI
71
Annex 2 THE FINANCIAL STATEMENTS OF THE ISSUER AS OF 31 DECEMBER 2009
II Translation from the Italian original which remains the definitive version
Casaforte S.r.l.
Registered office Via Eleonora Duse 53 - 00197 Roma Tax identification and Rome Companies Register no. 03670580285 Administrative Business Register no 1244511 Share capital Euro 100.000 – fully paid in
ANNUAL REPORT 2009
1 Casaforte S.r.l. – Financial statements as of 31 December 2009 Translation from the Italian original which remains the definitive version
INDEX
Composition of management and audit firm
Management report at 31 December 2009
Notes to the financial statements as of 31 December 2009
Balance sheet and Profit and Loss Account Statement of Comprehensive Income Statement of Changes in Shareholders’ Equity Statement of Financial Position
Notes to the financial statements Part A- Accounting policies Part B- Information on the Balance Sheet Part C- Information on the Profit and Loss Account Part D- Other information
2 Casaforte S.r.l. – Financial statements as of 31 December 2009 Translation from the Italian original which remains the definitive version
Composition of management and audit firm
Sole Director Audit Firm Marc Bruno Zanelli Reconta Ernst & Young S.p.a.
3 Casaforte S.r.l. – Financial statements as of 31 December 2009 Translation from the Italian original which remains the definitive version
MANAGEMENT REPORT AS OF 31 DECEMBER 2009
1. The company in 2009
As provided for by its by-laws and pursuant to Law no 130/99, the Company has as its sole purpose the consummation of one or more credit-securitisation transactions, by buying existing and future accounts receivable and financing such purchases through securities issues, as provided by article 1.1(b) of Law 130/99. With decree no 29 issued by the Ministry of Finance and Economics on 17 February 2009 some conditions were re-defined, which, if occurring, oblige financial intermediaries to register with the Special List set up pursuant to art 107 of the Consolidated Text of Banking Laws. On the basis of such new ruling, credit securitisation companies pursuant to art 3 of Law 130/1999 no longer need to get registered with that list. Following the publication of the Oversight Dispositions on the Italian Official Gazette on 20 October 2009, credit securitisation companies, and therefore also the company Casaforte S.r.l., were cancelled from the Special List pursuant to art 107 of the Consolidated Text of Banking Laws. At closing of the fiscal year 2009, the company is therefore no longer registered with the Special List, notwithstanding it continues to apply international accounting principles. In conformity with the provisions of Law Decree 38/2005, the financial statements as of 31 December 2009 were prepared in accordance with the IAS/IFRS accounting standards issued by the International Accounting Standards Board (IASB) and the relevant interpretations issued by the International Financial Reporting Interpretations Committee (IFRIC), validated by the European Commission, as established by the EC Regulation no 1606 dated 19 July 2002, and in compliance with the Instructions for preparing the financial statements of financial intermediaries registered on the Special List, of electronic money institutions, of savings-management companies and of securities brokerages, issued on 16 December 2009 by the Bank of Italy (this is the sole regulation issued by the Bank of Italy which contains precise instructions for parties applying the afore mentioned accounting principles to the preparation of their financial statements) in the light of the application of the international accounting standards IAS/IFRS. These financial statements comprise the Balance Sheet, the Profit and Loss Account, the Statement of Comprehensive Income, the Statement of Changes in Net Equity, the Statement of Financial Position at 31 December 2009 and the Notes to the Financial Statements.
4 Casaforte S.r.l. – Financial statements as of 31 December 2009 Translation from the Italian original which remains the definitive version
The Company is registered in the general list of financial intermediaries pursuant to art 106 of Law Decree no 385 dated 1 September 1993 and subjected to the oversight by the Bank of Italy.
Pursuant to Law 130/99, on 30 November 2001 the Company set up a securitisation transaction, by buying accounts receivable without recourse from Banca Antonveneta Spa (replaced by Banca Monte dei Paschi di Siena S.p.A. following the merger by incorporation, hereinafter the “Originator”) according to which subsequently three classes of securities were issued. On 20 April 2009 the securitisation transaction was closed with the repayment of Class A, B, C notes, for a total amount of Euro 228.856.100, by using the cash deriving from the sales price of the credits transferred on 16 April 2009 to the Originator Banca Monte dei Paschi di Siena S.p.a., determined in such a manner as to extinguish all liabilities pertaining to the separate portfolio. The financial statements as of 31 December 2009 evidence a positive result, net of taxes, of Euro 2.474.
2. Course of the market of reference in 2009 After the international financial crisis in 2007 which continued during the whole year 2008, the financial market in 2009 was characterised by exceptionally low interest rates on State securities and rather high rates, if compared with preceding years, on corporate securities. This situation was the logic consequence of a climate of aversion to risk characterising the year 2008, which due to the bank and economic crisis led the investors to seek comfort in more secure State securities rather than in investments in corporate securities. Anyway on the annual level the trend of the security markets was characterised by significant increases, also following the measures of support to the financial system and to economy introduced by Governments and by Central Banks, which led to a progressive improvement of the economic situation and a climate of more confidence.
3. Significant events in 2009
On 17 February 2009 the Board of Directors took note that on 12 February 2009 the Board of Directors of Banca Monte Paschi di Siena S.p.A. (in its capacity as Originator) resolved to exercise the Option relating to the re-purchase of the portfolio at the Step-Up Date (20 April 2009) provided for in the Regulation of the Senior Notes (Senior Condition 7(d)), in the Regulation of the Junior Notes (Class C Condition 7(d)) and in the “Intercreditor Agreement” relating to the securitisation. 5 Casaforte S.r.l. – Financial statements as of 31 December 2009 Translation from the Italian original which remains the definitive version
Due to the Originator’s exercising the re-purchase option, the securitisation transaction was closed on 20 April 2009. Effective such date the expenditures for the maintenance of the corporate structure are at the charge of the vehicle.
As provided for, the effects of such transaction involved for BMPS the payment of all liabilities recorded by the Vehicle at the reference date (as per Offering Circular, the aggregate amount of the Notes issued and other liabilities such as for example interest expense on Notes issued).
The difference between the value of the Residual debt of the mortgage loans at 20 April 2009 and the value of the Notes issued (considering expenditures, interest expense and the residual excess spread amount) has thus generated an extraordinary revenue for the SPV in the amount of Euro 86 thousand, arising from the residual gross interest income accrued on the bank accounts opened for the securitisation transactions, and credits towards tax authorities transferrable to the SPV.
Effective the same date the expenditures for maintaining the corporate structure are at the charge of the Vehicle, since no separate portfolio exists to which they can be charged.
The residual cash on the bank accounts opened for the securitisation transaction, which were contemporaneously closed, was credited to the company’s bank account held with Banca Antonveneta S.p.A..
On 14 September 2009, with transfer authenticated by Banca Antonveneta S.p.a., Mr Antonio Cortellazzo and Banca Monte dei Paschi di Siena S.p.A., with registered offices in Siena, Piazza Salimbeni 3, transferred to the company Stichting Perimetro, with registered offices in Amsterdam, 24 Claude Debussylaan, respectively 2 shares, aggregate nominal value € 2.000,00 and 98 shares, nominal value € 98.000,00. After such transfer the share capital, equal to € 100.000,00 is fully held by the company Stichting Perimetro.
It should also be noted that during the shareholders’ meeting of 17 September 2009 the company decided:
- to transform the juridical form of the company from “Società per Azioni” (public limited company under Italian law) to “Società a responsabilità limitata” (private limited company under Italian law) with the denomination “Casaforte S.r.l.”; - to transfer the registered offices from Padua (PD), Via Porciglia 14 to Roma (RM), Via Eleonora Duse 53;
6 Casaforte S.r.l. – Financial statements as of 31 December 2009 Translation from the Italian original which remains the definitive version
- to accept the dismissal of the Board of Directors effective the date of the registration of the deed with the Companies’ register on 21 September 2009 and the appointment up to revocation of Mr Zanelli Marc Bruno as Sole Director;
- to accept the dismissal of the Board of Statutory Auditors effective the date of registration of the deed with the Companies’ register on 21 September 2009, without reforming it since pursuant to art 2477, Italian Civil Code, this is no longer compulsory.
- to approve all articles of the next text of the by-laws.
4. Economicfinancial highlights
December 2009 December 2008 Tangible and intangible assets - - Current assets, net 101.797 98.019 Net invested capital 101.797 98.019 Net equity 101.797 98.019 Funds - - Net financial positions - - Total as coverage of net invested capital 101.797 98.019
01.01.2009 01.01.2008 31.12.2009 31.12.2008 Interest margin 7.831 2.798 Commission income - - Commission expense (330) (8) Net result of financial activities at fair value - - Intermediation margin 7.501 2.790 Value adjustments on accounts receivable - - Operating costs (104.927) (115.563) Operating proceeds 103.894 115.563 Result of operations 6.468 2.790 Taxes (2.691) (485) Net result 3.777 2.305
5. Significant post-closing events No events worthy to be mentioned occurred after 31 December 2009.
7 Casaforte S.r.l. – Financial statements as of 31 December 2009 Translation from the Italian original which remains the definitive version
6. Outlook As far as the separate portfolio is concerned, at the balance sheet date the Company has not finalised any other securitisation transaction. Currently negotiation and valuation activities relating to a possible credit securitisation transaction are in progress.
7. Going concern The financial statements closed at 31 December 2009 were drawn up on the going concern basis, inasmuch as at present the company knows of no significant uncertainties due to events or conditions that might raise doubts about its capacity to continue to operate as going concern. The Company risks the impoverishment of the share capital if during the current year no adequate revenue resource for maintaining the structure expenses is found, in lack of a separate portfolio to which such costs can be recharged; during the course of the next fiscal year the company should be involved in a new securitisation transaction, thus establishing the condition for the company to remain a going concern for a future period of at least 12 months from the balance sheet date. In lack of new securitisation transactions, the financial support necessary to carry on the business activity will be guaranteed by Banca Monte dei Paschi di Siena S.p.A., as established by an agreement stipulated between the parties named “Letter of undertaking in connection with the unwinding of the securitisation transaction carried out in April 2002 by Giotto Finance S.p.A. – (now Casaforte S.r.l.)” dated 20 April 2009.
8. Other information
A. Research and development activities Because of the type o business in which it engages, the company conducted no such activities.
B. Relations with subsidiaries, associated parties, parent companies and companies subject to the control of the latter The company has no subsidiaries and/or associated companies and is not subject to the direction and coordination by another company or body, pursuant to what established by art 2497-sexies and 2497-septies, Italian Civil Code. The Company is fully held by Stichting Perimetro, foundation under Dutch laws.
C. Treasury shares and/or parent company shares 8 Casaforte S.r.l. – Financial statements as of 31 December 2009 Translation from the Italian original which remains the definitive version
The company owns no treasury shares or parent company shares, either directly or indirectly and did not negotiate any such shares in 2009.
D. Risk management
The following information refers to the Company’s operations. As regards the separate portfolio, relevant information is given in Section 3, Part F.
Liquidity risk
Because the financial commitments involved in its ordinary operations are very small, the company believes it has sufficient funds to meet them.
Interest rate risk
The company has no financial assets or liabilities that would expose it to significant interest rate risks.
Exchange risk
The company operates only at the domestic level, hence it is not exposed to exchange risk.
Price risk
The company is not exposed to any significant price risk. Credit risk
The Company is not exposed to credit risk-.
E. Secondary offices The company has no secondary or other offices. F. Direction and coordination The Company was subjected to direction and coordination by Banca Monte Paschi di Siena S.p.a. until 14 September 2009, date of transferral of 98 shares to Stichting Perimetro. Pursuant to art 2497 bis, Italian Civil Code, at 31 December 2009 the company is not subject to direction and coordination by the sole shareholder. G. Other information The Company follows the prevailing orientation based on the Bank of Italy’s order no. 14890 dated 29 March 2000, confirmed by the Revenue Agency’s Circular 8/E dated 6 February 2003, regarding the tax treatment of separate asset portfolios held by credit-securitisation companies, 9 Casaforte S.r.l. – Financial statements as of 31 December 2009 Translation from the Italian original which remains the definitive version
whereby earnings from the management of securitised assets during the course of the transactions in question are not available to the company, hence the spread, if any, does not constitute taxable income. This assumption is in line with the instructions issued by the Bank of Italy in the aforesaid order of 29 March 2000, whereby the profit and loss account of securitisation companies is not influenced by cash inflows and outflows related to the credits for principal and interest related to the securitised portfolio, nor by the expenses incurred by the Company to manage each transaction. Anyway, any earnings remaining after all the creditors of the separate portfolio have been satisfied will be taxable because they will be legally available to the Company and will therefore constitute taxable income at the term of each securitisation transaction. Only in such moment, in the case under examination, the an and the determinability of quantum provided by art 75 of the Consolidated Text of Banking Laws become certain, so that a certain component will become part of the taxable income. Consequently, it should be noted that the residual result of the credit portfolio, once satisfied all creditors of the separate portfolio pertaining to the company at 20 April 2009 (date in which the securitisation transaction was closed) is to be considered subject to taxation since falling under the juridical availabilities of the company, becoming part of its taxable income. Similarly, the credits relating to withholding taxes on the SPV’s banks accounts, stated under assets of the segregate portfolio at 20 April 2009 in the amount of Euro 1.795, on the basis of what stated in the preceding paragraph and in conformity with the Revenue Agency’s Resolution no 22/E dated 5 December 2003 can be used for the purpose of deduction in the tax period to which these financial statements refer.
Roma, 31 March 2010 Casaforte s.r.l
The Sole Director Marc Bruno Zanelli
10 Casaforte S.r.l. – Financial statements as of 31 December 2009 Translation from the Italian original which remains the definitive version
BALANCE SHEET
Assets 31 Dec. 2009 31 Dec. 2008
60 Accounts receivable 183.006 49.337 a) due from banks 183.006 49.337
120 Tax assets 3.990 1.106 a) current 3.990 1.106
140 Other 1.746 98.017
Total assets 188.742 148.460
Liabilities and Shareholders’ Equity
70 Tax liabilities 4.409 2.880 (a) current 4.409 2.880
90 Other liabilities 82.536 47.561
120 Share capital 100.000 100.000
160 Reserves (1.980) (4.285) Legal reserve 197 82 of which from “FTA” (5.521) (5.521) Income (loss) carried forward 3.344 1.154
180 Income (loss) of the year 3.777 2.305
Total liabilities and Shareholders’ Equity 188.742 148.460
11 Casaforte S.r.l. – Financial statements as of 31 December 2009 Translation from the Italian original which remains the definitive version
PROFIT AND LOSS ACCOUNT
31 Dec. 2009 31 Dec. 2008
10 Interest income and similar proceeds 7.831 2.798
Interest margin 7.831 2.798
40 Commission expense (330) (8)
Net commissions (330) (8)
Intermediation margin 7.501 2.790
110 Administrative expenses (101.131) (114.979)
(a) Cost of personnel (18.876) (27.999) (b) Other administrative expenses (82.255) (86.980)
160 Other operating revenues and charges 100.098 114.979
Result of operations 6.468 2.790
Profit (loss) of current operations before taxes 6.468 2.790
190 Current income taxes (2.691) (485)
Profit (loss) of the year 3.777 2.305
12 Casaforte S.r.l. – Financial statements as of 31 December 2009 Translation from the Italian original which remains the definitive version
The revised version of IAS 1 regarding the presentation of financial statements, approved by the European Union in Reg. no 1274 dated 17 December 2008, the application of which is mandatory effective fiscal year 2009, has introduced the so-called “Statement of Comprehensive Income” (overall profitability), a form furnishing specific information in the financial statement schedules and/or notes to the financial statements. The form summarises the data contained in the profit and loss account with the costs and revenues recognised directly in equity. The company has no items recognised directly in equity.
13 Casaforte S.r.l. – Financial statements as of 31 December 2009 Translation from the Italian original which remains the definitive version
14 Casaforte S.r.l. – Financial statements as of 31 December 2009 Translation from the Italian original which remains the definitive version
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NOTES TO THE FINANCIAL STATEMENTS
PART A –ACCOUNTING POLICIES A.1 GENERAL Section 1 – Statement of conformity with the International accounting standards The financial statements at 31 December 2009 were prepared in accordance with the International Financial Reporting Standards (“IFRS”) and the relevant interpretations issued by the International Accounting Standards Board (“IASB”), which were enacted in Italy by Legislative Decree 38 dated 28 February 2005, following the issuance of EU Regulation 1606/2002, and in compliance with the oversight instructions contained in the Bank of Italy’s order of 16 December 2009 (instructions for preparing the financial statements of financial intermediaries registered on the Special List, of electronic money institutions, of savings-management companies and of securities brokerages). Hereinafter there is a list of the international accounting principles IAS/IFRS and the relative interpretations SIC/IFRIC, the application of which to the 2009 financial statements is compulsory. The international accounting principles and the relevant interpretations validated before the month of October 2008 were summarised by the European Commission in a sole text, namely EC Ruling 1126/2008. The list also evidences the amendments, the application of which is compulsory effective 2009. In particular, the column “Improvements to international accounting principles” evidences the main amendments introduced by IASB in the context of the project, finalised at producing improvements to the different principles through interventions which anyway have no impact on the totality of the system of the principles.
List of IAS/IFRS principles the application of which is compulsory to the 2009 financial statements Amendments the application of which is compulsory effective 2009 Improvements to Accounting principles international accounting Other amendments principles (R.C. 70/09) Full revision R.C. IAS 1 Presentation of the financial statements S 1274/08 amendment R.C. 53/09
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IAS 2 Stocks IAS 7 Statement of financial position Accounting principles, changes in book estimates, and IAS 8 errors IAS 10 Post-closing events IAS 11 Long-term work orders IAS 12 Income taxes Information on the sector (replaced by IFRS 8 effective IAS 14 1 January 2009) IAS 16 Property, plant and machinery S IAS 17 Leasing IAS 18 Revenues IAS 19 Benefits for employees S Booking of public contributions and information on IAS 20 S public assistance IAS 21 Effect of changes in foreign currency exchange rates Full revision R.C. IAS 23 Financial charges S 1260/08 Financial statement information on transactions with IAS 24 correlated parties IAS 26 Representation of pension funds in financial statements IAS 27 Consolidated and separate financial statements Amendment R.C. 69/09 IAS 28 Shareholdings in associated companies S IAS 29 Accounting representation in hyper inflated economies S IAS 31 Shareholdings in joint ventures S IAS 32 Financial instruments: exposure in financial statements Amendment R.C. 53/09 IAS 33 Profit per share IAS 34 Interim financial statements IAS 36 Durable reduction of asset value S Amendment R.C. 69/09 IAS 37 Provisions, potential assets and liabilities IAS 38 Intangible assets S IAS 39 Financial instruments: exposure and valuation S IAS 40 Realty investments S IAS 41 Agriculture First adoption of International Financial Reporting IFRS 1 Amendment R.C. 69/09 Standards Amendment IFRS 2 Payments based on shares R.C. 1261/08 IFRS 3 Company aggregations IFRS 4 Insurance contracts Non current assets held for sale and terminated IFRS 5 operating activities 18 Casaforte S.r.l. – Financial statements as of 31 December 2009 Translation from the Italian original which remains the definitive version
IFRS 6 Exploitation and valuation of mineral resources Amendments R.C. 824/09 IFRS 7 Financial instruments: integrative information and 1165/09 Operating sectors (replaces IAS 14) applicable effective Whole principle came IFRS 8 into force 2009 R.C. 1358/07
Section 2 – General principles The financial statements were prepared with the intent of presenting a true and fair view of the company’s equity and financial position, its cash flow and its economic result for the year. They were prepared on the going-concern basis (IAS 1, para. 23), according to the accrual method (IAS 1 paras. 25 and 26) and in conformity with the principle of consistency in presenting and classifying the items (IAS 1, para. 27). Assets and liabilities, revenues and costs were not offset unless required or allowed by a principle or an interpretation (IAS 1, para. 32). The financial statements comprise the compulsory accounting statements provided for by IAS 1, in particular the Balance Sheet, the Profit and Loss Account, the Statement of Comprehensive Income Financial Intermediaries, the Statement of Changes in Shareholders’ Equity, the Statement of Financial Position and these Notes to the Financial Statements. For each item of the Balance Sheet and the Profit and Loss Account the comparative prior year’s figure is stated. The financial statements use the euro as the functional currency; if not specified otherwise, the figures are stated in whole euros. These financial statements are accompanied by the Management Report. These financial statements are subjected to voluntary audit by Reconta Ernst & Young S.p.A.
