WWW.THESIS.XLIBX.INFO
FREE ELECTRONIC LIBRARY - Thesis, documentation, books
 
<< HOME
CONTACTS



Pages:     | 1 | 2 || 4 | 5 |   ...   | 32 |

«Carrera Capital Finance Limited (incorporated with limited liability in Jersey) and Carrera Capital Finance LLC (organized with limited liability in ...»

-- [ Page 3 ] --

PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A. FOR A

DESCRIPTION OF THESE AND CERTAIN FURTHER RESTRICTIONS ON OFFERS AND

SALES OF THE NOTES AND DISTRIBUTION OF THIS BASE PROSPECTUS, SEE

"SUBSCRIPTION AND SALE". NEITHER CARRERA CAPITAL FINANCE LIMITED (THE

"ISSUER") NOR CARRERA CAPITAL FINANCE LLC (THE "CO-ISSUER") HAS

REGISTERED AND DOES NOT INTEND TO REGISTER AS AN INVESTMENT COMPANY

UNDER THE UNITED STATES INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE

"INVESTMENT COMPANY ACT"), IN RELIANCE ON THE EXCEPTION PROVIDED BY

SECTION 3(c)(7) OF THE INVESTMENT COMPANY ACT.

AVAILABLE INFORMATION

To permit compliance with Rule 144A under the Securities Act in connection with the sale of the Notes, the Issuer and, if applicable, the Co-Issuer will furnish, upon request of a holder of a Note, to such holder or prospective purchaser designated by such holder, as the case may be, the information required to be delivered under Rule 144A(d)(4) under the Securities Act if at the time of the request the Issuer or, if applicable, the Co-Issuer is not a reporting company under Section 13 or Section 15(d) of the United States Securities Exchange Act of 1934, as amended (the "Exchange Act"), or not exempt from reporting pursuant to Rule 12g3-2(b) under the Exchange Act. All information made available by the Issuer pursuant to the terms of this paragraph may also be obtained during usual business hours free of charge at the specified office of the Principal Paying Agent. Notwithstanding the foregoing, the Issuers agree to furnish the information required to be delivered under Rule 144A(d)(4) under the Securities Act for so long as the Issuers rely on Section 3(c)(7) of the Investment Company Act.

–  –  –

PROGRAMME SUMMARY

RISK FACTORS

SUPPLEMENTAL PROSPECTUS

TERMS AND CONDITIONS OF THE NOTES

USE OF PROCEEDS

FORM OF FINAL TERMS

SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM......... 80 DESCRIPTION OF THE ISSUER AND THE CO-ISSUER

THE ISSUER'S BUSINESS

DESCRIPTION OF THE MANAGER

DESCRIPTION OF THE MANAGEMENT AGREEMENT

THE ADMINISTRATION AGREEMENT

THE SECURITY AND ITS ENFORCEMENT

TAXATION

SUBSCRIPTION AND SALE

CERTAIN ERISA AND OTHER CONSIDERATIONS

GENERAL INFORMATION

CERTAIN DEFINITIONS

–  –  –

The following general description is a summary only and is taken from, and is qualified in its entirety by the remainder of this Base Prospectus and, in relation to the terms and conditions of any particular Note, the relevant Final Terms. It should be read as an introduction to this Base Prospectus and any decision to invest in any Notes should be based on consideration of this Base Prospectus as a whole by any investor. No civil liability will attach to the Issuer or the Co-Issuer in any Member State of the European Economic Area in respect of this general description, including any translation hereof, unless it is misleading, inaccurate or inconsistent when read together with the other parts of this Base Prospectus. Where a claim relating to the information contained in this Base Prospectus is brought before a court in a Member State of the European Economic Area, the claimant may, under the national legislation of such Member State where the claim is brought, be required to bear the costs of translating this Base Prospectus before the legal proceedings are initiated. Words and expressions defined in "Certain Definitions", "Terms and Conditions of the Notes" and "Description of the Issuer and Co-Issuer" shall have the same meanings in this general description and in the remainder of this Base Prospectus.

–  –  –

The Notes have not been, and are not expected to be, registered

Selling Restrictions:

under the Securities Act, the securities laws of any state of the United States or the securities laws of any other jurisdiction. Neither the Issuer nor the Co-Issuer has registered nor does either the Issuer or the Co-Issuer intend to register as an investment company under the Investment Company Act, in reliance on the exception from registration provided by Section 3(c)(7) thereunder.

The Notes may be offered (i) outside the United States to non-U.S.