Section 3 – Post-closing events
No event worthy of note has occurred since 31 December 2009.
A.2 MAIN HEADINGS IN THE FINANCIAL STATEMENTS This section describes the accounting principles followed in preparing the financial statements at 31 December 2009, with reference solely to the assets, liabilities, costs and revenues listed in the schedules. Booking criteria, classification criteria, valuation criteria and cancellation criteria are explained for each heading.
19 Casaforte S.r.l. – Financial statements as of 31 December 2009 Translation from the Italian original which remains the definitive version
ACCOUNTS RECEIVABLE Booking criteria Receivables are booked at their issuance date; that is, the date when the Company becomes a party to the contract clauses and in consequence is legally entitled to receive the relevant sum. They are initially posted at their fair value corresponding to the amount disbursed or the price paid, since there is no assumption of impairment. Classification criteria Accounts receivable include credits with banks for the amounts available in the Company’s accounts and receivables classified as “Other assets”. Valuation criteria After their initial booking, credits with banks are valued at their original value. As regards other receivables, the existence of objective evidence of impairment is verified at each closing date. Cancellation criteria Receivables are cancelled if and when they are sold and essentially all risks and benefits related thereto are transferred, or when the contractual rights expire, or if the receivable is judged to be definitively unrecoverable.
ACCOUNTS PAYABLE Booking criteria Payables are booked when the Company becomes party to the contract clauses and in consequence is legally obligated to pay the relevant sum. They are initially posted at their fair value, which normally corresponds to the amount to be paid. Classification criteria This heading includes sums payable for taxes and to suppliers. Valuation criteria
20 Casaforte S.r.l. – Financial statements as of 31 December 2009 Translation from the Italian original which remains the definitive version
As accounts payable are short-term liabilities for which the time factor is negligible, they are booked at their original value. Cancellation criteria Accounts payable are cancelled when the liabilities have been paid or have expired.
CURRENT AND DEFERRED TAX ASSETS AND LIABILITIES Booking criteria Tax items are booked at the moment when the different types of withholdings are ascertainable. Classification criteria This heading lists current and deferred tax assets and liabilities. Valuation criteria Current and deferred tax assets and liabilities are stated without any offsetting. Current tax assets are booked at the nominal value of the credits for tax prepayments. Current tax liabilities are booked at the face value of the withholdings effected, whereas taxes for the period are determined on the basis of a realistic estimate of the tax charges due under current legislation. Deferred tax liabilities are calculated independently of the present or expected tax loss situation. The booking of deferred tax assets is subject to the reasonable expectation of their recoverability. Cancellation criteria Prepaid and deferred taxes are stated in order to reflect the future benefits and/or charges arising upon temporary differences between the book values of assets and liabilities posted in the balance sheet and the corresponding values considered for current tax purposes, and upon tax loss carry- forwards. In accordance with the principle of prudence, credits for prepaid taxes are posted in the balance sheet if it is reasonably certain that in the years when the deductible temporary differences that led to the booking of prepaid taxes are reversed, the Company’s taxable income will not be smaller than the amount of the differences to be cancelled. Conversely, liabilities for deferred taxes are not booked if they are unlikely to materialise.
21 Casaforte S.r.l. – Financial statements as of 31 December 2009 Translation from the Italian original which remains the definitive version
Deferred and prepaid taxes are determined on the basis of the income tax rates that are expected to be in force during the years when the timing differences will be cancelled out. The effect of changes in tax rates is accounted for in the year when the relevant legal measures are approved. Current tax items (assets and liabilities) are cancelled when, at the legal deadlines, the Company remits the different types of taxes it has charged in its capacity as withholding agent. Deferred taxes are cancelled if and when they are expected to be unrecoverable.
COSTS AND REVENUES Costs are booked in the profit and loss account at the moment when a decrease in future economic benefits entails a reliably determined decrease in assets or increase in liabilities. They are booked according to the criterion of direct association with specific revenue items (correlation costs and revenues). Revenues are booked in the profit and loss account at the moment when an increase in future economic benefits entails a reliably determinable increase in assets or decrease in liabilities. This means that when a revenue is booked, an increase in assets or a decrease in liabilities is booked at the same time. The main revenue item in the company’s financial statements regards the backcharge of costs relating to the securitisation transaction stated before.
PART B – INFORMATION ON THE BALANCE SHEET
ASSETS
Section 6 – Accounts receivable – Item 60 6.1 “Due from banks”
Composition 31.12.2009 31.12.2008 Changes
1. Deposits and current accounts 183.006 49.337 133.669
2. Repurchase agreements - - -
3. Financings - - -
3.1 Finance leases - - -
3.2 Factoring - - -
- with recourse - - -
22 Casaforte S.r.l. – Financial statements as of 31 December 2009 Translation from the Italian original which remains the definitive version
- without recourse - - -
3.3 Other financing - - -
4. Debt securities - - -
5. Other assets - - -
6. Uncancelled sold assets - - -
6.1 stated in full - - -
6.2 stated partially - - -
7. Deteriorated assets - - -
7.1 from financial lease - - -
7.2 from factoring - - -
7.3 other financings - - -
Total book value 183.006 49.337 133.669 TOTAL FAIR VALUE 183.006 49.337 133.669
The fair value of receivables is equal to their balance sheet value, in consideration of the fact that
these comprise exclusively short-term accounts receivable.
Section 12 – Tax assets and liabilities
12.1 “Current and prepaid tax assets”
Tax assets comprise the item stated in the following table. Composition 31.12.2009 31.12.2008 Changes Ires (State income tax) credit from “Unico” tax return 637 35 28 Irap (regional income tax) credit from “Unico” tax return 10 0 10 Irap prepayment 256 0 256 Credit for withholding tax on bank interest income 3.087 755 2.332 Total book value 3.990 1.106 2.884 12.2 Composition of item 70 “Current and deferred tax liabilities”
The particulars of tax liabilities are evidenced in the following table Composition 31.12.2009 31.12.2008 Changes Due for current income tax – IRES (State income tax) 2.691 0 2.691 Due for current income tax – IRAP (regional income tax) 0 256 (256) Due for withholding tax 1.718 2.624 (906) Total tax liabilities 4.409 2.880 1.529
23 Casaforte S.r.l. – Financial statements as of 31 December 2009 Translation from the Italian original which remains the definitive version
Section 14 – Other assets – Item 140
14.1 Composition of item 140 “Other assets” Other assets comprise the items, due at sight, detailed in the following table. Composition 31.12.2009 31.12.2008 Changes Due from securitisation transaction 0 98.017 (98.017) Due from service providers for advances 1.718 0 1.718 Prepayments 28 2 28 Total other assets 1.746 98.017 (96.271)
LIABILITIES
Section 9 – Other liabilities – Item 90
9.1 Composition of item 90 “Other liabilities”
The particulars of this item are evidenced in the following table: Composition 31.12.2009 31.12.2008 Changes Due to suppliers for invoices to be received 30.122 0 30.122 Due to suppliers for invoices received 51.702 39.871 11.831 Due to the Directors 712 0 712 Fees due to the Board of Statutory Auditors 0 7426 (7.426) Due to social security institutions 0 264 (264)
Total book value 82.536 47.561 34.975 Due to suppliers for invoices received and due to Directors evidence the payables accrued during the year for services received. Payables for invoices to be received relate to accruals made at 31 December 2009 for costs pertaining to the fiscal year, for which at the closing date of the financial statements the invoices had not been received yet.
Section 12 – Equity
The shareholders’ equity exclusively comprises the share capital.
12.1 Composition of item 120 “Capital” Type Amount 1. Capital 100.000 1.1 Common shares
24 Casaforte S.r.l. – Financial statements as of 31 December 2009 Translation from the Italian original which remains the definitive version
1.2 Other shares 1.3 Quotas 100.000
At 31 December 2009 the share capital amounts to Euro 100.000, split up in 100 quotas with nominal value of Euro 1.000 and fully held by Stichting Perimetro, registered office in Amsterdam (the Netherlands) – 1082MD Claude Debussylaan 24, Italian tax identification code 97534280157. At 31 December 2009 the share capital was fully paid in.
12.5 Other information
The following table states the net equity items, in conformity with what provided for by art
2427/7b, Italian Civil Code. Retained Losses carried Legal Total earnings forward
A. Beginning balances 82 1.154 - 1.236 B. Increases - - - -
B. Allocation of income 115 2.190 - 2.305 B. Other changes - - - - C. Decreases - - - - C.1 Utilisations - loss coverage - - - - - distribution - - - - - transfer to capital - - - - D. Closing balances 197 3.344 - 3.541
Financial Hedging Special assets Tangible Intangible of revaluation Other Total available assets assets financial laws for sale flows
A. Beginning balances - - - - (5.521) (1) (5.522)
B. Increases ------B.1 Positive changes in fair value ------
B.2 Other changes - - - - - 1 -
C. Decreases ------C.1 Negative changes in fair value ------C.2 Other changes - - - - 25 Casaforte S.r.l. – Financial statements as of 31 December 2009 Translation from the Italian original which remains the definitive version
- - -
D. Closing balances - - - (5.521) - (5.521)
PART C – INFORMATION ON THE PROFIT AND LOSS ACCOUNT
Section 1 – Interest
1.1 Composition of item 10 “Interest income and similar revenues”
Items/forms Other 2009 2008
1. Financial assets held for negotiation - - -
2. Financial assets carried at fair value - - -
3. . Financial assets available for sale - - -
4. . Financial assets held until maturity - - - 5. Accounts receivable 5.1 Due from banks
- for financial leasing - - -
- for factoring - - -
- for guarantees and commitments - - -
for other accounts receivable 7.831 7.831 2.798 5.2 Due from other finance granters
- for financial leasing - - -
- for factoring - - -
- for guarantees and commitments - - -
for other accounts receivable - - - 5.3 Trade accounts receivable
- for financial leasing - - -
- for factoring - - -
- for guarantees and commitments - - -
for other accounts receivable - - -
6. Other assets - - -
7. Hedging derivatives - - - Total book value 7.831 7.831 2.798
26 Casaforte S.r.l. – Financial statements as of 31 December 2009 Translation from the Italian original which remains the definitive version
Interest income refers to gross interest income accrued as of 31 December 2009 on the bank
account no 3245362 held with Banca Antonveneta S.p.A., Padua Branch, Central Agency.
Section 2 – Commissions
2.4 Composition of item 40 “Commission expense”
Details/Sectors 31.12.2009 31.12.2008 1. Guarantees received - - 2. Distribution of third-party services - - 3. Collection and payment services - - 4. Bank commissions 330 8 Total 330 8 The item, equal to Euro 330, exclusively refers to bank commissions on the company’s bank account.
Section 9 – Administrative expenses – Item 110
9.1 Composition of item 110.a “ Cost of personnel” Items/Sectors 31.12.2009 31.12.2008 1. Employees - - 2. Other personnel in force - - 3. Directors and Statutory Auditors 18.876 27.999
4. Retirees - - Expenses recovered for employees assigned 5. to other companies - - Refund of expenses for employees assigned 6. to other companies - - Total 18.876 27.999
9.3 Composition of item 110.b “Other administrative expenses”
Other administrative expenses evidence a balance of Euro 87.616 and comprise:
Items/sectors 31.12.2009 31.12.2008 Professional fees 15.895 3.747 Audit fees 57.724 83.233 Data elaboration costs 2.183 0 Sundry administrative expenses 6.453 0
27 Casaforte S.r.l. – Financial statements as of 31 December 2009 Translation from the Italian original which remains the definitive version
Total 82.255 86.980
Section 14 – Other operating revenues and charges 14.1 Composition of item 160 “Other operating revenues and charges” Items/Sectors 31.12.2009 31.12.2008 Taxes (581) (584) Non-recurring ordinary charges (3.215) 0 Non-recurring ordinary revenues 2.985 0 Sundry revenues and proceeds 100.909 115.563 Total 100.098 114.980 The revenues in the amount of Euro 100.909 refer to the sums repaid by the separate portfolio and to the positive result at the closing of the securitisation transaction on 20 April 2009.
Section 17 – Income taxes on the current period – item 190
31.12.2009 31.12.2008 1. Current income taxes 2.691 485 2. Changes in prior year’s current taxes 3. Reduction of current income taxes of the period 4. Change in tax prepayments 5. Change in deferred taxes Total book value 2.691 485
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PART D – OTHER INFORMATION F – OTHER INFORMATION AND EXPLANATORY NOTES ON THE SEPARATE PORTFOLIO F.1 SUMMARY TABLE OF SECURITISED ASSETS AND NOTES ISSUED STATUS OF THE TRANSACTION AT 31 DECEMBER 2009 Amounts expressed in Euro 31.12.2009 31.12.2008
A. SECURITISED ASSETS A.1) Accounts receivable 0 204.405.528 0 204.405.528 B. Application of cash generated by credit management B.2) Capital securities 0 0 B.3) Other B.3 a) Cash in a/c BAPV Padua 0 2.542.353 B.3 b) Cash in a/c ABN AMRO London 0 22.670.457 B.3 c) Cash in a/c BNP PARIBAS Milano 0 70.358 B.3 d) Transitory loan instalments 0 5.871 B.3 e) Accrued income on securitised assets 0 748.455 0 26.037.494 C. Securities issued C.1) Class A – Senior notes 0 82.046.100 C.2) Class B – Senior notes 0 53.000.000 C.3) Class C – Junior notes 0 93.810.000 0 228.856.100
D. Financing received 0 0
E. Other liabilities E.1) Due to SPV 0 98.017 E.2) Accrued liabilities for interest on notes 0 1.892.802 E.3) Due for servicing commissions 0 48.618 E.4) Due for commissions and expenses payable 0 136.428 E.5) Accrued liabilities on IRS 0 4.250 E.6) Sum payable to BAPV 0 1.198.802 E.7) Other accrued liabilities 0 10.139 0 3.389.056
F. Interest expense on notes issued F.1) Interest expense on Class A – Senior notes 650.673 5.852.996 F.2) ) Interest expense on Class B – Senior notes 579.732 2.962.020 F.3) ) Interest expense on Class C – Junior notes 568.072 1.907.470 F.4) Variable Return on Class C – Junior notes 1.754.325 5.262.616 F.5) Balance of Interest Rate Swap 461.329 (769.674) 4.014.131 15.215.428 G. Commissions and fees charged to the transaction G.1) for servicing 45.042 223.520 G.2) for other services G.2 a) Repayment of expenses to SPV 15.348 115.563 G.2 b) Treasury management 0 25.000 G.2 c) Administrative expenses and listing of notes 4.250 18.000 G.2 d) Commissions on guarantees received 15.139 50.833 G.2 e) Rating Agency commissions 5.980 14.812 85.759 447.728 H. Other charges H.1) Bank charges 41 172 H.2) Amortisation of excess spread 9.648.577 3.911.944 H.3) Losses on receivables transferred to Servicer 5.617 740.787 H.4) Losses for credits on prior year’s late interest 0 3.718 H.5) Extraordinary charges 0 16.956 9.654.235 4.673.577 I. Interest generated by securitised assets I.1) Interest of the period for loans purchased 3.313.925 15.164.841 3.313.925 15.164.841 L. Other revenues L.1) Penalties on early extinctions of loans 19.362 116.959 L.2) Interest income, net of withholding tax, on bank deposits 67.692 567.007 L.3) Gains 1.757.311 0 L.4) Extraordinary revenues 10.483.529 43.153 12.327.895 727.119 29 Casaforte S.r.l. – Financial statements as of 31 December 2009 Translation from the Italian original which remains the definitive version
The structure and form of the summary table are in line with those prescribed by the Bank of Italy’s instructions of 16 December 2009, which acknowledged, with respect to the separate portfolio, the general principles already indicated by the surveillance body in the proceedings dated 29 March 2000 – “Financial statements of credit securitisation companies”. The valuation criteria used for the most significant items are described below.
Securitised assets – Securitised credits At 31 December 2009 the balance is equal to 0, since the securitisation was closed in the fiscal year and transferred to Banca Monte dei Paschi di Siena S.p.A., as already stated before. Uses of cash – Accounts receivable from banks The receivables from bank comprise interest accrued. At 31 December 2009 the balance is equal to 0, since the securitisation was closed in the fiscal year. Notes issued At 31 December 2009 the balance is equal to 0, since the securitisation was closed in the fiscal year and fully repaid, as already mentioned. Other liabilities At 31 December 2009 the balance is equal to 0, since the securitisation was closed in the fiscal year.
Interest, commissions, revenues and charges Such positive and negative items are accounted for on the accrual basis. The charges of the transaction comprise the losses relating to the lower collections following the re-purchase by the Servicer of impaired loans, as provided for by the servicing agreement.
Other aspects No provision for taxes was made, considering that the securitisation transactions is neutral from a tax point of view, also in the light of the clarifications furnished by the competent Italian tax authorities. Tax withholdings were deducted from the interest income accrued on the company’s bank accounts in the preceding years; due to the fact that the securitisation transaction was closed, the interest accrued and settled during fiscal 2009 was transferred to the SPV and claimed by the latter towards the competent tax authorities.
30 Casaforte S.r.l. – Financial statements as of 31 December 2009 Translation from the Italian original which remains the definitive version
The amortisation quote of the excess spread – ie the higher value attributed to the credits sold represented by updating the value of the differential between the average rate of yield of the portfolio and the aggregate cost of the collections, calculated on the basis of the collection rate – was determined by applying the same proportion resulting from the comparison between the initial principal and the residual principal. The full realisation of credits existing at 31 December 2008 caused the recording of the excess spread existing at such date in the profit and loss account.
QUALITATIVE INFORMATION F.2 Description of the transaction and its progress Unless specified differently, the values in this section are in thousands of Euro. “Giotto Finance Società di Cartolarizzazione S.p.A.” (Giotto Finance S.p.A.), now CASAFORTE S.r.l., company incorporated pursuant to art 3 of the securitisation law no 130/99, presently with registered offices in Rome, Via Eleonora Duse n. 53 (formerly in Padua, Via Porciglia n. 14) has purchased without recourse from Banca Antoniana Popolare Veneta S.c.a r.l. – then transformed in S.p.A. and subsequently in Banca Antonveneta S.p.A. with registered offices in Padua, credits comprising principal, interest, expenses and any other ancillary item, arising from the performing mortgage loans which at the date of 30 November 2001 were held by Banca Antonveneta and which at the same date evidence the following criteria: - loans guaranteed by first degree mortgage or following degree mortgage at the condition that the credit guaranteed by the preceding mortgage degree was fully paid back at the date of 30 November 2001; - loans granted to subjects residing in Italy; - loans guaranteed by mortgage on property located in Italy which, at the date of granting the loan, were assigned to housing; - loans granted to natural persons (individually or in co-holding); - loans without overdue and unpaid instalments with due-date of the last instalment comprised between 30 June 2002 and 31 December 2016; - loans with annual nominal interest rate at 30 November 2001 comprised between 4,25% and 9,49% (included); - loans on which interest started to accrue after 31 December 1991; - loans with monthly, quarterly or six-month payment dates; 31 Casaforte S.r.l. – Financial statements as of 31 December 2009 Translation from the Italian original which remains the definitive version
- loans with French amortisation schedule, ie with steady instalments, with increasing principal quota and decreasing interest quota; - loans with at least one instalment paid; with the exception of: - loans owned by Banca Agricola Etnea or Banca Nuova Kreditna or Banca Popolare di Faenza or Banca Regionale Calabrese at the respective dates of effectiveness of the merger of such credit institutes with Banca Antonveneta; - loans granted with facilitations to the employees of the banking group Banca Antonveneta; - loans on which interest started to accrue after 13 September 2001; - loans granted to subjects to whom a letter dated 30 November 2001 was sent communicating that the department in charge of managing the relevant loan was assisted by the Services of the General Management of Banca Antonveneta. The receivables subject of the sale, selected on the basis of the afore mentioned criteria, therefore evidenced specific characteristics of homogeneity and common distinctive elements and as such represented a portfolio of monetary accounts receivable identifiable as a block, as provided for by the combined provisions of articles 1 and 4 of Law no 130 dated 30 April 1999, and by article 58 of Law Decree 385 dated 1 September 1993. Together with the credits all rights, guarantees – collateral and personal, privileges, pre-emption causes and in general any ancillary item thereto related were transferred.