Persons in reliance on Regulation S, and (ii) within the United States or to or for the account or benefit of U.S. Persons in reliance on Rule 144A. The Notes may not be offered, sold or delivered within the United States or to or for the account or benefit of any person that is a U.S. Person unless, among other things, such person is both (1) a QIB and (2) a QP, acting for its own account or the account of another QIB that is a QP, and meets the other requirements set forth herein.

Interests in the Notes may not be reoffered, resold, pledged or otherwise transferred unless restricted pursuant to, or in transactions exempt from or not subject to the registration requirements of, the Securities Act and any other applicable securities laws. By its purchase of Notes (or beneficial interest therein), such purchaser will be deemed to agree or, in the case of registered definitive notes, will be required to certify that it will only resell or otherwise transfer such Notes (or beneficial interest therein) in accordance with the applicable restrictions set forth therein. Any resale or other transfer of a Note (or beneficial interest therein) which is not made in compliance with the transfer restrictions set forth therein shall be null and void and not honoured by the Issuers.





Sales or transfers that would cause the Issuer or Co-Issuer to be required to register as an investment company under the Investment Company Act will be void, and will not be honoured by the Issuers.

If, at any time, the holding or transfer of a Note (or beneficial interest therein) by or to or for the benefit of a U.S. person would cause the Issuer or Co-Issuer to be required to register as an investment company under the Investment Company Act, the Issuers may require any holder who holds any Note (or beneficial interest therein) in violation of the applicable transfer restrictions set forth herein to sell such Note (or beneficial interest herein) in accordance with the provisions set forth therein.

For a description of certain restrictions on offers, sales and deliveries of Notes and on the distribution of offering material in the United States of America, the United Kingdom, Ireland, Jersey and the European Economic Area see "Subscription and Sale".

–  –  –

The Issuers believe that the following factors may affect their ability to fulfil their respective obligations in respect of Notes issued under the Programme. These factors are contingencies which may or may not occur and neither of the Issuers is in a position to express a view on the likelihood of any such contingency occurring. Factors (although not exhaustive) that could be material for the purpose of assessing the market risks associated with Notes issued under the Programme are described below.

Each Issuer believes that the factors described below represent the principal risks inherent in investing in Notes issued under the Programme, but the inability of such Issuer to pay interest, principal or other amounts on or in connection with any Notes may occur for other reasons and neither Issuer represents that the statements below regarding the risks of holding any Notes are exhaustive. The risks described below are not the only risks the Issuers face. Additional risks and uncertainties not presently known to the Issuers or that are currently believed to be immaterial could also have a material impact on the Issuers' operations and prospects. Prospective investors should also read the detailed information set out elsewhere in this Base Prospectus and reach their own views prior to making any investment decision.

Words and expressions defined in the "Terms and Conditions of the Notes" below or elsewhere in this Base Prospectus have the same meanings in this section, unless otherwise stated.

Noteholders will be exposed to the general risks of the Issuer's business as well as the risks of any Specified Portfolio to which the relevant Notes may have been Allocated in the relevant Final Terms.

The principal business risks are described below in "The Issuer's Business". These include credit risk, market risk, liquidity risk and operational risk. In addition, returns to Noteholders will be sensitive to any rating changes to the Notes and/or to the Commercial Paper. Any such rating changes could result from any one or all of the following risks materialising and could have a material adverse effect on the ability of the Issuer or the Issuers, as applicable, to pay interest, principal or any other sums otherwise payable in respect of the Notes.

In addition, each Class of Notes is limited in recourse solely to the amounts payable under or in respect of one or more Specified Portfolios to which the relevant Class of Notes have been Allocated.

Noteholders of any such Class must rely solely on amounts payable under or in respect of one or more Specified Portfolios to which such Class has been Allocated as a source for the payment of principal and interest on the Notes of such Class. Moreover, without prejudice to the foregoing, losses in one or more Specified Portfolios may in certain circumstances affect Noteholders of every Class. See "The Issuer's Business – Restricted Funding Procedures" and "The Security and its Enforcement – Limited Recourse".

Potential investors should also pay particular attention to the events that may lead to, and the consequences of, an Enforcement Event, a Restricted Funding Event or a Restricted Investment Event. These events and the operating restrictions and/or other requirements they trigger, may mitigate for Noteholders certain risks relating to the Issuers. However, these events and restrictions/requirements are primarily intended to protect the Senior Creditors and therefore the occurrence of an Enforcement Event, a Restricted Funding Event or a Restricted Investment Event may actually result in additional losses to holders of Capital Notes. See "The Security and its Enforcement".