Date of the transaction The transaction was finalised in two different moments: on 30 November 2001 the sales agreement of the credits was perfected, on 19 April 2002 the Securities were issued which financed the purchase of the credits and the purchase price was paid. On 20 April 2009, following the sale of the portfolio on 16 April 2009 due to the Originator’s exercise of the re-purchase option, the securitisation transaction Giotto Finance was closed with the extinction of the notes issued and of all liabilities pertaining to the separate portfolio. Seller Banca Antoniana Popolare Veneta, Società cooperativa per azioni a responsabilità limitata, with registered offices in Padua, Via Verdi 13/15 (now Banca Antonveneta S.p.Awith registered offices in Padua - Piazzetta Turati, 2), performing banking activity, listed in the Companies’
32 Casaforte S.r.l. – Financial statements as of 31 December 2009 Translation from the Italian original which remains the definitive version
Register of Padua at no 218469/1996, tax identification and VAT code 02691680280, hereinafter also stated “BAPV”. The receivables subject of the sale The credits subject to the transfer originally comprised 20.292 positions originated in Banca Antoniana Popolare Veneta, in Banca Nazionale dell’Agricoltura S.p.A. and in Banca Cattolica di Molfetta, as evidenced hereinafter.
Originator No of loans % Amount %
BAPV 15.209 75,0% 820.746 77,3% BNA 2.726 13,4% 133.347 12,6% B.C. MOLFETTA 2.357 11,6% 107.919 10,1%
Total 20.292 100,0% 1.062.012 100,0%
The following tables evidence the composition of the portfolio split up by amount range, geographic area and by the area of residence of the debtors.
Ranges of amount No of loans % amount % from to
0 100 18.584 91,6% 768.785 72,4% 100 200 1.390 6,8% 179.771 16,9% 200 300 192 0,9% 45.866 4,3% 300 400 55 0,3% 18.789 1,8% 400 500 22 0,1% 10.045 0,9% 500 600 16 0,1% 8.763 0,8% 600 700 9 0,1% 5.836 0,6% 700 800 9 0,1% 6.676 0,6% 800 900 3 0,0% 2.561 0,3% 900 1.000 4 0,0% 3.820 0,4% Over 1.000 8 0,0% 11.100 1,0%
Total 20.292 100,0% 1.062.012 100,0%
Geographic area No of loans % Amount %
NORTH 14.448 71,2% 741.759 69,9% CENTTRE 1.757 8,7% 111.821 10,5% SOUTH 4.087 20,1% 208.432 19,6%
Total 20.292 100,0% 1.062.012 100,0%
Region No of loans % Amount %
33 Casaforte S.r.l. – Financial statements as of 31 December 2009 Translation from the Italian original which remains the definitive version
VENETO 9.434 46,5% 488.570 46,0% PUGLIA 2.507 12,5% 116.458 11,0% FRIULI V.G. 2.127 10,5% 88.819 8,4% LOMBARDIA 1.266 6,2% 78.453 7,4% SICILIA 1.241 6,1% 72.853 6,9% LAZIO 909 4,5% 64.251 6,0% EMILIA ROMAGNA 1.015 5,0% 51.477 4,8% PIEMONTE 380 1,9% 21.093 2,0% MARCHE 396 2,0% 21.007 2,0% CALABRIA 292 1,4% 16.667 1,6% CAMPANIA 290 1,4% 15.369 1,4% LIGURIA 206 1,0% 11.616 1,1% TOSCANA 148 0,7% 9.504 0,9% BASILICATA 45 0,2% 2.333 0,2% TRENTINO A.A. 13 0,1% 1.271 0,1% ABRUZZO 7 0,0% 948 0,1% UMBRIA 4 0,0% 643 0,1% VALLE D'AOSTA 7 0,0% 460 0,0% SARDEGNA 2 0,0% 121 0,0% MOLISE 3 0,0% 99 0,0%
Total 20.292 100,0% 1.062.012 100,0% The sales price included the residual principal quota at 30 November 2001 (€ 1.062 million), the interest quota comprised in the instalment accruing (€ 4,4 million) and a higher value assigned to the credits sold (€ 52,7 million) referring to the updating of the differential between the average rate of yield of the portfolio and the total cost of the collection, calculated on the basis of the same collection rate. The total price paid amounted therefore to € 1.119,1 million, in addition to interest due on the deferral of payment (30 November 2001- 19 April 2002) for € 6,5 million.
Progress of the transaction Following the sale made on 16 April 2009 of the residual portfolio to the Originator, due to the exercise of the repurchase option, all positions existing at 31 December 2008 were fully collected), as provided for in the Ruling of the Senior Notes (Senior Condition 7(d)), in the Ruling of the Junior Notes (Class C Condition 7(d)) and in the “Intercreditor Agreement”.
31.12.2008 Quota principal becoming due 193.463 Quota principal overdue 1.010 Quota interest on overdue instalments 284 Credits for late interest - Quota excess spread to be amortised 9.649
Total 204.406 34 Casaforte S.r.l. – Financial statements as of 31 December 2009 Translation from the Italian original which remains the definitive version
The loans repurchased by Banca Monte dei Paschi di Siena S.p.A. replacing Banca Antonveneta S.p.A. on the basis of specific contractual options, since classifiable among “impaired loans”, amounted to no 1 for a total amount (in principal and interest) of € 28 thousand, for a sale price of € 22 thousand which generated a loss of € 5 thousand. Since the beginning of the transaction the credits repurchased by the Originator were 573, for a total amount (in principal and interest) of € 35,2 million generating a loss of € 7,0 million. During the year 2009 a position was withdrawn by the Originator which evidenced characteristics not in conformity with the criteria defined in the Sales contract stipulated on 30 November 2001, for a total amount (in principal and interest) of approximately € 46 thousand. The revenue from the withdrawal, calculated according to the contractual provisions, has generated a gain beneath thousand euro, stated under extraordinary revenues. During the period loans have been extinguished for an amount of € 4,9 million in principal. The following table evidences the amounts collected:
From beginning 2009 2008 2007 of transaction Collections in principal 194.446 75.343 89.306 1.028.807 Collections in interest 4.345 15.438 18.783 213.367 Collections from sale of past-due 23 2.963 2.166 28.133 credits Total 198.814 93.744 110.255 1.270.307
Since on 20 April 2009 the whole portfolio was transferred, the following table states the status at 31 December 2008.
31.12.2008 On Principal 1.009 On interest 284
Number of instalments 1.293
The following table evidences the historical trigger events contractually provided for.
SOGLIA 31.12.2009 31.12.2008 Annualised Defaults Level (*) 1,500% 0,535% 1,466% Cumulative Defaults Level (**) 8,000% 3,151% 3,127% Delinquency Level (***) 8,000% 2,744% 2,842%
(*) Index expressed as annual percentage of relation between the total in principal of default loans in the Collection Period and the residual amount in principal of loans at the beginning of the Collection Period. 35 Casaforte S.r.l. – Financial statements as of 31 December 2009 Translation from the Italian original which remains the definitive version
(**) Index expressed as annual percentage of relation between the total in principal of default loans at the expiry of the Collection Period and the total in principal of securitised loans at the beginning. (***) Index expressed as annual percentage of relation between the total in principal of all loans evidencing delays of not less than 30 days in instalment payments at the expiry of the Collection Period and the principal of the residual loan amount at such date.
In July 2005 Fitch Ratings Limited confirmed the rating of Class A notes and increased the rating of Class B notes from A to A+. Subsequently, on 8 September 2006 it confirmed again the rating of Class A notes and further increased the rating of Class B notes from A+ to AA. Finally, on 21 December 2007, it again confirmed the rating of Class A notes and once more increased the rating of Class B notes from AA to AAA. At the closing date of the transaction the nominal value of the outstanding and paid notes amounted to:
Initial rating Current rating Residual nom. value Class Initial nominal value Residual nominal value (Fitch / Moody’s) (Fitch / Moody’s) / initial nom. value A – Senior AAA /Aaa AAA / Aaa 982.000 61.778 6,29% B – Senior A / Aa2 AAA / Aa2 53.000 53.000 100,00% C – Junior (*) un-rated un-rated 93.810 93.810 100,00% 1.128.810 208.588 18,47%
(*) Fully held by Banca Monte dei Paschi di Siena S.p.A.
The following table evidences the amount and the origin of the sums available to the SPV to be used for the repayment of the notes:
Principal Additional Collections Repayment Repayment Repayment Collection Date Deficiency Redemption Total Payment Date in principal of Class A of Class B of Class C Ledger (*) Amount (**)
30 June 2002 88.927 1.042 24.036 114.005 30 September 2002 32.303 343 5.982 38.628 31 December 2002 38.799 582 5.709 45.090 31 March 2003 32.291 2.113 5.798 40.202 30 June 2003 40.150 2.819 5.255 48.224 30 September 2003 36.094 3.057 4.884 44.035 20 October 2003 330.178 - - 31 December 2003 36.450 2.636 1.027 40.113 20 January 2004 40.105 - - 31 March 2004 34.935 1.143 - 36.078 20 April 2004 36.089 - - 30 June 2004 36.037 506 - 36.543 20 July 2004 36.540 - - 30 September 2004 29.612 1.027 - 30.639 20 October 2004 30.638 - - 31 December 2004 33.818 1.979 - 35.797 20 January 2005 35.804 - - 31 March 2005 28.526 1.735 - 30.261 20 April 2005 30.255 - - 30 June 2005 33.682 891 - 34.573 20 July 2005 34.576 - - 30 September 2005 27.399 1.107 - 28.506 20 October 2005 28.508 - -
36 Casaforte S.r.l. – Financial statements as of 31 December 2009 Translation from the Italian original which remains the definitive version
31 December 2005 34.761 1.680 - 36.441 20 January 2006 36.442 - - 31 March 2006 25.926 1.743 - 27.669 20 April 2006 27.663 - - 30 June 2006 28.702 1.211 - 29.913 20 July 2006 29.911 - - 30 September 2006 24.288 565 - 24.853 20 October 2006 24.855 - - 31 December 2006 26.983 958 - 27.941 22 January 2007 27.938 - - 31 March 2007 22.193 549 - 22.742 20 April 2007 22.743 - - 30 June 2007 22.972 710 - 23.682 20 July 2007 23.686 - - 30 September 2007 21.290 605 - 21.895 22 October 2007 21.899 - - 31 December 2007 22.851 700 - 23.551 21 January 2008 23.548 - - 31 March 2008 19.985 998 - 20.986 21 April 2008 20.985 - - 30 June 2008 18.933 885 - 19.818 21 July 2008 19.817 30 September 2008 16.938 835 - 17.774 20 October 2008 17.774 31 December 2008 19.487 787 - 20.274 20 January 2009 20.268 31 March 2009 18.700 260 189.621 208.588 20 April 2009 61.778 53.000 93.810 Total 853.032 33.466 242.312 1.128.821 Total 982.000 53.000 93.810
(*) The structure of the transactions provides that, in case of credits declared in default, the funds used for the payment of interest on the most subordinated Notes (starting from Class C) be used for the repayment of the most senior Notes (starting from Class A), up to the limit of the credits in default. Credits declared in default are registered on the Principal Deficiency Ledger, which must be reduced with the amounts accrued according to the above described mechanism. Such mechanism represents a sort of “credit enhancement” as guarantee of the Holders of the Senior Notes. (**) Up to the limit of the Additional Redemption Amount, the funds available for interests, after the payment of the coupons on the notes and the costs of functioning of the SPV, are credited to the principal account and are used for the repayment of the Notes.
F.3 Parties involved in the transaction The different parties involved in the transaction are evidenced in the following table.
GIOTTO FINANCE – Società di cartolarizzazione S.p.A., registered offices in Padua, Via Porciglia, 14, now CASAFORTE S.r.l. registered offices in Roma, Via Eleonora Duse n. 53, set up pursuant and for the Issuer effects fo art 3 of Law no 130 dated 30 April 1999, listed in the competent Companies’ register at no 03670580285, and listed at no 32933 in the general list ex art. 106 and in the special list ex art. 107 of Law Decree 385 dated 1 September 1993 Banca Antoniana Popolare Veneta S. c. a r. l. Seller Via Verdi n. 13/15, Padua Banca Antonveneta S.p.A. - Piazzetta Turati, 2 – 35139 Padua Servicer replaced following merger due to incorporation on 31.12.2008 by Banca Monte dei Paschi di Siena – Piazza Salimbeni, 3 – 53100 Siena No party was appointed as Back-up servicer Back-up Servicer ABN AMRO Bank N.V. Swap Counterparty 10, 1082 PP, Amsterdam, Holland Banca Antonveneta S.p.A. - Piazzetta Turati, 2 – 35139 Padua replaced following merger due to incorporation on 31.12.2008 by Banca Monte dei Paschi di Siena – Liquidity Facility Providers Piazza Salimbeni, 3 – 53100 Siena
ABN AMRO Bank N.V., Milan branch Via Meravigli, 7 20123 Milano LaSalle Global Trust Services Representative of the Noteholders 5 Canada Square, London E14 5AQ, Great Britain Bank of America N.A. Calculation Agent 5 Canada Square, London E14 5AQ, Great Britain Banca Antonveneta S.p.A. - Piazzetta Turati, 2 – 35139 Padua Italian operating bank replaced following merger due to incorporation on 31.12.2008 by Banca Monte dei Paschi di Siena – Piazza Salimbeni, 3 – 53100 Siena Bank of America N.A. English operating bank 5 Canada Square, London E14 5AQ, Great Britain Bank Account guarantee provider ABN AMRO Bank N.V., Milan branch
37 Casaforte S.r.l. – Financial statements as of 31 December 2009 Translation from the Italian original which remains the definitive version
Via Meravigli, 7 20123 Milano BNP Paribas Securities Services, Milan branch Principal Paying Agent Via Ansperto, 5 Milano BNP Paribas Luxembourg S.A. Luxembourg Agent 10A Boulevard Royal, 2093 Luxembourg, Gran – Duché de Luxembourg Banca Antonveneta S.p.A. - Piazzetta Turati, 2 – 35139 Padova Corporate Administrator replaced following merger due to incorporation on 31.12.2008 by Banca Monte dei Paschi di Siena – Piazza Salimbeni, 3 – 53100 Siena
It should also be noted that following the closing of the London Branch of Banca Antonveneta, at the end of the month o July 2003, the Issuer Proceeds Account was transferred to the Luxembourg branch of the same bank, and was subsequently closed in the month of June 2008; in relation to such transferral the Bank Account Guarantee was not renewed.
Commitments of the seller and guarantees in favour of Giotto Finance S.p.A., now CASAFORTE S.r.l. At the purchase date of the receivables, Giotto Finance S.p.A. now CASAFORTE S.r.l., in its capacity as Transferee and Issuer, and Banca Antoniana Popolare Veneta, in its capacity as Seller, stipulated a warranty and indemnity agreement, according to which the seller furnished certain declarations and guarantees in favour of the transferee in relation to the portfolio of sold receivables and committed itself to hold the transferee harmless from damages, costs and expenditures the latter may incur due to or in relation to the purchase of the portfolio of accounts receivable. The warranty and indemnity agreement includes declarations and guarantees of the seller in relation to: 1. the status of the seller and different general questions relating to the transfer of the credits sold and to the documentation of the transaction; 2. declarations and guarantees relating to the credits, mortgages and collateral guarantees; 3. specific declarations and guarantees relating to the credits; 4. specific declarations and guarantees concerning the mortgages and the collateral guarantees; 5. declarations and guarantees concerning property; 6. declarations and guarantees relating to individual and competitive judicial procedures. The warranty and indemnity agreement is set up and based according to the British law. The Originator (Banca Antonveneta S.p.A., replaced following the merger due to incorporation by Banca Monte dei Paschi di Siena S.p.A.) can exercise the option to repurchase credits declared in default for a price equal to at least 80% of the Residual Nominal value (and relative interests), for the purpose of enacting a more efficient recovery action of the position. 38 Casaforte S.r.l. – Financial statements as of 31 December 2009 Translation from the Italian original which remains the definitive version
F.4 Issue Characteristics
CLASS A – SENIOR NOTES CLASS B – SENIOR NOTES CLASS C – JUNIOR NOTES
Currency EURO EURO EURO
982.000.000 (no 982.000 shares, 53.000.000 (no 53.000 shares, nominal 93.810.000 (no 93.810 shares, nominal Issue amount nominal value € 1.000 each) value € 1.000 each) value € 1.000 each)
Interest rate floating floating fix
Parameter Euribor 3 months + 26 bps Euribor 3 months + 70 bps 2,0% + Variable Return
Quarterly Coupon Quarterly Quarterly
Legal term 19 years 19 years 19 years
The payment of interest and the From the 18th month in relation to From the 18th month: the redemption of redemption of principal is subordinated Repayment collections in principal on the principal of Class B notes is to the payment of the equivalent securitised portfolio subordinated to that of Class A notes components of Class A and B notes
Initial rating AAA by Fitch Ratings Limited and Aaa A by Fitch Ratings Limited and Aa2 by Un-rated (1) by Moody’s Investor Service Inc. Moody’s Investor Service Inc.
AAA (2) by Fitch Ratings Limited and AAA (2) by Fitch Ratings Limited and Current rating Aaa (3) by Moody’s Investor Service Aa2 (5) by Moody’s Investor Service Un-rated Inc. Inc.
No listing of the shares on a regular Listing Luxembourg stock exchange Luxembourg stock exchange stock market was requested
Applicable Italian Italian Italian law
(1) The rating furnished expresses a judgement on the probability that the notes fully satisfy the principal and the interest due by the legal term of the transaction. The rating can be changed in any moment.
(2) The rating AAA by Fitch (source: official site) expresses the highest quality of the credit and the lowest expectation of credit risk. It is assigned only in the case of timely payment of extremely strong financial commitments. It is unlikely that such capacity is affected in an unfavourable manner by predictable events.
(3) The rating Aaa by Moody’s (source: official site) expresses the highest quality of the commitments. They support the smallest degree of investment risk, therefore they are called “ gilt-edged” (first order). Interest payments are protected by a large or exceptionally stable margin and the principal is guaranteed. Even if the different protection elements are subject to changes, it is unlikely that they damage the fundamental strong position of such issues.
(4) The rating Aa by Moody’s (source: official site) expresses a high quality of the notes under all standards. Together with the rating Aaa these refer to high class securities. Compared with the rating Aaa, the existence of less larger protection margins or higher fluctuations of the instruments of protection or of other elements is possible, thus as to make long-term risks appear in some way larger. Moody’s assigns 1, 2, 3, to each rating category from Aa to Caa, and the index 1 indicates the highest position in the category assigned.
For assigning its rating, Fitch carried out a file review, interviewed the Servicer and applied a mathematic model; Moody’s assigned its rating through an analysis position by position; an application of a cash flow model calculating the expected value of recovery for each position and an interview to the Servicer.
39 Casaforte S.r.l. – Financial statements as of 31 December 2009 Translation from the Italian original which remains the definitive version
During the period of life of the transaction the Quarterly Servicer Report was forwarded to the Rating Agencies, allowing a constant monitoring of the transaction. On each Payment Date the Variable Return was paid by using the funds from the collection of interest which resulted available after satisfying any other commitment for interest and for provisions provided for by the order of payment priority. Moreover an option call in favour of the Originator (Banca Antonveneta S.p.A., replaced following the merger due to incorporation by Banca Monte dei Paschi di Siena S.p.A.) is foreseen, granting the option to the Originator to repurchase the securitised portfolio after seven years from the issue date of the notes and for all following payment dates. Had the Originator exercised such option, with the collection relating to the sale of the portfolio Giotto Finance would have repaid the notes early. Had the Originator not exercised the option, effective the first payment date following the seven year term after the issue of the notes, the deferred quarterly coupons of Class A and B notes would have been increased by 100 basis points p.a.; Banca Monte dei Paschi di Siena S.p.A. has exercised the option with reference to the Payment Date of 20 April 2009.
Allocation of flows generated by the portfolio Cash flows are separated in two aggregates to which the following order of payment priority is applied. Principal Available Funds: • Repayment of principal of Class A notes • Repayment of principal of Class B notes • Repayment of principal of Class C notes
Interest Available Funds: • Expenses for the functioning of the issuer • Commissions, interest and repayment of principal eventual uses of liquidity line • Amount relating to the Interest Rate Swap agreement • Interest on Class A notes • Interest on Class B notes • Provision for receivables in default
40 Casaforte S.r.l. – Financial statements as of 31 December 2009 Translation from the Italian original which remains the definitive version
• Interest on class C notes • Variable Return on Class C notes
As provided for in the contractual documentation, in case of the occurrence of a Class C Trigger Event the following order of payment priority is applicable to the cash flows: • Expenses for the functioning of the issuer • Commissions, interest and repayment of principal eventual uses of liquidity line • Amount relating to the Interest Rate Swap agreement • Interest on Class A notes • Interest on Class B notes • Repayment of principal of Class A notes • Repayment of principal of Class B notes • Provision for receivables in default • Interest on class C notes • Repayment of principal of Class C notes
Also a Class B Trigger Event is foreseen; when this occurs the following order of payment priority is applicable to the cash flows altogether considered:
• Expenses for the functioning of the issuer • Commissions, interest and repayment of principal eventual uses of liquidity line • Amount relating to the Interest Rate Swap agreement • Interest on Class A notes • Repayment of principal of Class A notes • Interest on Class B notes • Repayment of principal of Class B notes • Provision for receivables in default • Interest on Class C notes • Repayment of principal of Class C notes
41 Casaforte S.r.l. – Financial statements as of 31 December 2009 Translation from the Italian original which remains the definitive version
F.5 Ancillary financial transactions 1. Giotto Finance S.p.A., now CASAFORTE S.r.l. has stipulated a swap agreement under British law with ABN AMRO Bank N.V. in the capacity as Swap Counterparty, for the purpose of hedging the interest rate risk arising from the different indexation of interest rates on loans and interest rates on notes and by taking in account the different timing dynamics between the term of coupons and the flows generated by collections for interest on the portfolio. 2. Giotto Finance S.p.A., currently CASAFORTE S.rl., concluded with Banca Antonveneta S.p.A. (replaced following the merger due to incorporation by Banca Monte dei Paschi di Siena S.p.A.) and ABN AMRO Bank N.V., Milan agency, a Liquidity Facility agreement on the basis of which, for the purpose of guaranteeing the punctual payment of coupons on Class A notes, it had the possibility to use a specific credit line up to the limit of € 20 million in the case the collections for interest on the loan portfolio were not sufficient. Such line had therefore the scope to cover temporary needs of cash solely for the payment of expenditures and interest, and not for the repayment of capital. 3. ABN AMRO Bank N.V., upon request of Banca Antonveneta S.p.A., granted to Giotto Finance S.p.A., now CASAFORTE S.r.l., a guarantee denominated Bank Account Guarantee relating to the account opened by the company with the London branch of Banca Antonveneta S.p.A. (subsequently transferred to the Luxembourg branch of the same bank, now part of Banca Monte dei Paschi di Siena S.p.A. following the merger due to incorporation) to which the collections in principal during the first 18 months were credited up to a maximum amount of € 185 million. Since the 18th month such guarantee decreased to € 25 million and, at its expiry on 19.10.2008, it was no longer renewed following the closing of the account held with the Luxembourg branch of Banca Antonveneta S.p.A..
F.6 Buyer’s operating power The cash generated by the transaction was deposited in accounts held by the company c/o LaSalle – Bank of America, London branch; no alternative applications were foreseen.
QUANTITATIVE INFORMATION Unless stated differently, the values in this Section are stated in thousands of Euro. 42 Casaforte S.r.l. – Financial statements as of 31 December 2009 Translation from the Italian original which remains the definitive version
F.7 Flow data related to the credits
The following table evidences the changes during the last two fiscal years and from the beginning of the transaction (30.11.2001) occurred in the credit portfolio.
01.01.2009 to 01.01.2008 to 30.11.2001 to 30.11.2001 to
31.12.2009 31.12.2008 31.12.2009 31.12.2008
Portfolio of accounts receivable, beginning of period 204.406 287.262 1.119.067 1.119.067
Increases Credit for interest on overdue instalments not paid at expiry - 284 4.363 4.363 Late interest on overdue instalments not paid - - 346 346 - 284 4.709 4.709
Decreases Collection of principal 194.446 75.343 1.028.807 834.334 Collection of initial interest accrued - - 4.365 4.365 Part of loan principal in default 27 3.504 33.206 33.206 Collection of late interest - 26 345 345 Collection of overdue interest not paid at term 284 355 4.363 4.079 Amortisation of excess spread 9.649 3.912 52.690 43.041 204.406 83.140 1.123.776 919.370
Portfolio of accounts receivable, end of period 0 204.406 0 204.406
F.8 Evolution of past-due credits The evolution of past-due credits is not evidenced, since the securitisation transactions has already been closed, as already informed, on 20 April 2009.
F.9 Cash flows The cash flows generated during the last two fiscal years are summarised in the following table:
01.01.2009 a 01.01.2008 a
31.12.2009 31.12.2008
Opening cash 25.289 29.680
Revenues Credit collection 208.118 93.744 Net proceeds on cash 66 593 IRS differential (598) 1.032 207.586 95.369
Charges 43 Casaforte S.r.l. – Financial statements as of 31 December 2009 Translation from the Italian original which remains the definitive version
Repayment of notes 228.856 82.125 Interest on notes 3.691 11.350 Class C Variable Return 0 5.813 Costs for Servicing 91 243 Sundry services 40 106 Corporate Issuer Maintenance Fee 113 123 Transfer of residual cash to the company’s bank account 84 0 232.875 99.760
Net cash flow of the period (25.289) (4.391)
Closing cash 0 25.289
F.10 Status of guarantees and liquidity facilities
Guarantees Initial amount Use Date of use Residual amount
Liquidity Facility 20.000.000 - n.n. 20.000.000
F.11 Distribution by residual life Not applicable. F.12 Distribution by geographic location Not applicable. F.13 Risk concentration Not applicable.
Section 3 – Information on risks and hedging policies The risks and the relevant hedging policies are exclusively tied to the securitisation activity performed by the company. Hence no risk management has to be pointed out.
Section 4 – Information on net worth
4.1.1 Qualitative information
The Shareholders’ equity exclusively comprises the share capital.
In compliance with the by-laws and in conformity with the provisions of Law 130/99 and the
relevant implementation measures, the credits purchased by the Company in the context of each
securitization transaction shall constitute an asset portfolio separate to all intents and purposes
44 Casaforte S.r.l. – Financial statements as of 31 December 2009 Translation from the Italian original which remains the definitive version
from the Company’s assets. Each separate asset portfolio shall be used solely to satisfy the rights
incorporated in the securities issued by the Company to finance the purchase of the credits
contained in the aforesaid portfolio, and to pay the costs of the relevant securitisation transaction.
Therefore no claims may be laid on each separate portfolio by creditors other than the holders of
the Securities issued.
The Company’s net worth requirements are conform with the provisions issued by the Bank of
Italy in relation to the company’s business scope and business activity.
4.1.2 Quantitative information
4.1.2.1 Company’s net worth: composition Items/Values 2009 2008 1. Share capital 100.000 100.00 2. Share issue premiums 3. Reserves 3.541 1.236 - from earnings 3.344 1.154 a) legal 197 82 b) statutory c) treasury shares d) other - other 4. (Treasury shares) 5. Valuation reserves (5.521) (5.522) - Financial assets available for sale - Tangible assets - Intangible assets - Foreign investment hedges - Financial flow hedges - Exchange differences Non current assets and groups of assets being disposed of - Special revaluation laws - actuarial gains/losses related to defined-benefit pension plans - Portion of valuation reserves related to shareholdings valued by the equity method 6. Capital instruments 7. Profit (loss) of the year 3.777 2.305 Total 101.797 98.019
Section 5 – Analytic table of comprehensive income 45 Casaforte S.r.l. – Financial statements as of 31 December 2009 Translation from the Italian original which remains the definitive version
Net Items Gross amount Income tax amount
10. Profit (loss) for the year 6.468 (2.691) 3.777
Other income components
20. Financial assets available for sale:
a) changes in fair value
b) reversed to profit and loss account
- adjustments for deterioration
- gains/losses on realisation
c) other changes
30. Tangible fixed assets
40. Intangible fixed assets
50. Hedging of foreign investments:
a) changes in fair value
b) reversed to profit and loss account
c) other changes
60. Hedging of financial flows:
a) changes in fair value
b) reversal to profit and loss account
c) other changes
70. Currency exchange differences:
a) changes in fair value
b) reversal to profit and loss account
c) other changes Noncurrent assets being 80. divested: a) changes in fair value
b) reversal to profit and loss account
46 Casaforte S.r.l. – Financial statements as of 31 December 2009 Translation from the Italian original which remains the definitive version
c) other changes Actuarial gains (losses) on defined- 90. benefit plans Portion of reserves from valuations of 100. equity investments:
a) changes in fair value
b) reversal to profit and loss account
- adjustments for deterioration
- gains/losses on realisation
c) other changes
110. Total other income components 0 0 0
Comprehensive income (items 120. 6.468 (2.691) 3.777 10+110)
Section 6 – Transactions with related parties
6.1 – Information on the remuneration of managers holding strategic responsibilities
No managers other than the Sole Director were appointed.
No fees due to the Sole Director were resolved.
6.2 – Loans and guarantees given to directors and statutory auditors
No guarantees have been given as of 31 December 2010.
6.3 Information on transactions with related parties
There are no transactions with related parties.
Section 7 – Other informative details
7.1 Number of employees
The company had no employees during the year 2009. Its administrative activity was outsourced
to a third party. ****************
47 Casaforte S.r.l. – Financial statements as of 31 December 2009 Translation from the Italian original which remains the definitive version
These financial statements provide a fair and truthful view of the Company’s financial position
and the economic result for the period.
The Sole Director
Marc Bruno Zanelli
48 Casaforte S.r.l. – Financial statements as of 31 December 2009
Annex 3 THE FINANCIAL STATEMENTS OF THE ISSUER AS OF 31 DECEMBER 2010
III Translation from the Italian original which remains the definitive version
Casaforte S.r.l.
Registered office Via Eleonora Duse 53 - 00197 Roma Tax identification and Rome Companies Register no. 03670580285 Administrative Business Register no 1244511 Share capital Euro 100.000 – fully paid in
ANNUAL REPORT 2010
1 Casaforte S.r.l. – Financial statements as of 31 December 2010 Translation from the Italian original which remains the definitive version
INDEX
Composition of management and audit firm
Management report at 31 December 2010
Notes to the financial statements as of 31 December 2010
Balance sheet and Pofit and Loss Account Statement of Comprehensive Income Statement of Changes in Shareholders’ Equity Statement of Financial Position
Notes to the financial statements Part A- Accounting policies Part B- Information on the Balance Sheet Part C- Information on the Profit and Loss Account Part D- Other information
2 Casaforte S.r.l. – Financial statements as of 31 December 2010 Translation from the Italian original which remains the definitive version
Composition of management and audit firm
Sole Director Marc Bruno Zanelli
Board of Statutory Auditors Armando D’Antonio – Chairman Lucio Zannella – Standing Statutory Auditor Francesco Rocchi – Standing Statutory Auditor Bernardo Rocchi – Substitute Statutory Auditor Alessandro Malfatti – Substitute Statutory Auditor
Legal audit of accounts Reconta Ernst & Young S.p.a.
3 Casaforte S.r.l. – Financial statements as of 31 December 2010 Translation from the Italian original which remains the definitive version
MANAGEMENT REPORT AS OF 31 DECEMBER 2010
1. The Company 2010
As provided for by its by-laws and pursuant to Law no 130/99, the Company has as its sole purpose the consummation of one or more credit-securitisation transactions, by buying existing and future accounts receivable and financing such purchases through securities issues, as provided by article 1.1(b) of Law 130/99. With decree no 29 issued by the Ministry of Finance and Economics on 17 February 2009 some conditions were re-defined, which, if occurring, oblige financial intermediaries to register with the Special List set up pursuant to art 107 of the Consolidated Text of Banking Laws. On the basis of such new ruling, credit securitisation companies pursuant to art 3 of Law 130/1999 no longer need to get registered with that list. Following the publication of the Oversight Dispositions on the Italian Official Gazette on 20 October 2009, credit securitisation companies, and therefore also the company Casaforte S.r.l., were cancelled from the Special List pursuant to art 107 of the Consolidated Text of Banking Laws. Since the closing of the fiscal year 2009, the company is therefore no longer registered with the Special List, notwithstanding it continues to apply international accounting principles. Therefore the company, currently registered in the List pursuant to art 106 of the Consolidated Text of Banking Laws and subject to the oversight by the Bank of Italy, after its cancellation from the Special List pursuant to art 107 as described before, draws up its financial statements on the basis of International Accounting Principles (IAS/IFRS), as already for the purpose of the preparation of its financial statements as 31.12.2009 (the first ones prepared as enterprise registered in the list pursuant to art 106 of the Consolidated Text of Banking Laws) the Director deemed it opportune to not change the accounting principles of reference that had to be applied before since this does not contrast with what provided for by Law Decree 38/2005.
In conformity with the provisions of Law Decree 38/2005, the financial statements as of 31 December 2010 were prepared in accordance with the IAS/IFRS accounting standards issued by the International Accounting Standards Board (IASB) and the relevant interpretations issued by the International Financial Reporting Interpretations Committee (IFRIC), validated by the European Commission, as established by the EC Regulation no 1606 dated 19 July 2002, and in compliance with the Instructions for preparing the financial statements of financial intermediaries
4 Casaforte S.r.l. – Financial statements as of 31 December 2010 Translation from the Italian original which remains the definitive version
registered on the Special List, of electronic money institutions, of savings-management companies and of securities brokerages, issued on 16 December 2009 by the Bank of Italy (this is the sole regulation issued by the Bank of Italy which contains precise instructions for parties applying the afore mentioned accounting principles to the preparation of their financial statements) in the light of the application of the international accounting standards IAS/IFRS. These financial statements comprise the Balance Sheet, the Profit and Loss Account, the Statement of Comprehensive Income, the Statement of Changes in Net Equity, the Statement of Financial Position and the Notes to the Financial Statements. The first securitisation transactions of credits purchased without recourse from Banca Antonveneta Spa (replaced by Banca Monte dei Paschi di Siena S.p.A. following the merger by incorporation) set up by the Company pursuant to Law 130/99 on 30 November 2001, named Giotto Finance, was concluded on 20 April 2009, with the repayment of Class A, B, and C notes issued in the context of the transaction for a total amount of Euro 228.856.100, by using the cash deriving from the sales price of the credits transferred on 16 April 2009 to the Originator Banca Monte dei Paschi di Siena S.p.a., determined in such a manner as to extinguish all liabilities pertaining to the separate portfolio. The shareholders’ meeting held on 17 September 2009 has decided to transform the juridical form of the company from “S.p.A.” (public limited company under Italian law) to “S.r.l.” (private limited company under Italian law) with change of the company’s name from Giotto Finance S.p.A. to Casaforte S.r.l. and after the change of the corporate structure following the transfer of the whole share capital held by Antonio Cortellazzo and by Banca Monte dei Paschi di Siena S.p.A. to Stichting Perimetro. During the course of the year 2010 the company has started a new securitisation transaction structured by MPS Capital Services S.p.A. and Mediobanca – Banca di Credito Finanziario S.p.A., relating to a portfolio of monetary accounts receivable deriving from a mortgage loan granted by Banca Monte dei Paschi di Siena S.p.A. (Banca MPS) to MPS Immobiliare S.p.A. and transferred by the latter, in the context of the transfer of a branch, to the associated company Perimetro Gestione Proprietà Immobiliari S.c.p.A., for a total amount of Euro 1.669.640.000. The purchase of the portfolio was financed by the company by issuing, pursuant to articles 1 and 5 of the Securitisation Law, the following classes of Securities: (i) €1.536.640.000 class A asset- backed notes, at a fix interest rate of 3,00% up to 30 June 2012 and subsequently at a floating interest rate, legal term 30 June 2040, (ii) €130.000.000 class B asset backed notes, at a fix 5 Casaforte S.r.l. – Financial statements as of 31 December 2010 Translation from the Italian original which remains the definitive version
interest rate and incremental capital up to €235.000.000, legal term 30 June 2040; (iii) €3.000.000 class Z asset backed variable premium notes, legal term 30 June 2040. The financial statements as of 31 December 2010 close in break-even.
2. Trend of the reference market in 2010 The growth in economy which characterized the worldwide context during the first half of the year 2010 continued to strengthen during the central part of the year, even if some signs of slow- down starting from the summer months could be noted. According to the forecast of the International Monetary Fund (IMF), the economic trend during the last months of 2010 was characterized by minor vivacity, which might be followed by an additional modest slow-down of growth in 2011 The mitigation of the growth in economy seems to be essentially attributable to the weakening of the effect of the principal factors to which the growth had been attributed starting from the end of the year 2009, ie the re-accumulation of supplies and tax stimulating measures, the effects of which are exhausting. In this connection a decrease in international exchanges was noted which around the middle of the year had reached the levels existing before the crisis. In this market situation, leading banks of advanced countries maintained or strengthened their already strongly expansive direction of monetary politics. Comforting data come from financial markets, and in particular from the stock market, which during the summer months started growing again. The tendency in the composition of investment portfolios evidences anyway a prudent behaviour, aiming at forms of less risky investments, as demonstrated by the progressive increase of the differential of the yield between German State securities and those of other countries. In this context, the “race for gold” is justified which brought the quotation of the precious metal to its maximum historical level. As far as the credit sector is concerned, the rhythm of growth of financings to non financial companies, which became positive again since the last spring, remained almost unchanged during the summer (1,9% at the end of August). According to the results of the quarterly survey performed by Eurosistema1, during the second quarter of 2010, the dynamics of request of credit by companies slightly decreased due to the lower demand of financing for fix investments and, with reference to short-term components, the dynamics of supplies and current assets.
1 Bank Landing Survey – 2010. 6 Casaforte S.r.l. – Financial statements as of 31 December 2010 Translation from the Italian original which remains the definitive version
According to what revealed by the Bank of Italy, for the month of August the average interest rates on new short-term financings slightly decreased. Interest rates on short-term loans to enterprises, comprising those on bank accounts, resulted to be equal to 3.5%, two tenths of a point in less with respect to the May data. During the second quarter of 2010 the flow of new impaired credits decreased from 2% in the preceding quarter to 1,7%, net of the seasons factors of the year. The data still results to be high if compared with the average level of the two-year period 2007/20082. According to the Bank of Italy, a significant deterioration of the quality of credit in the sectors of financial companies, consumer families and enterprises in the services sector can be noted. For financings granted to financial enterprises in general, the level of other types of deteriorated credit (blocked, re-structured, expired or overdue credit) remained high (7.8% of loans granted in August), indicating how a high level of outstanding bank credit will continue to characterise the next months.