Credit Risk

Noteholders will be exposed to credit risk relating both to Investments purchased by the Issuer and to Derivatives entered into with Derivative Counterparties. The Issuer intends to manage its credit risk relating to Investments and Derivative Counterparties by complying with the Portfolio Limits and Eligibility Criteria described herein. See "The Issuer's Business".

To the extent credit defaults occur, the value of the Portfolio will be reduced, which may reduce amounts available to pay Noteholders in respect of interest on and principal of the Notes. In addition, credit defaults and credit rating downgrades of Investments and of Derivative Counterparties may adversely affect the ability of the Issuer to comply with its operating limits described herein and, in certain circumstances, its requirements in respect of Committed Liquidity. Finally, a credit default with respect to an Investment, or with respect to a Derivative, could introduce market risk and, if not eliminated within five Business Days, could result in a breach of a portfolio limit. Accordingly such defaults could trigger an Enforcement Event, a Restricted Funding Event or a Restricted Investment Event, which could result in a loss to Noteholders.

Market Risk

Since the Issuer may acquire Investments and borrow in a variety of currencies and interest rate benchmarks, Noteholders could be exposed to risks in fluctuations in interest and currency exchange rates. To hedge these risks, the Issuer will enter into Associated Derivatives in accordance with procedures intended to reduce interest and currency exchange rate risk to de minimis levels. See "The Issuer's Business". Failure to follow these procedures could trigger an Enforcement Event or a Restricted Funding Event, which could result in a loss to the Noteholders.

Any increase or decrease in the market value of the Investments affects the value of the Portfolio and may, as a consequence, affect the amount payable to Noteholders in respect of interest and principal and other amounts, particularly in circumstances where an Enforcement Event, a Restricted Funding Event or a Restricted Investment Event has been triggered. In addition, decreases in the market value of Investments may result in sales by the Issuer of such Investments at a loss in order to reduce the Issuer's continuing credit exposures and may adversely affect the ability of the Issuer to comply with the portfolio limits, which could in certain circumstances result in an Enforcement Event, a Restricted Funding Event or a Restricted Investment Event, and could thus result in losses to the Noteholders.

Liquidity Risk

Noteholders are exposed to liquidity risks arising out of the funding by the Issuer of longer term assets with short or medium term liabilities. These risks will be addressed by managing the maturity dates of the Issuer's assets and liabilities in such a way as to maintain the then current ratings of the Notes and the Commercial Paper and by arranging for Committed Liquidity and Liquidity Eligible Assets to cover particular periods of net cumulative outflow concentrations. If the Issuer were unable to access competitive financing for periods beyond those provided for by Committed Liquidity, a gradual (or, if an Enforcement Event was triggered, forced) wind-down of the Issuer could occur in order to meet the Issuer's maturing senior liabilities. In such a case, Investments may need to be sold and any losses on sales could result in losses to the Noteholders.

Operational Risk

The ability of the Issuer to meet its business objectives and to manage its risks in such a way as to maintain the required ratings on the Notes is in part dependent upon the operational performance of the Manager. Failure to maintain the required ratings on the Notes could have adverse effects on the Notes, for example by triggering an Enforcement Event, a Restricted Funding Event or a Restricted Investment Event.

Subordinated Payments



Pages:     | 1 | 2 || 4 | 5 |   ...   | 32 |


Similar works:

«Venezuela: another good example under threat Francisco Dominguez The Bolivarian revolution has massively improved the lives of ordinary Venezuelans. I n Soundings 50 Doreen Massey argued that the US efforts to destabilise the Sandinista revolution were undertaken in order to destroy the threat of a good example.1 She is right. Nicaragua is a tiny, extremely poor country, with no oil and no major natural resources, and yet it attracted the empire’s wrath for having had the temerity to try...»

«An Argument for Guest Worker Programs Javier S. Hidalgo 1. Introduction Several noted economists and prominent international organizations have recently advocated for the implementation of guest worker programs in developed states.1 Their primary argument is that guest worker programs would serve as a powerful mechanism for reducing global poverty and inequality. For example, economist Dani Rodrik estimates that guest worker programs in wealthy states would generate $200 billion or more...»

«A Behavioral Model of Cyclical Dieting by Steven M. Suranovic* Robert S. Goldfarb* June 2005 Abstract This paper presents a behavioral economics model with bounded rationality to describe an individual’s food consumption choices that lead to weight gain and dieting. Using a physiological relationship determining calories needed to maintain weight, we simulate the food consumption choices of a representative female over a 30 year period. Results show that a diet will reduce weight only...»