3. Significant events in 2010 On 8 September 2010 the shareholders’ meeting approved a new text of the by-laws, changing in particular articles 11 and 14 of Title III – Shareholders’ resolutions, article 18 of Title IV - Management – Representation and article 21 of Title V – Controls. On 15 September 2010 the shareholders’ meeting resolved: 1) the approval of a new securitisation transactions, to be set up pursuant o Law no 130 dated 30 April 1999, relating to a portfolio of credits arising from a mortgage loan granted by Banca MPS to MPS Immobiliare S.p.A. and transferred by the latter, in the context of the transfer of a branch to the associated company Perimetro Gestione Proprietà Immobiliari S.c.p.A., and 2) the appointment, up to the approval of the financial statements as of 31 December 2012, of a Board of Statutory Auditors comprising 3 standing statutory auditors and two substitute members; such transaction was perfected on 21 September 2010.
The notice relating to the transfer of credits was published on the Official Gazette no 114, Commercial Series – part II, dated 4 December 2010, and filed with the Rome Companies’ Register with protocol dated 30 November 2010, pursuant to articles 1 and 4 of Law no 130 dated
2 “Bollettino Economico – Ottobre 2010” issued by the Bank of Italy.. 7 Casaforte S.r.l. – Financial statements as of 31 December 2010 Translation from the Italian original which remains the definitive version
30 April 1999 (“Law 130/99”) and to article 58 of Law Decree no 385 dated 1 September 1993, (the “Consolidated Text of Banking Laws”). On 22 December 2010, pursuant to the combined provisions of articles 1 and 4 of the Securitisation Law and article 58 of the Consolidated Text of Banking Laws, the company has finalised the purchase of all monetary credits in principal, interest and other ancillary items relating to the Mortgage Financing Contract (the “Credits”), together with any collateral or personal guarantee supporting the Credits, as well as other ancillary rights, shares, powers or faculties relating to the Credits (the “Portfolio”) from Banca MPS for Euro 1.669.640.000, with juridical and economic effect from 22 December 2010, issue date of the Notes as described hereinafter. With reference to the guarantees set up as back-up of the Credits, the collateral guarantees comprise, among other: (i) a first-degree mortgage on a realty comprising 683 buildings mainly used as bank offices or branches, for a total gross surface of 766.500 mq (the “Realty”) owned by the Consortium and leased almost for the totality by Banca MPS and by other companies part of the banking group Monte dei Paschi di Siena under lease contracts with a duration of 24 years; (ii) the transfer in guarantee of the lease instalments relating to the realty (respectively, the “Transfer in guarantee” and the “Lease instalments”); and (iii) the setting up in guarantee of the credits the Consortium has towards Banca MPS on the basis of a deposit contract, aiming at the neutralisation of the fluctuation risk of the leases indexed to inflation. The Lease instalments relating to the realty represent the main source of cash flows necessary for satisfying the commitments assumed by the Consortium in relation to the Mortgage Financing Contract. Due to the transfer in guarantee, the tenants pertaining to the banking group Monte dei Paschi di Siena received irrevocable instructions to pay the lease instalments directly to the Issuer; the latter is entitled to withhold the Lease instalments thus collected and to use them for the payment of interest and the repayment of the principal, pursuant to the Mortgage Financing Contract. As mentioned before, the purchase of the portfolio was financed by issuing, pursuant to articles 1 and 5 of the Securitisation Law, the following classes of securities: (i) €1.536.640.000 class A asset-backed notes, at a fix interest rate of 3,00% up to 30 June 2012 and subsequently at a floating interest rate, legal term 30 June 2040, ISIN code IT0004644636 , (ii) €130.000.000 class B asset backed notes, at a fix interest rate and incremental capital up to €235.000.000, legal term
8 Casaforte S.r.l. – Financial statements as of 31 December 2010 Translation from the Italian original which remains the definitive version
30 June 2040, ISIN code IT0004644644; (iii) €3.000.000 class Z asset backed variable premium notes, legal term 30 June 2040, ISIN code IT0004644677. Following the authorisation to publication issued by CONSOB pursuant to article 94 of Law Decree no 58/98 and article 4 of the Ruling adopted with CONSOB resolution 11971/99 and following amendments, with notice dated 3 November 2010, protocol no 10091148, on 5 November 2010 the informative prospect (the “Prospect”) was published by filing it with CONSOB, for the offer to the general public in Italy relating to the underwriting of Class A securities, offer which was closed on 29 November 2010. Class B and Class Z securities, with reference to which the Prospect was published solely for the purpose of article 2 of the Securitisation Law, are not subject to the offer to the general public, inasmuch as they are offered to professional and/or qualified investors. The documentation subscribed by the parties involved is the usual one for transactions of this kind. With letter dated 22 November 2010 and effective the same date, a standing member of the Board of Statutory Auditors resigned from his office due to unexpected personal reasons. Still effective the same date, pursuant to par 1 of art 2401, Civil Code, the oldest substitute auditor replaced him as standing statutory auditor, up to the next shareholders’ meeting. The transaction, perfected during the month of December 2010, is proceeding regularly. In particular, the cash flows relating to the securitised portfolio realized during 2010 are split up as follows: Euro 64.434.634 in principal and Euro 2.771.603 in interest.
4. Financial and economic highlights December 2010 December 2009 Tangible and intangible assets - - Net working capital 101.797 101.797 Net invested capital 101.797 101.797 Net equity 101.797 101.797 Provisions - - Net financial position - - Total covering net invested capital 101.797 101.797
01.01.2010 01.01.2009 31.12.2010 31.12.2009 Interest margin 6.391 7.831 Commission income - - Commission expense (188) (330) Net results of financial assets at fair value - -
9 Casaforte S.r.l. – Financial statements as of 31 December 2010 Translation from the Italian original which remains the definitive version
Intermediation margin 6.203 7.501 Adjustment in value of receivables - - Operating costs (91.211) (104.927) Operating revenues 85.455 103.894 Result of operations 447 6.468 Taxes (447) (2.691) Net result 0 3.777
5. Significant post-closing events No events worthy to be mentioned occurred after the closing of the period. 6. Outlook At the time being the company has no intention to carry out other transactions; as regards the separate portfolio, in 2011 the company will continue to manage the credits contained in the existing portfolio.
7. Going concern The financial statements closed at 31 December 2010 were drawn up on the going concern basis, inasmuch as at present the company knows of no significant uncertainties due to events or conditions that might raise doubts about its capacity to continue to operate as going concern.
8. Other information A. Research and development activities Because of the type o business in which it engages, the company conducted no such activities.
B. Transactions with associated parties and intra group transactions The company has no transactions with subsidiaries, associated companies, parent companies and/or companies subject to the control of the latter. The Company is fully held by Stichting Perimetro, foundation under Dutch laws.
C. Treasury shares and/or parent company shares The company owns no treasury shares or parent company shares, either directly or indirectly and did not negotiate any such shares in 2010.
D. Risk management
10 Casaforte S.r.l. – Financial statements as of 31 December 2010 Translation from the Italian original which remains the definitive version
The following information refers to the Company’s operations. As regards the separate portfolio, relevant information is given in Section 3, Part F, of the Notes.
Liquidity risk
Because the financial commitments involved in its ordinary operations are very small, the company believes it has sufficient funds to meet them.
Interest rate risk
The company has no financial assets or liabilities that would expose it to significant interest rate risks.
Exchange risk
The company operates only at the domestic level, hence it is not exposed to exchange risk.
Price risk
The company is not exposed to any significant price risk. Credit risk
The Company is not exposed to credit risk-.
E. Secondary offices The company has no secondary or other offices. F. Direction and coordination At 31 December 2010 the company is not subject to direction and coordination by the Sole Shareholder as defined in art 2497/b of the Italian Civil Code. G. Other information The Company follows the prevailing orientation based on the Bank of Italy’s order no. 14890 dated 29 March 2000, confirmed by the Revenue Agency’s Circular 8/E dated 6 February 2003, regarding the tax treatment of separate asset portfolios held by credit-securitisation companies, whereby earnings from the management of securitised assets during the course of the transactions in question are not available to the company, hence the spread, if any, does not constitute taxable income. This assumption is in line with the instructions issued by the Bank of Italy in the aforesaid order of 29 March 2000, whereby the profit and loss account of securitisation companies is not influenced by cash inflows and outflows related to the credits for principal and
11 Casaforte S.r.l. – Financial statements as of 31 December 2010 Translation from the Italian original which remains the definitive version
interest related to the securitised portfolio, nor by the expenses incurred by the Company to manage each transaction. Anyway, any earnings remaining after all the creditors of the separate portfolio have been satisfied will be taxable because they will be legally available to the Company and will therefore constitute taxable income at the term of each securitisation transaction. Only in such moment, in the case under examination, the an and the determinability of quantum provided by art 75 of the Consolidated Text of Banking Laws become certain, in order that a certain component will become part of the taxable income. It should furthermore be noted that under the assets of the separate portfolios credits are stated relating to withholding taxes at the charge of the SPV on bank interest income. On the basis of what stated above and according to the Revenue Agency’s Resolution no 77/E dated 4 August 2010, such withholding taxes can be deducted only in the tax period in which the interest relating to the bank accounts will become part of the total income of the SPV.
Proposal of allocation of the result of the year To the Shareholders, I invite you to approve the company’s financial statements closed at 31 December 2010, in the manner they were drawn up, comprising the Balance Sheet, the Profit and Loss Account, the Notes to the Financial Statements together with the relative enclosures and this Management Report, which close in break-even.
Roma, 30 March 2011 Casaforte s.r.l
The Sole Director Marc Bruno Zanelli
12 Casaforte S.r.l. – Financial statements as of 31 December 2010 Translation from the Italian original which remains the definitive version
BALANCE SHEET
31 December 31 December Assets 2010 2009
60 Accounts receivable 103.300 183.006 a) due from banks 103.300 183.006
120 Tax assets 2.515 3.990 a) current 2.515 3.990
140 Other 85.474 1.746
Total assets 191.289 188.742
Liabilities and Shareholders’ Equity
70 Tax liabilities 447 4.409 (a) current 447 4.409
90 Other liabilities 89.045 82.536
120 Share capital 100.000 100.000
160 Reserves 1.797 (1.980) Legal reserve 386 197 of which from “FTA” (5.521) (5.521) Income (loss) carried forward 6.932 3.344
180 Income (loss) of the year 0 3.777
Total liabilities and Shareholders’ Equiy 191.289 188.742
13 Casaforte S.r.l. – Financial statements as of 31 December 2010 Translation from the Italian original which remains the definitive version
PROFIT AND LOSS ACCOUNT
31 December 2010 31 December 2009
10 Interest income and similar proceeds 6.391 7.831
Interest margin 6.391 7.831
40 Commission expense (188) (330)
Net commissions (188) (330)
Intermediation margin 6.203 7.501
110 Administrative expenses (88.811) (101.131)
(a) Cost of personnel (1.195) (18.876) (b) Other administrative expenses (87.616) (82.255)
160 Other operating revenues and charges 83.055 100.098
Result of operations 447 6.468
Profit (loss) of current operations before taxes 447 6.468
190 Current income taxes (447) (2.691)
Profit (loss) of the year 0 3.777
14 Casaforte S.r.l. – Financial statements as of 31 December 2010 Translation from the Italian original which remains the definitive version
The revised version of IAS 1 regarding the presentation of financial statements, approved by the European Union in Reg. no 1274 dated 17 December 2008, the application of which is mandatory effective fiscal year 2009, has introduced the so-called “Statement of Comprehensive Income” (overall profitability), a form furnishing specific information in the financial statement schedules and/or notes to the financial statements. The form summarises the data contained in the profit and loss account with the costs and revenues recognised directly in equity. The company has no items recognized directly in equity.
15 Casaforte S.r.l. – Financial statements as of 31 December 2010 Translation from the Italian original which remains the definitive version
16 Casaforte S.r.l. – Financial statements as of 31 December 2010 Translation from the Italian original which remains the definitive version
17 Casaforte S.r.l. – Financial statements as of 31 December 2010 Translation from the Italian original which remains the definitive version
NOTES TO THE FINANCIAL STATEMENTS
PART A – BASIS OF ACCOUNTING A.1 GENERAL Section 1 – Statement of conformity with the International accounting standards The financial statements at 31 December 2010 were prepared in accordance with the International Financial Reporting Standards (“IFRS”) and the relevant interpretations issued by the International Accounting Standards Board (“IASB”), which were enacted in Italy by Legislative Decree 38 dated 28 February 2005, following the issuance of EU Regulation 1606/2002, and in compliance with the oversight instructions contained in the Bank of Italy’s order of 16 December 2009 (instructions for preparing the financial statements of financial intermediaries registered on the Special List, of electronic money institutions, of savings-management companies and of securities brokerages). The Company applied the international accounting standards (hereinafter also “IAS/IFRS”) since already for the preparation of its financial statements as of 31 December 2009 (first financial statements drawn up as enterprise registered in the list pursuant to art 106, Consolidated Text of Banking Laws) the Director deemed it opportune to not change the accounting principles of reference which were mandatory before on the basis that this does not contrast with the provisions of Law Decree 38/2005.
Section 2 – General principles The financial statements were prepared with the intent of presenting a true and fair view of the company’s equity and financial position, its cash flow and its economic result for the year. They were prepared on the going-concern basis (IAS 1, para. 23), according to the accrual method (IAS 1 paras. 25 and 26) and in conformity with the principle of consistency in presenting and classifying the items (IAS 1, para. 27). Assets and liabilities, revenues and costs were not offset unless required or allowed by a principle or an interpretation (IAS 1, para. 32). The financial statements comprise the compulsory accounting statements provided for by IAS 1, in particular the Balance Sheet, the Profit and Loss Account, the Statement of Comprehensive Income Financial Intermediaries, the Statement of Changes in Shareholders’ Equity, the Statement of Financial Position and the Notes to the Financial Statements, and are accompanied by the Management Report. 18 Casaforte S.r.l. – Financial statements as of 31 December 2010 Translation from the Italian original which remains the definitive version
For each item of the Balance Sheet and the Profit and Loss Account the comparative prior year’s figure is stated. The financial statements use the euro as the functional currency; if not specified otherwise, the figures are stated in whole euros.
Section 3 – Post-closing events
No event worthy of note has occurred since 31 December 2010.
Section 4 – Other issues Pursuant to art 14 of Law Decree no 39 dated 27 January 2010, the financial statements are subjected to legal review by the company Reconta Ernst & Young S.p.A.
A.2 MAIN HEADINGS IN THE FINANCIAL STATEMENTS This section describes the accounting principles followed in preparing the financial statements at 31 December 2010, with reference solely to the assets, liabilities, costs and revenues listed in the schedules. Booking criteria, classification criteria, valuation criteria and cancellation criteria are explained for each heading.
ACCOUNTS RECEIVABLE Booking criteria Receivables are booked at their issuance date; that is, the date when the Company becomes a party to the contract clauses and in consequence is legally entitled to receive the relevant sum. They are initially posted at their fair value corresponding to the amount disbursed or the price paid, since there is no assumption of impairment. Classification criteria Accounts receivable include credits with banks for the amounts available in the Company’s accounts and receivables classified as “Other assets”. Valuation criteria After their initial booking, credits with banks are valued at their original value.
19 Casaforte S.r.l. – Financial statements as of 31 December 2010 Translation from the Italian original which remains the definitive version
As regards other receivables, the existence of objective evidence of impairment is verified at each closing date. Cancellation criteria Receivables are cancelled if and when they are sold and essentially all risks and benefits related thereto are transferred, or when the contractual rights expire, or if the receivable is judged to be definitively unrecoverable.
ACCOUNTS PAYABLE Booking criteria Payables are booked when the Company becomes party to the contract clauses and in consequence is legally obligated to pay the relevant sum. They are initially posted at their fair value, which normally corresponds to the amount to be paid. Classification criteria This heading includes sums payable for taxes and to suppliers. Valuation criteria As accounts payable are short-term liabilities for which the time factor is negligible, they are booked at their original value. Cancellation criteria Accounts payable are cancelled when the liabilities have been paid or have expired.
CURRENT AND DEFERRED TAX ASSETS AND LIABILITIES Booking criteria Tax items are booked at the moment when the different types of withholdings are ascertainable. Classification criteria This heading lists current and deferred tax assets and liabilities.
20 Casaforte S.r.l. – Financial statements as of 31 December 2010 Translation from the Italian original which remains the definitive version
Valuation criteria Current and deferred tax assets and liabilities are stated without any offsetting. Current tax assets are booked at the nominal value of the credits for tax prepayments. Current tax liabilities are booked at the face value of the withholdings effected, whereas taxes for the period are determined on the basis of a realistic estimate of the tax charges due under current legislation. Deferred tax liabilities are calculated independently of the present or expected tax loss situation. The booking of deferred tax assets is subject to the reasonable expectation of their recoverability. Cancellation criteria Prepaid and deferred taxes are stated in order to reflect the future benefits and/or charges arising upon temporary differences between the book values of assets and liabilities posted in the balance sheet and the corresponding values considered for current tax purposes, and upon tax loss carry- forwards. In accordance with the principle of prudence, credits for prepaid taxes are posted in the balance sheet if it is reasonably certain that in the years when the deductible temporary differences that led to the booking of prepaid taxes are reversed, the Company’s taxable income will not be smaller than the amount of the differences to be cancelled. Conversely, liabilities for deferred taxes are not booked if they are unlikely to materialise. Deferred and prepaid taxes are determined on the basis of the income tax rates that are expected to be in force during the years when the timing differences will be cancelled out. The effect of changes in tax rates is accounted for in the year when the relevant legal measures are approved. Current tax items (assets and liabilities) are cancelled when, at the legal deadlines, the Company remits the different types of taxes it has charged in its capacity as withholding agent. Deferred taxes are cancelled if and when they are expected to be unrecoverable.
COSTS AND REVENUES Costs are booked in the profit and loss account at the moment when a decrease in future economic benefits entails a reliably determined decrease in assets or increase in liabilities. They are booked according to the criterion of direct association with specific revenue items (correlation costs and revenues). 21 Casaforte S.r.l. – Financial statements as of 31 December 2010 Translation from the Italian original which remains the definitive version
Revenues are booked in the profit and loss account at the moment when an increase in future economic benefits entails a reliably determinable increase in assets or decrease in liabilities. This means that when a revenue is booked, an increase in assets or a decrease in liabilities is booked at the same time. The main revenue item in the company’s financial statements regards the backcharge of costs relating to the securitisation transaction stated before.
PART B – INFORMATION ON THE BALANCE SHEET
ASSETS
Section 6 – Accounts receivable – Item 60 6.1 “Due from banks”
Composition 31.12.2010 31.12.2009 Changes
1. Deposits and current accounts 103.300 183.006 (79.706)
2. Repurchase agreements - - -
3. Financings - - -
3.1 Finance leases - - -
3.2 Factoring - - -
- with recourse - - -
- without recourse - - -
3.3 Other financing - - -
4. Debt securities - - -
5. Other assets - - -
6. Uncancelled sold assets - - -
6.1 stated in full - - -
6.2 stated partially - - -
7. Deteriorated assets - - -
7.1 from financial lease - - -
7.2 from factoring - - -
7.3 other financings - - -
Total book value 103.300 183.006 (79.706) TOTAL FAIR VALUE 103.300 183.006 (79.706)
22 Casaforte S.r.l. – Financial statements as of 31 December 2010 Translation from the Italian original which remains the definitive version
The fair value of receivables is equal to their balance sheet value, in consideration of the fact that
these are short-term accounts receivable.
Section 12 – Tax assets and liabilities
12.1 “Current and prepaid tax assets”
Tax assets comprise the items stated in the following table. Composition 31.12.2010 31.12.2009 Changes Ires (State income tax) credit from “Unico” tax return 533 637 (104) Irap (regional income tax) credit from “Unico” tax return 256 10 246 Irap prepayment 0 256 (256) Credit for withholding tax on bank interest income 1.726 3.087 (1.361) Total book value 2.515 3.990 (1.475) 12.2 Composition of item 70 “Current and deferred tax liabilities”
The particulars of tax liabilities are evidenced in the following table.
Composition 31.12.2010 31.12.2009 Changes Due for current income tax – IRES (State income tax) 447 2.691 (2.244) Due for withholding tax 0 1.718 (1.718) Total tax liabilities 447 4.409 (3.962) Section 14 – Other assets – Item 140
14.1 Composition of item 140 “Other assets” Other assets comprise the items, due at sight, detailed in the following table.
Composition 31.12.2010 31.12.2009 Changes Due from securitisation transaction 45.482 0 45.482 Due from MPS for backcharged costs 39.964 0 39.964 Due from service providers for advances 0 1.718 (1.718) Prepayments 28 28 0 Total other assets 85.474 1.746 83.728 The item “Due from securitisation transaction” refers to the credit for costs of the securitisation
transaction as of 31 December 2010, incurred to preserve the Company’s existence, charged back
to the separate portfolio, in conformity with the order of payment priority stated under point 6 of
the Regulation of the Securities.
23 Casaforte S.r.l. – Financial statements as of 31 December 2010 Translation from the Italian original which remains the definitive version
The item “Due from MPS for backcharged costs” evidences the credit relating to backcharged
costs incurred to preserve the Company’s existence. The entry of such credit is based upon a
specific agreement stipulated among the parties called: “Letter of undertaking in connection with
the unwinding of the securitisation transaction carried out in April 2002 by Giotto Finance S.p.A.
– (now Casaforte S.r.l.)” dated 20 April 2009, according to which the bank guarantees in favour
of Casaforte S.r.l. the financial support necessary for the continuing of the business activity. On
30 June 2010 Banca Monte dei Paschi di Siena S.p.A. confirmed by letter the full validity and
effectiveness of the commitments assumed with the afore mentioned “Letter of undertaking” in
favour of the company. The amount of Euro 39.964 refers to expenses up to the issue date of the
Securities in the context of the securitisation transaction (22 December 2010), net of revenues
generated during the same period by the company, which will have to be refounded by the Bank
in conformity with the afore mentioned commitments. LIABILITIES
Section 9 – Other liabilities – Item 90
9.1 Composition of item 90 “Other liabilities”
The particulars of this item are evidenced in the following table: Composition 31.12.2010 31.12.2009 Changes Due to suppliers for invoices to be received 51.840 30.122 21.718 Due to suppliers for invoices received 36.010 51.702 (15.692) Due to the Director 0 712 (712) Fees due to the Board of Statutory Auditors 1.195 0 1.195 Total book value 89.045 82.536 6.509 Due to suppliers for invoices received evidence the payables accrued during the year for services received. Due to suppliers for invoices to be received relate to accruals made at 31 December 2010 for costs pertaining to the fiscal year, for which at the closing date of the financial statements the invoices had not been received yet.
Section 12 – Equity
The shareholders’ equity exclusively comprises the share capital.
24 Casaforte S.r.l. – Financial statements as of 31 December 2010 Translation from the Italian original which remains the definitive version
12.1 Composition of item 120 “Capital” Type Amount 1. Capital 100.000 1.1 Common shares 1.2 Other shares 1.3 Quotas 100.000
At 31 December 2010 the share capital amounts to Euro 100.000, split up in 100 quotas with nominal value of Euro 1.000 and fully held by Stichting Perimetro, registered office in Amsterdam (the Netherlands) – 1082MD Claude Debussylaan 24, Italian tax identification code 97534280157. At 31 December 2010 the share capital was fully paid in.
12.5 Other information
The following table states the net equity items, in conformity with what provided for by art
2427/7b, Italian Civil Code.
Retained Losses carried Legal Total earnings forward A. Beginning balances 197 3.344 - 3.541 B. Increases - - - -
B. Allocation of income 189 3.588 - 3.777 B. Other changes - - - - C. Decreases - - - - C.1 Utilisations - loss coverage - - - - - distribution - - - - - transfer to capital - - - - D. Closing balances 386 6.932 - 7.318
Financial Hedging Special assets Tangible Intangible of revaluation Other Total available assets assets financial laws for sale flows
A. Beginning balances - - - - (5.521) - (5.521)
B. Increases ------
25 Casaforte S.r.l. – Financial statements as of 31 December 2010 Translation from the Italian original which remains the definitive version
B.1 Positive changes in fair value ------
B.2 Other changes ------
C. Decreases ------C.1 Negative changes in fair value ------
C.2 Other changes ------
D. Closing balances - - - (5.521) - (5.521)
PART C – INFORMATION ON THE PROFIT AND LOSS ACCOUNT
Section 1 – Interest
1.1 Composition of item 10 “Interest income and similar revenues”
Items / forms Other 2010 2009
1. Financial assets held for negotiation - - -
2. Financial assets carried at fair value - - -
3. . Financial assets available for sale - - -
4. . Financial assets held until maturity - - - 5. Accounts receivable 5.1 Due from banks
- for financial leasing - - -
- for factoring - - -
- for guarantees and commitments - - -
for other accounts receivable 6.391 6.391 7.831 5.2 Due from other finance granters
- for financial leasing - - -
- for factoring - - -
- for guarantees and commitments - - -
for other accounts receivable - - - 5.3 Trade accounts receivable
- for financial leasing - - -
- for factoring - - - - for guarantees and commitments 26 Casaforte S.r.l. – Financial statements as of 31 December 2010 Translation from the Italian original which remains the definitive version
- - -
for other accounts receivable - - -
6. Other assets - - -
7. Hedging derivatives - - - Total book value 6.391 6.391 7.831 Interest income refers to gross interest income accrued as of 31 December 2010 on bank account
no 3245362 held with Banca Antonveneta S.p.A., Padua Branch, Central Agency.
Section 2 – Commissions
2.4 Composition of item 40 “Commission expense”
Details/Sectors 31.12.2010 31.12.2009 1. Guarantees received - - 2. Distribution of third-party services - - 3. Collection and payment services - -
4. Bank commissions 188 330
Total 188 330 The item, equal to Euro 188, exclusively refers to bank commissions on the company’s bank account.
Section 9 – Administrative expenses – Item 110
9.1 Composition of item 110.a “ Cost of personnel” Items/Sectors 31.12.2010 31.12.2009 1. Employees - - 2. Other personnel in force - - 3. Directors and Statutory Auditors 1.195 18.876
4. Retirees - - Expenses recovered for employees assigned 5. to other companies - - Refund of expenses for employees assigned 6. to other companies - - Total 1.195 18.876
9.3 Composition of item 110.b “Other administrative expenses”
27 Casaforte S.r.l. – Financial statements as of 31 December 2010 Translation from the Italian original which remains the definitive version
Other administrative expenses evidence a balance of Euro 87.616 and comprise: Items/Sectors 31.12.2010 31.12.2009 Professional fees 2.075 15.895 Audit fees 59.889 57.724 Data elaboration costs 2.077 2.183 Corporate Servicer fees 14.779 0 Stichting corporate servicer fees 8.796 0 Sundry administrative expenses 0 6.453 Total 87.616 82.255
Section 14 – Other operating revenues and charges 14.1 Composition of item 160 “Other operating revenues and charges” Items/Sector 31.12.2010 31.12.2009 Taxes (510) (581) Non-recurring ordinary charges (1.890) (3.215) Non-recurring ordinary revenues 9 2.985,0 Revenues for costs backcharged to MPS 39.964 0 Revenues for costs backcharged to securitisation transaction 45.482 0 Sundry revenues and proceeds 0 100.909 Total 83.055 100.098 The item “Revenues for costs backcharged to MPS” mainly comprises revenues relating to the backcharge to Banca Monte dei Paschi di Siena S.p.A. of costs incurred up to the date of the notes issued in the context of the securitisation transaction (22 December 2010), net of the revenues generated during the same period by the company, which the bank committed itself to refound. Reference should be made to the comments under the item “Due from MPS for backcharge of costs”. The item “Revenues for costs backcharged to the securitisation transaction” refers to revenues relating to the backcharge to the separate portfolio of costs incurred and accrued as of 31 December 2010 for the ordinary management of the company.
Section 17 – Income taxes of the current year – item 190 31.12.2010 31.12.2009 1. Current taxes 447 2.691 2. Change in prior year’s income taxes 3. Reduction of current income taxes of the period 4. Change in tax prepayments 5. Change in deferred taxes Total book value 447 2.691
28 Casaforte S.r.l. – Financial statements as of 31 December 2010 Translation from the Italian original which remains the definitive version
PART D – OTHER INFORMATION F – OTHER INFORMATION AND EXPLANATORY NOTES ON THE SEPARATE PORTFOLIO F.1 SUMMARY TABLE OF SECURITISED ASSETS AND NOTES ISSUED STATUS OF THE TRANSACTION AT 31 DECEMBER 2010 Amounts expressed in Euro DESCRIPTION 31/12/2010 A. SECURITISED ASSETS 1.605.205.366 A1 Accounts receivable 1.605.205.366 B. APPLICATION OF CASH GENERATED BY CREDIT MANAGEMENT 119.270.482 B1 Debt securities B2 Capital securities B3 Other: 119.270.482 B3 1 Commission for placement of securities 51.560.482 B3 2 CONSOB surveillance fees 403.707 B3 3 Cash Equivalent 100.045 B3 4 Due from Originator for collections pending transfer 67.206.237 B3 5 Credits for withholding tax on bank interest income 11 TOTAL ASSETS (A+B) 1.724.475.848 C. SECURITIES ISSUED 1.669.640.000 C1 Class A notes 1.536.640.000 C2 Class B notes 130.000.000 C3 Class Z notes 3.000.000 D. FINANCING RECEIVED - E. OTHER LIABILITIES 54.835.848 E1 Due to finance companies 52 E2 Due to corporate management 45.482 E3 Due to suppliers 31.907 E4 Due to swap counterparty 51.702.574 E5 Due to CONSOB for surveillance fees 404.259 E6 Due to noteholders of Class Z notes for premium 1.103.457 E7 Accrued liabilities for interest on notes issued 1.548.117 TOTAL LIABILITIES (C+D+E) 1.724.475.848 DIFFERENCE (A+B-C-D-E) - TOTAL LIABILITIES 1.724.475.848 F. INTEREST EXPENSE ON NOTES ISSUED 2.651.574 F1 Class A notes 1.280.533 F2 Class B notes 267.584 F3 Class Z notes - Premium 1.103.457 G. COMMISSIONS AND FEES CHARGED TO THE 31.907 TRANSACTIN G1 Credit manager fees 329 G2 Noteholders’ representative fees 19.049 G3 Calculation and payment agent fees 12.279 G4 Other 250 H. OTHER CHARGES 123.206 H1 Chargeback of company management costs 45.482 H2 Interest Rate swap 6.774 H3 Amortisation of fees for placement of notes 70.318 H4 Amortisation of CONSOB surveillance fees 552 H5 Other costs 80 I. INTEREST GENERATED BY SECURITISED ASSETS 2.771.603 L. OTHER REVENUES 35.084 L1 Bank interest income 40 L2 Interest rate swap 35.044 RESULT OF THE SECURITISATION TRANSACTION (I+L-F-G-H) -
29 Casaforte S.r.l. – Financial statements as of 31 December 2010 Translation from the Italian original which remains the definitive version
The structure and form of the summary table are in line with those prescribed by the Bank of Italy’s instructions of 16 December 2009, which acknowledged, with respect to the separate portfolio, the general principles already indicated by the surveillance body in the proceedings dated 29 March 2000 – “Financial statements of credit securitisation companies”. Since the new securitisation transaction was started during the year 2010, it should be noted that the comparsion of the data with that of the prior year is not applicable. The valuation criteria used for the most significant items are described below.
A. Securitised assets – Credits The credits were booked at their sale price, corresponding to their presumable realisation value at the balance sheet date.
B. Uses of cash generated by credit management B3 1 Commission for placement of Notes and B3 2 CONSOB surveillance fees Such items are stated at historical cost. Amounts are entered net of amortisation allowances calculated in relation to the residual life of the notes issued. B3 3 Cash Equivalent Credits representing the balances in the Company’s bank accounts are stated in the balance sheet at their face value, which corresponds to their presumable realisation value; they include interest accrued at the balance sheet date.
B3 4 Due from Originator for collections to be received Receivables due from the Originator, stated at their presumable realisation value corresponding to their nominal value, represent the amount of sums to be collected at the closing date of these financial statements with reference to the collections of credits relating to the portfolio. B3 5 Credits for withholding tax on bank interest income This item relates to the credits accrued at the balance sheet date towards tax authorities for withholding tax on bank interest income accrued in the Company’s bank accounts. According to what stated in the Revenue Agency’s Circular no 77/E dated 4 August 2010, such credits can be fully deducted in the income tax return relating to the tax period in which the transaction will be closed.
30 Casaforte S.r.l. – Financial statements as of 31 December 2010 Translation from the Italian original which remains the definitive version
C. Securities issued Notes issued are stated at their corresponding nominal values. The belong to the category of asset-backed securities and are paid exclusively with the sums collected on the purchased receivables.
E. Other liabilities
Debts are stated at their face value. Accrued liabilities are calculated in relation to the period to which they pertain, applying the principle of correlation between costs and revenues arising in each period.
Interest, commissions, revenues and charges Such positive and negative items are accounted for on the accrual basis.
Other aspects No provision for taxes was made, considering that the securitisation transactions is neutral from a tax point of view, also in the light of the clarifications furnished by the competent Italian tax authorities. Tax withholdings were deducted from the interest income accrued on the company’s bank accounts.
A. Securitised assets The credits stated in this item refer to the sale price of such assets, amounting to Euro 1.669.640.000, net of the amounts pertaining to the fiscal year that the Originator transferred to the company as amortisation of the principal, by crediting to the Collection Account at the beginning of January 2011 a total amount of Euro 64.434.634.
B. Uses of cash The uses of cash comprise the items detailed in the following table:
Description 31.12.2010 Commission for placement of securities 51.560.482 CONSOB surveillance fees 403.707 Cash at MPS, a/c 8591758 (Collection Account) 100.045 Due from Originator for collections to be received 67.206.237 Credit for withholding tax on bank interest income 11 Total 119.270.482
31 Casaforte S.r.l. – Financial statements as of 31 December 2010 Translation from the Italian original which remains the definitive version
Commissions for placement of securities, equal to Euro 51.630.800 are stated net of the amortisation charge pertaining to the fiscal year, equal to Euro 70.318. The CONSOB surveillance fees, due by the company in the amount of Euro 404.259, pursuant to CONSOB’s resolution nos 17.600, 17.601 and 17.602 issued on 28 December 2010, for having concluded during 2010 the public offer of Class A notes, are stated net of the amortisation charge of the year, in the amount of Euro 552. The cash with MPS, a/c no 8591758, represents the balance of the Collection Account on which the amounts collected or recovered in relation to the portfolio of securitised credits and the other rights of the Issuer on the basis of what established in the Cash and Payment Management Contract are deposited. The credit with the Originator for collections to be received refers to the sums for collections pertaining to the fiscal year as advance of what due in relation to the Credits at the payment date of 31 December 2010, but not transferred yet by the Originator, for a total amount of Euro 67.206.237, of which Euro 64.434.634 in principal and Euro 2.771.603 in interest. The aggregate amount of withholding tax charged on bank interest income as of 31 December 2010 is Euro 11. Such amount was prudentially written down at the balance sheet closing date and the amount was accrued under provision for depreciation of accounts receivable for withholding tax on bank interest income stated under Other liabilities.
C. Securities issued
Description 31.12.2010 Class A notes 1.536.640.000 Class B notes 130.000.000 Class Z notes 3.000.000 Total 1.669.640.000 More in particular, the purchase of the portfolio was financed by the company by issuing on 22 December 2010 the following classes of securities: (i) €1.536.640.000 class A asset-backed notes, at a fix interest rate of 3,00% up to 30 June 2012 and subsequently at a floating interest rate, legal term 30 June 2040 (“Class A notes”), (ii) €130.000.000 class B asset backed notes, at a fix interest rate and incremental capital up to €235.000.000, legal term 30 June 2040 (“Class
32 Casaforte S.r.l. – Financial statements as of 31 December 2010 Translation from the Italian original which remains the definitive version
B notes”); (iii) €3.000.000 class Z asset backed variable premium notes, legal term 30 June 2040 (“Class Z notes”).
E. Other liabilities Other liabilities comprise the items detailed in the following table.
Description 31.12.2010 Due to Finance companies 52 Due to corporate management 45.482 Due to suppliers for invoices to be received 31.907 Due to swap counterparty 51.702.574 Due to CONSOB for surveillance fees 404.259 Due to holders of Class Z notes for Premium 1.103.457 Accrued liabilities for interest on notes issued 1.548.117 Total 54.835.848 The amounts due to Finance companies refer to the negative balances, for Euro 27, on bank account no 8592692 held with MPS, denominated Expense Account, to which the sums are credited which are necessary for the payment of the initial costs of the transaction, as well as eventual charges and costs due to the Issuer and payable in a date different from the Payment Date and, for Euro 25, on bank account no 859200 held with BNP Milan, denominated Payment Account, opened for the purpose of managing the payments to the Noteholders and other creditors. The amounts due to the corporate management refer to costs as of 31 December 2010, incurred for preserving the company’s existence, backcharged to the separate portfolio. The amounts due to suppliers refer to debts for invoices to be received, accrued at 31 December 2010, relating to costs for the fees due to the Noteholders Representative, Calculation and Payment Agent and Credit Manager, pertaining to the fiscal year, for which the invoices had not been received yet at the balance sheet date. The amounts due to the swap counterpart refer for Euro 51.695.800 to the Additional Flow Amount relating to the Interest Rate Swap (no 11880425), advanced by MPS on 22 December 2010 (which will be paid back on 30 June 2011), in order to enable the company to pay the commissions for the placement of the notes and to have the cash necessary for the initial costs and, Euro 6.774, for the accrual of the short coupon of the swap expense (Interest Rate Swap no 11880426), period of competence 22 December 2010 - 31 December 2010.
33 Casaforte S.r.l. – Financial statements as of 31 December 2010 Translation from the Italian original which remains the definitive version
The amount due to Consob for surveillance fees refers to the fees payable by the company, pursuant to CONSOB resolutions nos 17.600, 17.601 and 17.602 dated 28 December 2010, for having concluded during the year 2010 the public offer of Class A securities. The amounts due to the Holders of Class Z notes for Premium represent the accrual of an amount equal to the difference between positive and negative income components of the securitised management stated at the balance sheet date. Such amount was accrued in conformity with what established by the Ruling of the Securities with regard to the Order of payment priority. In particular, to the holders of Class Z notes exclusively a Premiums is granted with effect on Extraordinary Available Funds and a Premium with effect on Ordinary Available Funds, as defined in the Ruling of the Securities. Accrued liabilities for interest on Notes issued represent the interest expense accruing as of 31 December 2010 on notes issued, in particular Euro 1.280.533 on Class A notes and Euro 267.584 on Class B notes.
F. Interest expense on notes issued
Description 31.12.2010 Class A notes 1.280.533 Class B notes 267.584 Class Z notes - Premium 1.103.457 Total 2.651.574
G. Commissions and fees charged to the transaction Commissions and fees charged to the transaction are detailed in the following table:
Description 31.12.2010 Servicing commissions 329 Commissions due to the noteholders’ representative 19.049 Commissions due to Calculation and Payment Agent 12.279 Other amounts due 250 Total 31.907
H. Other charges Other charges are detailed in the following table:
Description 31.12.2010 Backcharged costs of corporate management 45.482 Interest Rate Swap 6.774 Amortisation of commission for placement of Notes 70.318 34 Casaforte S.r.l. – Financial statements as of 31 December 2010 Translation from the Italian original which remains the definitive version
Amortisation of CONSOB surveillance fees 552 Other costs 80 Total 123.206
I. Interest generated by the securitised assets This item, equal to Euro 2.771.603, comprises the interest accrued on securitised assets as of 31 December 2010.
L. Other revenues The particulars of this item are shown in the following table:
Description 31.12.2010 Bank interest income 40 Interest Rate Swap 35.044 Total 35.084 The item Interest Rate Swap income refer to the short coupon of the swap income (Interest Rate Swap no 11880426), period of competence 22 December 2010 - 31 Decembeer 2010, collected by the company on 31 December 2010.