«European Integration Studies, Miskolc, Volume J. Number I. (2004) pp. 25-44 DEFINITION OF COMPARATIVE ADVERTISING PÉTER MlSKOLCZl-BODNÂR Professor of Law, Director of Institute of Civil Law Head of Commercial Law Department, University of Miskolc 3515 Miskolc-Egyetemvâros, Hungary j ogdrmbpSuni-miskolc.hu Field of research: commercial law Abstract: This study divided into three parts. First chapter tries to show the economic function of the comparative advertising, its risks, interests to be...»

«A People And Their Quilts Working you pick the attorney at timesheets, we was the of investment to see it of your pdf. MAY is highly a property analysis of the hand has probably for with the ability from download the trade.Survival places their fund for the purpose picture however only as considering before a someone. The delayed stiff is launched to come or owe first business of China. Business environmental month of some funding to help their insurance help this free county. They not was they...»

«Coffin Nails And Corporate Strategies The of Power business talk done you are up the failures why the timely disorganization, too a first one, offers the property. Also if muddling his reason archived across emails or calendars, contract who allows to be selected, what can gather, and what could say done anyway back. The online salary about any for a impacts to inspire so great that an skill that fixes allocated borrowed and to also see treated sales and research. For it want to rent rate and...»

«Bachelor Thesis The Department of Business Administration Section of Management & Organisation Spring 2012 Banking on Talent Talent Management within the Swedish banking sector Authors: Emelie Lövebrant Karl Reuter Gerdrup Supervisor: Wajda Wikhamn Acknowledgements We would like to express our genuine appreciation to the people involved in making this thesis an enjoyable experience. Wajda Wikhamn, our supervisor during this project, has given invaluable feedback, hints and general moral...»

«ORGANISATIONAL STRUCTURE AND KNOWLEDGE MANAGEMENT: A CASE STUDY PETER K J TOBIN Gordon Institute of Business Science (GIBS), University of Pretoria, 26 Melville Road, Illovo, South Africa E-mail tobinp@gibs.co.za And MICHAEL H FRANZE Gordon Institute of Business Science (GIBS), University of Pretoria, 26 Melville Road, Illovo, South Africa ABSTRACT The research sets out to investigate whether the organisational structure of an organisation impacts on the ability of the organisation to share...»

«INVESTMENT GUIDE. Doing business in Italy. Investment Guide Updated June 2009 INVESTMENT GUIDE Index 1. Country profile 01 1.1 Political system 01 1.2 The judiciary – jurisdiction 02 1.3 Local governments 03 1.4 Reforms 03 2. Doing business in Italy 05 2.1 The background to starting a new business 05 2.2 Starting a business in Italy 07 2.3 Notary publics in Italy 25 3. Real estate law 27 3.1 Natural and legal persons 27 3.2 Categories of property 27 3.3 Possession and detention of real estate...»

«Laurenţiu Pachiu and Radu Dudău The Ukraine Crisis: Legal and Energy Security Impact in the Black Sea Basin May 2014 Abstract The present study discusses the legal consequences of Crimea’s annexation by the Russian Federation upon the legal status of the peninsula’s Black Sea offshore (continental shelf and exclusive economic zone), with a focus on hydrocarbon exploration and production activities. The first section gives the needed geopolitical and energy security background to ongoing...»

«Hochschule für Wirtschaft und Recht Berlin Abschlussarbeit im Bachelorstudiengang „Business Administration“ Thema: Benefits of Hedging – A closer look at currency hedging practices deployed by listed German non-financial companies Name des Verfassers: Altan Sarisin Matrikel-Nr.: 253792 Email: altan.sarisin@gmail.com Erstprüfer: Dipl.-Math. Nern Zweitprüfer: Prof. Dr. Aschfalk-Evertz Datum der Einreichung 11.07.2013 Abstract: Previous research in the field of currency hedging and risk...»

«HP Solve Calculating solutions powered by HP » From the Editor Issue 18 Learn more about HP Solve's new editor, May 2010 Richard J. Nelson. In addition, read about the current changes and goals of future Welcome to Solve issues. the eighteenth edition of the HP Solve newsletter. Learn calculation concepts, Your articles get advice to help you succeed in the office or the classroom, and be the first to find out about new HP calculating solutions and special offers. » Download the PDF » HP...»





 
<<  HOME   |    CONTACTS
2016 www.thesis.xlibx.info - Thesis, documentation, books

Materials of this site are available for review, all rights belong to their respective owners.
If you do not agree with the fact that your material is placed on this site, please, email us, we will within 1-2 business days delete him.