QUALITATIVE INFORMATION F.2 Description of the transaction and its progress On 21 September 2010 Casaforte S.r.l. concluded a transaction (the’“Transaction”) pursuant to Law no 130 dated 30 April 1999, regarding monetary credits in principal, interest and other ancillary items relating to a mortgage financing contract stipulated on 3 July 2009, according to which Banca Monte dei Paschi di Siena S.p.A. (“Banca MPS” or the “Seller”) granted a mortgage financing to the debtor Perimetro Gestione Proprietà Immobiliari S.C.p.A. (the “Consortium”). Pursuant to the combined provisions of articles 1 and 4 of the Securitisation Law and article 58 of the Consolidated Text of Banking Laws, the company has bought all monetary credits in principal, interest and other ancillary items relating to the above mentioned Mortgage Financing Contract (the “Credits”), together with any collateral or personal guarantee supporting the Credits, with juridical and economic effect from 22 December 2010, issue date of the Notes (as described hereinafter). The Lease instalments relating to the realty represent the main source of cash flows necessary to satisfy the commitments assumed by the Consortium in relation to the Mortgage Financing Contract. The Issuer is entitled to withhold the Lease instalments thus
35 Casaforte S.r.l. – Financial statements as of 31 December 2010 Translation from the Italian original which remains the definitive version
collected and to use them for the payment of interest and the reimbursement of the principal, pursuant to the Mortgage Financing Contract. The price of the Credits comprised in the Portfolio was agreed in the aggregate amount of Euro 1.669.640.000,00, and was paid by the company in funds immediately available on 22 December 2010. Contextually with the payment of the price (but being expressly excluded any compensation in this respect), the seller transferred to the company the amount of Euro 67.206.237 as advance against what due in relation to the credits at the payment date of 31 December 2010, for interest and amortisation of the principal. Pursuant to articles 1 and 5 of Law no 130 dated 30 April 1999, the purchase of the Portfolio was financed by the Company by issuing three classes of securities as described hereinafter in paragraph F.4. On 5 November 2010 the informative prospectus (the “Prospectus”) was published by filing it with CONSOB, for the offer to the general public in Italy relating to the underwriting of Class A securities, offer which was closed on 29 November 2010. Class B and Class Z securities, with reference to which the Prospect was published solely for the purpose of article 2 of the Securitisation Law, are not subject to the offer to the general public, inasmuch as they are offered to professional and/or qualified investors. The documentation undersigned by the parties involved in the Transaction is the usual one for this kind of transactions, more in particular: - a sale agreement, on the basis of which the company and Banca MPS agreed upon the terms and conditions of the sale of the portfolio; the effectiveness of the portfolio sale pursuant to the contract is subject to the issuing of the Notes at the Issue Date and the completion of the necessary formalities; - a credit management agreement, pursuant to which the company has engaged the credit manager for the purpose of managing, in the name and on behalf of the company, the collection of the credits sold as well as cash and payment services; - a corporate services agreement, pursuant to which the corporate servicer received from the company and accepted the engagement to furnish certain administrative, corporate, accounting, regulation and other kind of services in relation to the transaction; - a cash and payment servicing agreement, ruling the functioning of the bank accounts opened in the name of the company as well as the movements and the investment of the sums collected by the company;
36 Casaforte S.r.l. – Financial statements as of 31 December 2010 Translation from the Italian original which remains the definitive version
- an agreement among the creditors, stipulated by all parties involved in the transaction in order to establish, among other issues, the order of priority according to which the sums collected by the company will be used for the payments to be made during the course of the transactions; - a pledge contract under Italian law, pursuant to which the company pledged in favour of the noteholders and the other creditors guaranteed by the company (i) the company’s credit rights towards the counterparties of the transaction and relevant to the contracts drawn up according to the Italian law in the context of the transaction, and (ii) the credit rights relating to the amounts from time to time deposited in the bank accounts opened in Italy in the name of the company; - a financial hedge contract stipulated between the company and the hedging counterparty, pursuant to which the company covered the financial risks caused by misalignment between the fix interest rate it will collect pursuant to the Financing contract and the floating interest rate due to the holders of Class A notes starting from 30 June 2012, - a guarantee contract under British laws, pursuant to which the company has set up a charge on the rights relating to the financial hedge contract and the rights relating to the amounts deposited on the bank accounts opened in Great Britain in the name of the Company, in favour of the financial heding counterparty and in the interest of the noteholders; - the Informative Prospectus drawn up in relation to the Offer of Class A notes, pursuant to the Securitisation Law and the Directive “ Prospetti 2003/71/CE”, and, only for the purpose of article 2 of the Securitisation Law, in relation to Class B and Class Z notes, published through filing with CONSOB on 5 November 2010 following the communication authorising the publishing by CONSOB with notice dated 3 November 2010, protocol no 10091148.
Progress of the transaction The transaction, perfected during the month of December 2010, is proceeding regularly. In particular the cash flows relating to the securitised portfolio realised during 2010 are slit up as follows: Euro 64.434.634 in principal and Euro 2.771.603 in interest.
F.3 Parties involved The following table evidences the different parties involved in the transaction.
• Casaforte S.r.l., a “Srl” (private limited company under Italian laws), set up pursuant to art 3 of Law 130/1999 (the “Securitisation Law”), with registered offices in via ISSUER Eleonora Duse 53, Roma, listed at no 03670580285 of the Rome Companies’ Register and at no 32933 in the general list of financial intermediaries kept by the Bank of Italy pursuant to art 106 of the Consolidated Text of Banking Laws (the “Company” or the
37 Casaforte S.r.l. – Financial statements as of 31 December 2010 Translation from the Italian original which remains the definitive version
“Issuer”).
• Banca Monte dei Paschi di Siena S.p.A., public limited company under Italian laws with registered offices in piazza Salimbeni 3, Siena, tax identification and Siena Companies’ Register no. 00884060526, VAT number, listed at no. 5274 in the list of banks kept by the Bank of Italy pursuant to art 13 of Law Decree no 385 1 September 1993 (the “Consolidated Text of Banking Laws”), and, as company part of the group Monte dei Paschi di Siena (the “Group MPS”), at no 1030.6 of the list of banking SELLER, groups (the “Seller”, as well as the “Credit Manager”, the “Cash Manager” and the CREDIT MANAGER “Transaction Bank”).
CASH MANAGER AND Description of functions performed:
TRANSACTION BANK (i) in its capacity as Credit Manager performs in the name and on behalf of the company and in the interest of the noteholders administration, management, credit collection and credit recovery activities, and
(ii) in its capacity as Cash Manager and Transaction Bank furnishes to the company cash and payment services relating to sums from time to time credited to the accounts that the company – in the context of the credit securitisation – has opened with Banca MPS;
• KPMG Fides Servizi di Amministrazione S.p.A., public limited company under Italian laws, registered offices in Via Vittor Pisani, 27, Milano, tax identification, VAT and Milan companies’ register number 00731410155 which is part of this deed and acts through its offices in Rome in via Eleonora Duse 53 (the “Corporate Services Provider”). CORPORATE SERVICES PROVIDER Description of functions performed: the Corporate Services Provider furnishes to the company administrative services, among which bookkeeping services, tax services, corporate services (such as, inter alia, keeping and updating of corporate books, convocation of the company’s management bodies and preparation of the minutes of the meetings, convocation and formalities relating to shareholders’ meetings and preparation of minutes of shareholders’ meeting, etc), preparation of the annual financial statements.
• WILMINGTON Trust SP Services (London) Limited, private limited company STICHTING under British laws, with registered offices in London, Fifth Floor, 6 Broad Street Place, PERIMETRO SERVICES EC2M 7JH, Great Britain ( “Stichting Perimetro Services provider”). PROVIDER Description of functions performed: the Stichting Perimetro services provider takes care of the documental, corporate and bookkeeping management of Stichting Perimetro.
PAYING AGENT • BNP Paribas Securities Services S.A., a bank set up and operating under the juridical form of société anonyme under French laws, with registered offices in 3, rue D’Antin, AND Paris, which acts for the purpose of this deed through its branch in Milan with registered offices in via Ansperto 5, tax identification and Milan Companies’ Register number CALCULATION AGENT 13449250151 (“BNP Paribas”), in its capacity as Calculation Agent (the
38 Casaforte S.r.l. – Financial statements as of 31 December 2010 Translation from the Italian original which remains the definitive version
“CALCULATION AGENT”) and payment agent (the “Payment Agent”).
Description of functions performed:
(i) in its capacity as Payment Agent it furnishes some cash and payment services, also in relation to sums from time to time credited to the accounts that the company – in the context of the credit securitisation – has opened c/o such Payment Agent; and
(ii) in its capacity as Calculation Agent it furnishes to the Company some calculation services according to the terms and conditions set forth in this contract.
• KPMG Fides Servizi di Amministrazione S.p.A., public limited company under Italian laws, registered offices in Via Vittor Pisani, 27, Milano, tax identification, VAT and Milan companies’ register number 00731410155 (the “Common COMMON Representative”). REPRESENTATIVE Description of functions performed: the Common Representative acts in representation of the Notesholders and the other creditors guaranteed by the company, taking care of their interest and protecting their rights, when necessary..
• MPS Capital Services Banca per le Imprese S.p.A., with registered offices in Via Pancaldo 4, Florence, share capital Euro 276.434.746,28 fully paid in, listed in the Companies’ Register of Florence, Tax identification and VAT number 00816350482, PARTY IN CHARGE OF listed at no 4770 of the List of Banks kept by the Bank of Italy, being part of the PLACEMENT AND banking group Monte dei Paschi di Siena, listed at 1030 of the list of banking groups DEALER (“MPSCS”).
(CLASS A NOTES) Description of functions performed: the party takes care of coordinating and managing, directly and indirectly, through other intermediaries in charge of the placement (the “Dealers) the Offer and the Placement.
• Banca Monte dei Paschi di Siena S.p.A with registered offices in Siena, Piazza Salimbeni 3, share capital Euro 4.502.410.157,20 fully paid in, listed in the Companies’ Register of Siena, tax identification and VAT number 00884060526, listed at 5274 in the list of banks kept by the Bank of Italy, being part of the banking group Montepaschi, listed at 1030 of the list of banking groups;
• Banca Antonveneta S.p.A., with registered offices in Padua, Piazzetta Turati 2, share DEALERS capital euro 1.006.300.000,00 (I.v.) - tax identification, VAT and Padua companies’ register number 04300140284, Sole Shareholder company subject to management and (CLASS A NOTES) coordination by Banca Monte dei Paschi di Siena S.p.A., listed in the list of banks kept by the Bank of Italy; and
• Biverbanca S.p.A., with registered offices in Via Carso 15, Biella, share capital euro 117.500.000,00, tax identification, VAT and Biella companies’ register number 01807130024, company subject to management and coordination by Banca Monte dei Paschi di Siena S.p.A., listed in the list of banks kept by the Bank of Italy.
Description of functions performed: are the parties liable and engaged for the placement of
39 Casaforte S.r.l. – Financial statements as of 31 December 2010 Translation from the Italian original which remains the definitive version
Class A notes.
• MPS Capital Services Banca per le Imprese S.p.A., with registered offices in Via Pancaldo 4, Florence, share capital Euro 276.434.746,28 fully paid in, listed in the Companies’ Register of Florence, Tax identification and VAT number 00816350482, DEALERS listed at no 4770 of the List of Banks kept by the Bank of Italy, being part of the banking group Monte dei Paschi di Siena, listed at 1030 of the list of banking groups (CLASS B NOTES) (“MPSCS”).
Description of functions performed: is the party liable and engaged for the placement of Class B notes.
• Banca Monte dei Paschi di Siena S.p.A with registered offices in Siena, Piazza Salimbeni 3, share capital Euro 4.502.410.157,20 fully paid in, listed in the Companies’ Register of Siena, tax identification and VAT number 00884060526, listed at 5274 in DEALERS the list of banks kept by the Bank of Italy, being part of the banking group (CLASS Z NOTES) Montepaschi, listed at 1030 of the list of banking groups.
Description of functions performed: is the party liable and engaged for the placement of Class Z notes.
• Mediobanca – Banca di Credito Finanziario S.p.A., with registered offices in Piazzetta E. Cuccia 1, Milano.
• Banca Monte dei Paschi di Siena S.p.A., with registered offices in piazza Salimbeni 3, ARRANGERS Siena.
Description of functions performed: are the parties liable for the structuring of the transaction.
Moreover, the shareholders’ meeting dated 8 March 2011 resolved the assign the engagement of legal control of the accounts pursuant to Law Decree no 39 dated 27 January 2010 for the fiscal years 2010-2018 to the company Reconta Ernst &Young S.p.A.
F.4 Characteristics of the issues
CLASS A ASSET-BACKED NOTES CLASS B ASSET-BACKED NOTES CLASS Z ASSET-BACKED NOTES
Currency EURO EURO EURO
1.536.640.000 (no. 1.536.400 notes, 130.000.000 (no. 520 notes, nominal 3.000.000 (no 3.000 notes, nominal Issue amount nominal value € 1.000 each) value € 250.000 each) (1) value € 1.000 each)
A premium is exclusively granted to the Fix. Also a premium is granted to the holders of Class Z notes, out of the holders of Class B notes, out of the Extraordinary Available Funds, and a Interest rate floating Ordinary Funds, as provided for in the Premium out of the Ordinary Available corresponding Order of Priority. Funds, as provided for in the corresponding Order of Priority.
40 Casaforte S.r.l. – Financial statements as of 31 December 2010 Translation from the Italian original which remains the definitive version
Equal to 3,00% p.a. up to 30 June 2012 (included) and subsequently equal to the sum of the Rate of Reference, from Up to the Payment Date in which Class time to time applicable, and the Margin A notes are fully repaid (included): (1,05% p.a.). The Rate of Reference (a) for a quote corresponding corresponds to EURIBOR six-month solely to the Initial Nominal Value of applicable on the Day of the Quotation, Class B, equal to 7,41% p.a; and or a different rate determined by the (b) for a quote corresponding to Parameter Calculation Agent pursuant to Clause the full Effective Nominal Value of (see note 3) 7.6 (trigger event) of the Ruling of the Class B, equal to 2,94% p.a; Securities. Limited to the first interest Starting from the payment date in period, the rate of reference will be that which Class A notes have been fully determined through the linear repaid (excluded), equal to 2,94% p.a. interpolation method between the (calculated on the Effective Nominal EURIBOR rate for the immediately Value of Class B). (2) shortest period and the Euribor rate for the immediately longest period.
Coupon Six-monthly Six-monthly Six-monthly
Legal term 30 years (to 30 June 2040) 30 years (to 30 June 2040) 30 years (to 30 June 2040)
From 31 December 2014. The notes From 31 December 2030. The notes In a single solution at the final term (30 are limited recourse notes, therefore the are limited recourse notes, therefore the June 2040), according to the Order of Repayment repayment of principal will be from repayment of principal will be from Payment Priority of payments stated in time to time due and collectible only time to time due and collectible only the Ruling of the Securities. within the limits of the available funds. within the limits of the available funds.
Initial rating A- by Fitch Ratings Limited Un-rated Un-rated (1)
Current rating A- by Fitch Ratings Limited Un-rated Un-rated
No listing on a regular stock market No listing on a regular stock market No listing on a regular stock market was Listing was requested. was requested requested
Applicable Italian Italian Italian law
(1) At each Payment Date up to the date in which Class A notes were fully repaid (included), each holder of Class B notes shall pay to the Issuer an amount increasing the nominal value of Class B notes determined as result of: (i) Effective Nominal Value of Class B; (ii) 2,94% p.a.; and (iii)the number of days past since the immediately preceding Payment Date (or, in the case of the first Payment Date, since the Issue Date); on the conventional basis of 360 days per year and 30 days per month, with rounding to the next cent of Euro. The amount thus determined and payable upon request of the Issuer at each Payment Date is indicated as “Incremental Value of Class B notes” (up to a maximum amount of €235.000.000).
(2) Premium with reference to Class B notes: an amount equal to the difference, if positive, between the Ordinary Available Funds at a certain Payment Date – starting from 31 July 2033 – and the amount of all payments due to the Issuer pursuant to items from (i) to (x), paragraph a), of the Order of Priority stated under Clause 6.1 of the Ruling of the Securities; and (ii) an amount equal to the difference, if positive, between the Available Funds at a certain Payment Date – starting from 31 July 2033 – and the amount of all payments due to the Issuer pursuant to items from (i) to (viii) of the Order of Priority stated under Clause 6.4 of the Ruling of the Securities; It is understood that the maximum Premium distributable may not exceed the aggregate amount €15.500.000;
(3) Premium with reference to Class Z notes: (i) with effect on Ordinary Available Funds, an amount equal to the difference, if positive, between the Ordinary Available Funds at a certain Payment Date and the amount of all payments due to the Issuer pursuant to items from (i) to (x) of the Order of Priority stated under Clause 6.1 of the Ruling of the Securities (or items from (i) to (vi) of the Order of Priority stated under Clause 6.3 of the Ruling of the Securities); (ii) with effect on Extraordinary Available Funds, , an amount equal to the difference, if positive, between the Extraordinary Available Funds at a certain Payment Date and the amount of all payments due to the Issuer pursuant to items from (i) to (iii) of the Order of Priority stated under Clause 6.2 of the Ruling of the Securities; and (iii) with effect on Available Funds, an amount equal to the difference, if positive, between the Available Funds at a certain Payment Date and the amount of all payments due to the Issuer pursuant to items from (i) to (xii) of the Order of Priority stated under Clause 6.4 of the Ruling of the Securities; It is understood that, with reference to the preceding paragraph (b)(i), the maximum Premium distributable at each Payment Date shall never exceed the amount calculated as follows: €2.500.000 multiplied by the ratio between Residual Lease and Initial Lease.
41 Casaforte S.r.l. – Financial statements as of 31 December 2010 Translation from the Italian original which remains the definitive version
According to what provided for by art 2/4 of the Securitisation Law for Securities relating to securitisation transactions offered to non professional investors, the merit of the credit of Class A notes was subjected to analysis and valuation by Fitch Ratings Ltd., a rating agency operating on international financial markets, in possession of the requirements of professional competence and independence requested in CONSOB’s resolution no 12175 relating to the Implementation Ruling of art 2/5 of the Securitisation Law. In conformity with the afore mentioned CONSOB resolution no 12175, the performance of Class A notes was subjected to an analysis by Fitch Ratings Ltd, registered offices in 101 Finsbury Pavement, London EC2A 1RS, Great Britain. At the date of the Prospectus, the Rating Agency assigned to Class A notes the rating “expected” in line with that of Banca MPS, presently equal to A- (A less). Such rating is defined as “expected” since it is subject to the effective issuing of Class A notes, on the assumption that during the Offer Period no significant changes are made to the contracts signed at the Date of Stipulation and that in the meantime the rating of Banca MPS does not change. Full details of the ratings adopted by Fitch Ratings are furnished in the document “Definitions of Ratings and Other Forms of Opinion” published and consultable on the internet www.fitchratings.com. The valuation of Class A notes by the Rating Agencies was made by examining the legal and financial profiles of the transaction, based on the expected cash flows and tied assets as guarantee of the payment of interest and repayment in principal of the notes, and taking in account the commitments assumed by Banca MPS towards the debtor Consortium pursuant to the Commitment BMPS. In particular, the link between the rating of Class A notes and the rating of Banca MPS (so-called full credit-link) was valued as existing – even in lack of a direct guarantee with reference to Class A notes by Banca MPS – in the light of the payment obligations assumed in the context of the transaction by Banca MPS and by other companies of the MPS group, in different capacities and on different levels, in a direct manner (payment of lease instalments and other amounts due to the Consortium as tenant; payment of contributions and other amounts due to the Consortium as associated partners, payment of amounts due to the Issuer pursuant to the Finance Hedging Contract, payment of amounts to the Consortium pursuant to the Contract of Deposit) and in a joint manner (Commitment BMPS)3. It should be noted that the rating does not represent an urging for purchase, sale or possession of financial instruments, nor does it express any valuation on the price of the notes, the advisability
3 Informative Prospectus Class A notes, Second Part – Informative Note, § 7.4. 42 Casaforte S.r.l. – Financial statements as of 31 December 2010 Translation from the Italian original which remains the definitive version
to invest in the notes for a particular type of investors, the tax treatment of payments made for the notes, and it can be revised or revoked by the parties which assigned the relative rating. Up to the redemption of the notes, the Rating Agency will monitor periodically the progress of the securitisation transaction and in particular the progress of recoveries and collections. Expected amortisation plan of Class A and Class B notes at issue date
Notional reference Notional reference Repayment of Payment date Repayment of Class A Class A Class B Class B 30-6-11 1.536.640.000 - 132.006.550 - 31-Dec-11 1.536.640.000 - 133.947.046 - 30-June-12 1.536.640.000 - 135.916.068 - 31-Dec-12 1.536.640.000 - 137.914.034 - 30-June-13 1.536.640.000 - 139.941.370 - 31-Dec-13 1.536.640.000 - 141.998.509 - 30-June-14 1.536.640.000 - 144.085.887 - 31-Dec-14 1.536.640.000 334.983.312 146.203.949 - 30-June-15 1.201.656.688 37.675.309 148.353.147 - 31-Dec-15 1.163.981.379 37.733.173 150.533.938 - 30-June-16 1.126.248.206 37.782.741 152.746.787 - 31-Dec-16 1.088.465.466 37.842.937 154.992.165 - 30-June-17 1.050.622.529 37.895.089 157.270.550 - 31-Dec-17 1.012.727.439 37.957.730 159.582.427 - 30-June-18 974.769.709 38.012.578 161.928.289 - 31-Dec-18 936.757.132 38.077.779 164.308.635 - 30-June-19 898.679.353 38.135.443 166.723.971 - 31-Dec-19 860.543.910 38.203.327 169.174.814 - 30-June-20 822.340.583 38.263.932 171.661.684 - 31-Dec-20 784.076.651 38.334.626 174.185.110 - 30-June-21 745.742.025 38.398.301 176.745.631 - 31-Dec-21 707.343.724 38.471.938 179.343.792 - 30-June-22 668.871.785 38.538.819 181.980.146 - 31-Dec-22 630.332.966 38.615.539 184.655.254 - 30-June-23 591.717.427 38.685.771 187.369.686 - 31-Dec-23 553.031.656 38.765.720 190.124.021 - 30-June-24 514.265.936 38.839.448 192.918.844 - 31-Dec-24 475.426.488 38.922.778 195.754.751 - 30-June-25 436.503.710 39.000.161 198.632.346 - 31-Dec-25 397.503.549 39.087.032 201.552.241 - 30-June-26 358.416.517 39.168.232 204.515.059 - 31-Dec-26 319.248.285 39.258.810 207.521.431 - 30-June-27 279.989.475 39.343.997 210.571.996 - 31-Dec-27 240.645.479 39.438.457 213.667.404 - 30-June-28 201.207.022 39.527.809 216.808.315 - 31-Dec-28 161.679.213 39.626.334 219.995.397 - 30-June-29 122.052.879 39.720.038 223.229.329 - 31-Dec-29 82.332.841 39.822.818 226.510.800 - 30-June-30 42.510.022 39.921.069 229.840.509 - 31-Dec-30 2.588.954 2.588.954 233.219.165 37.439.350 43 Casaforte S.r.l. – Financial statements as of 31 December 2010 Translation from the Italian original which remains the definitive version
30-June-31 - - 195.779.814 41.220.904 31-Dec-31 - - 154.558.910 41.028.773 30-June-32 - - 113.530.138 40.827.346 31-Dec-32 - - 72.702.792 40.629.326 31-July-33 - - 32.073.466 32.073.466
Allocation of flows generated by the portfolio Until the Issuer has not received the Communication of a Determinant Event, the Ordinary Available Funds, as calculated at each Determination Date, shall be used by the Issuer, or on behalf of the latter, at the following Payment Date for the purpose of making the payments due to the Noteholders and the other Creditors of the Issuer on the basis o the following order of priority: (i) for the payment, to be made on an equal basis and proportionally to the relative amount: (a) of taxes and any other cost or expenditure incurred for preserving the status of the Issuer as credit securitisation company pursuant to Law 130/99 (comprising, for sample purposes, eventual notary fees or fees due to the auditors); (b) of other costs incurred in relation to the securities (comprising, for example purposes, the costs incurred for eventual communications to the Noteholders); (c) of any other amount due for whatsoever reason to eventual third party creditors of the Issuer (other than the other Creditors of the Issuer) in relation to the Securitisation; within the limit that the funds credited to the Expense Account were insufficient for the purpose of covering such costs during the immediately preceding Interest Period; (ii) for crediting to the Expense Account the amount necessary for replenishing the Fund for Expenses up to the amount of € 100.000; (iii) for the payment of all amounts for any reason due to the Common Representative in relation to the Documents of the Transaction and the Securitisation; (iv) for the payment, to be made on an equal basis and proportionally to the relative amount, of all sums due for any reason to the Agents, the Credit Manager, the
44 Casaforte S.r.l. – Financial statements as of 31 December 2010 Translation from the Italian original which remains the definitive version
Corporate Servicer and the Rating Agency in conformity with the Documents of the Transaction; (v) for the payment, to be made on an equal basis and proportionally to the relevant amounts due for any reason to the Finance Hedging counterparty pursuant to the Finance Hedging Contract, except for the amounts eventually due following the resolution of the Finance Hedging Contract attributable to the Finance Hedging counterparty; (vi) for the payment of all amounts due for interest on Class A notes; (vii) the payment of all amounts due for interest on Class B notes; (viii) before the Payment Date falling on 31 December 2014, for depositing on the Accumulation Account an amount up to the amount foreseen in the Expected Plan of Amortisation; (ix) starting from the Payment Date falling on 31 December 2014: (a) for the repayment of the principal of Class A notes up to the extent of the Planned Maximum Repayment; or (b) for the repayment of the principal of Class A notes without limits, in the case of (a) optional early repayment of the Financing or (b) collection by the Issuer of an indemnity pursuant to the Documents of the Transaction (different from the Financing Contract); (x) after the full repayment of Class A notes: (a) for the repayment of principal of Class B notes up to the extent of the Maximum Repayment Planned, at the condition that, up to the date falling eighteen months after the Crystallisation Date of Class B, the amount from time to time repaid does not exceed the Maximum Repayable amount, and in sub-order (b) starting from the Payment Date falling on 31 July 2033, for the payment of the Premium relating to Class B notes; (xi) for payment of the premium relating to Class Z notes; (xii) for the payment, to be made on an equal basis and proportionally to the relative amount, of the amounts due for any reason to the Finance Hedging Counterparty pursuant to the Finance Hedging Contract, if they are due following the resolution
45 Casaforte S.r.l. – Financial statements as of 31 December 2010 Translation from the Italian original which remains the definitive version
of the Finance Hedging Contract attributable to the Financial Hedging counterparty; (xiii) at the Legal term, after the full repayment of Class A notes and Class B notes, for repayment of the principal of Class Z notes. Until the Issuer has not received the Communication of a Determinant Event, the Extraordinary Available Funds, as calculated at each Determination Date, shall be used by the Issuer, or on behalf of the latter, at the following Payment Date for the purose of making the payments due to the Noteholders and the other Creditors of the Issuer on the basis of the following order of priority: (i) for the payment, to be made on an equal basis and proportionally to the relative amount: (a) of what due to the Finance Hedging Counterparty, against the reduction of the notional amount of the Finance Hedging Contract following a partial compulsory early repayment of the Financing; (b) for the payment or the reimbursement of any other cost incurred or to be incurred by the Issuer against the partial compulsory early repayment of the Financing; (ii) subsequently to the Initial period, for the repayment of the principal of Class A notes; (iii) subsequently to the Initial Period and following the full repayment of Class A notes, for the repayment of Class B notes, at the condition that, up to the date falling eighteen months after the Crystallisation Date of Class B, the amount from time to time repaid does not exceed the Maximum Repayable Amount; and (iv) for the payment of the Premium relating to Class Z notes; It is understood that: (a) with reference to item (iii) above, the amounts in excess of the Maximum Repayable Amount will be repaid prior to the following Payment Date at the date falling respectively eighteen months after the Crystallisation Date of Class B; (b) at each Payment Date, the amounts payable by the Issuer in relation to items (ii) and (iii) do not exceed the Target Amount calculated for such Payment Date; (c) before the end of the Initial Period, the Extraordinary Available Funds as determined above up to the limit of the Target Amount will be deposited on the Accumulation 46 Casaforte S.r.l. – Financial statements as of 31 December 2010 Translation from the Italian original which remains the definitive version
Account and, at the first Payment Date following the end of the Initial Period, will be used for repaying the principal of Class A notes, and then the principal of Class B notes. Starting from the Payment Date falling on 31 July 2033 (excluded), at the condition that: (a) Class A and Class B notes have been fully repaid; and (b) the Issuer has not received the Communication of a Determinant Event; The available funds, as calculated at each Determination Date, shall be used by the Issuer, or on behalf of the latter, at the following Payment Date for the purpose of making the payments due to the Noteholders and the other Creditors of the Issuer according to the following order of priority: (i) for the payment, to be made on an equal basis and proportionally to the relevant amount: (a) of taxes and any other cost or expenditure incurred for preserving the status of the Issuer as credit securitisation company pursuant to Law 130/99 (comprising, for example purposes, eventual notary fees or fees due to the auditors); (b) of other costs incurred in relation to the securities (comprising, for example purposes, the costs incurred for eventual communications to the Noteholders); (c) of any other amount due for whatsoever reason to eventual third party creditors of the Issuer (other than the other Creditors of the Issuer) in relation to the Securitisation; within the limits that the funds for Expenses credited to the Expense Account are insufficient for covering such costs during the immediately preceding Interest Period; (ii) for crediting to the Expense Account the amount necessary for replenishing the Fund for Expenses up to the amount of € 100.000; (iii) for the payment of all amounts for any reason due to the Common Representative in relation to the Documents of the Transaction and the Securitisation; (iv) for the payment, to be made on an equal basis and proportionally to the relative amount, of all sums due for any reason to the Agents, the Credit Manager and the Corporate Servicer in conformity with the Documents of the Transaction; (v) for the payment of the Premium relating to Class Z notes; 47 Casaforte S.r.l. – Financial statements as of 31 December 2010 Translation from the Italian original which remains the definitive version
(vi) for the payment of all amounts due for interest on Class Z notes; It is understood that any eventual residual amount will be paid to the holders of Class Z notes as Premium. F.5 Ancillary financial transactions Interest rate swap To hedge the interest rate risk caused by misalignment between the fix interest rate it will collect pursuant to the Financing contract and the floating interest rate due to the holders of Class A notes starting from 30 June 2012, Casaforte S.r.l. concluded with Banca Monte dei Paschi di Siena S.p.A. a financial hedge contract.
F.6 Buyer’s operating powers The operating powers of Casaforte s.r.l. (as buyer and issuer) are limited by its by-laws. In particular, art 3 reads as follows: “The sole purpose for which the Company was formed is to consummate one or more credit- securitisation transactions pursuant to Law 130 dated April 30, 1999 through the purchase (by the Company or by another company formed pursuant Law 130/99) of extant or future monetary credits, identifiable as a block if multiple, with funds obtained through the issuance (by the Company or by another company formed pursuant Law 130/99) of the types of securities listed in art. 1.1(b) and art. 5 of Law 130/99. In conformity with the provisions of Law 130/99, the credits involved in each securitisation transaction shall constitute an asset portfolio separate to all intents and purposes from the Company’s assets and from those related to any other securitisation transaction consummated by the Company. Each separate asset portfolio shall be used exclusively to satisfy the rights attached to the securities issued by the Company or another company to finance the purchase of the credits included in the separate portfolio and to pay the costs of the relevant securitisation transaction. No claims may be laid on each separate portfolio by creditors other than the holders of the Securities issued for financing the above mentioned credits. Within the limits allowed by the provisions of Law 130/99, the Company may consummate ancillary transactions intended to carry its securitisation transactions into effect or in any case instrumental to the achievement of its corporate purpose, may reinvest in other financial assets any of the funds generated through management of the purchased credits that are not immediately used to satisfy rights attached to the securities
48 Casaforte S.r.l. – Financial statements as of 31 December 2010 Translation from the Italian original which remains the definitive version
The company may also realise transactions with a revolving structure, ie transactions which provide for the utilisation of collections deriving from the management of the credits purchased before or contemporaneously with the issue of securities for the purchase of additional credits. Pursuant to article 3 of Law130/1999, also such additional credits shall constitute a separate portfolio on which no claims may be laid by creditors other than the holders of the securities issued within the same transaction. In the context of the securitisation transactions realised by it, the company may engage third parties for the collection of the credits purchased and for cash and payment services and may also transfer the credits purchased as well as any other activity allowed by Law 130/1999”.
QUANTITATIVE INFORMATION Unless stated differently, the values in this Section are stated in thousands of Euro.
F.7 Flow data related to the credits
The following table provides information on increases and decreases in the securitised assets from the start of the transaction to 31 December 2010.
Balances 22 Decreases Balances 31 Increases Description December for amounts December for interest 2010 collected (*) 2010
Credits - principal 1.669.640.000 0 (64.434.634) 1.605.205.366 Interest accrued in the year 0 2.771.603 (2.771.603) 0 Total 1.669.640.000 2.771.603 (67.206.237) 1.605.205.366 (*) The decreases for amounts collected refer to the amount that the Originator transferred to the company by crediting the Collection Account at the beginning of January 2011, as prepayment of what due in relation to the Credits at the payment date of 31 December 2010, for interest and amortisation of the principal, for a total amount of Euro 67.206.237. F.8 Evolution of past-due credits At the balance sheet date there are no past-due credits.
F.9 Cash flows The following table shows the year’s cash flows.
Description Cash flows 2010
49 Casaforte S.r.l. – Financial statements as of 31 December 2010 Translation from the Italian original which remains the definitive version
Opening cash (at 22 December 2010) 0 Additional Flow Amount Interest Rate Swap (no 11880425) 51.695.800 Short Coupon Interest Rate Swap (no 11880426) 35.044 Bank interest income, net of withholding taxes 29 Commissions for placement of Class A and Class B notes (51.630.800) Bank charges (80) Closing cash (*) 99.993
(*)The net amount of the closing cash is stated under “Due to finance companies” reclassified under item E 1 of the Enclosure, for Euro 52.
F.10 Status of guarantees and liquidity facilities Reference is made to the contents of section F5.
F.11 Distribution by residual life The following table shows the securitised assets existing at 31 December 2010, as classified by their residual life. Gross balance at Residual life Percentage % 31.12.2010 Up to 3 months - - 3 to 6 months - - 6 to 12 months - - 12 to 60 months - - Over 60 months 1.605.205.366 100% Undetermined - - Total 1.605.205.366 100%
F.12 Distribution by geographic location
All the credits are denominated in euros and all the debtors are residents of Italy.
F.13 Risk concentration
The following table shows the degree to which the portfolio was fractioned at 31 December 2010.
2% of the total portfolio amounts to Euro 32.104.107.
Gross book Number of Range balance at positions 31.12.2010
0-25.000 - - 25.000-75.000 - - 75.000-250.000 - - Over 250.000 1 1.605.205.366 Total 1 1.605.205.366 50 Casaforte S.r.l. – Financial statements as of 31 December 2010 Translation from the Italian original which remains the definitive version
Section 3 – Information on risks and hedging policies The risks and the relevant hedging policies are exclusively tied to the securitisation activity performed by the company. Hence no risk management has to be pointed out.
Section 4 – Information on net worth
4.1.1 Qualitative information
The Shareholders’ equity exclusively comprises the share capital.
In compliance with the by-laws and in conformity with the provisions of Law 130/99 and the
relevant implementation measures, the credits purchased by the Company in the context of each
securitization transaction shall constitute an asset portfolio separate to all intents and purposes
from the Company’s assets. Each separate asset portfolio shall be used solely to satisfy the rights
incorporated in the securities issued by the Company to finance the purchase of the credits
contained in the aforesaid portfolio, and to pay the costs of the relevant securitisation transaction.
Therefore no claims may be laid on each separate portfolio by creditors other than the holders of
the Securities issued.
The Company’s net worth requirements are conform with the provisions issued by the Bank of
Italy in relation to the company’s business scope and business activity.
4.1.2 Quantitative information
4.1.2.1 Company’s net worth: composition Items/Values 2010 2009 1. Share capital 100.000 100.000 2. Share issue premiums 3. Reserves 7.318 3.541 - income reserves 6.932 3.344 a) legal 386 197 b) statutory c) treasury shares d) other - other 4. (Treasury shares) 5. Valuation reserves (5.521) (5.521) - Financial assets available for sale - Tangible assets - Intangible assets - Foreign investment hedges
51 Casaforte S.r.l. – Financial statements as of 31 December 2010 Translation from the Italian original which remains the definitive version
- Financial flow hedges - Exchange differences Non current assets and groups of assets being disposed of - Special revaluation laws - actuarial gains/losses related to defined-benefit pension plans - Portion of valuation reserves related to shareholdings valued by the equity method 6. Capital instruments 7. Profit (loss) of the year - 3.777 Total 101.797 101.797 Section 5 – Analytic table of comprehensive income
Net Items Gross amount Income tax amount
10. Profit (loss) for the year 447 (447) 0
Other income components
20. Financial assets available for sale:
a) changes in fair value
b) reversed to profit and loss account
- adjustments for deterioration
- gains/losses on realisation
c) other changes
30. Tangible fixed assets
40. Intangible fixed assets
50. Hedging of foreign investments:
a) changes in fair value
b) reversed to profit and loss account
c) other changes
60. Hedging of financial flows:
a) changes in fair value
52 Casaforte S.r.l. – Financial statements as of 31 December 2010 Translation from the Italian original which remains the definitive version
b) reversal to profit and loss account
c) other changes
70. Currency exchange differences:
a) changes in fair value
b) reversal to profit and loss account
c) other changes Noncurrent assets being 80. divested: a) changes in fair value
b) reversal to profit and loss account
c) other changes Actuarial gains (losses) on defined- 90. benefit plans Portion of reserves from valuations of 100. equity investments:
a) changes in fair value
b) reversal to profit and loss account
- adjustments for deterioration
- gains/losses on realisation
c) other changes
110. Total other income components 0 0 0
Comprehensive income (item 120. 447 (447) 0 10+110)
Section 6 – Transactions with related parties
6.1 – Information on the remuneration of managers holding strategic responsibilities
No managers other than the Sole Director were appointed.
No fees due to the Sole Director were resolved.
53 Casaforte S.r.l. – Financial statements as of 31 December 2010 Translation from the Italian original which remains the definitive version
6.2 – Loans and guarantees given to directors and statutory auditors
No guarantees have been given as of 31 December 2010.
6.3 Information on transactions with related parties
There are no transactions with related parties.
Section 7 – Other information
7.1 Number of employees
The company had no employees during the year 2010. Its administrative activity was outsourced
to a third party. 7.2 Fees to the audit firm The annual fees due to the audit firm Reconta Ernst & Young S.p.A. amount to Euro 36.000 (net of VAT and expenditure refund), for the audit of the financial statements of the year, the control of the regular keeping of the accounts and of the correct assessment of all transactions in the bookkeeping records, and the attestation of tax returns. ****************
These financial statements provide a fair and truthful view of the Company’s financial position
and the economic result for the period.
The Sole Director
Marc Bruno Zanelli
54 Casaforte S.r.l. – Financial statements as of 31 December 2010
Annex 4 THE TRANSLATION OF THE INDEPENDENT AUDITORS’ REPORT
ON THE ISSUER FINANCIAL STATEMENTS AS OF 31 DECEMBER 2009
IV
Annex 5 THE TRANSLATION OF THE INDEPENDENT AUDITORS’ REPORT
ON THE ISSUER FINANCIAL STATEMENTS AS OF 31 DECEMBER 2010
V