Debt Listing on the Irish Stock Exchange

Contents Debt Listing on the Irish Stock Exchange

1. Ireland as a Location for Debt Listing

- - - - - -

Ireland as a Location for Debt Listing Simplified Listing Process Document Management System Ease of Communication and Resolution Stand Alone Listing Guidelines Consistency of Approach

Page 2 Page 2 Page 2 Page 2 Page 2 Page 2

2. Recent Developments on the ISE

- - - -

Recent Developments on the ISE Major Deals That Listed on the ISE Recently: Notable Straight Debt Listings in 2007 New Programmes Listed in 2007

Page 3 Page 3 Page 3 Page 3

3. Procedures to List on the ISE - Review of Prospectus - Approval of Prospectus

Page 4 Page 4

4. Dillon Eustace Debt Listing Team - Dillon Eustace Debt Listing Team

Page 5

5. ISE Listing Fees - Multi Issuance Programmes - Standalone Transactions

Page 6 Page 6

6. Dillon Eustace Recent Experience

- - - - - - - - -

ABS Global Finance Plc Securitisation Of Catastrophe Reinsurance CFO Premium Limited CDO/CLO Transactions EMTN & Multi Issuance Programmes Repack Issues High Yield Transactions Trust Transactions Whole Business Securitisation

Page 7 Page 7 Page 7 Page 7 Page 8 Page 8 Page 9 Page 9 Page 10

7. Contact Us - Dillon Eustace Debt Listing Team

Page 11

IRELAND AS A LOCATION FOR DEBT LISTING Ireland has emerged as a favoured location for special purpose vehicles (SPVs) that are used in many financial transactions including securitisation and asset repackaging transactions. In particular, it is becoming the domicile of choice for onshore SPVs in Europe and there are positive signs that it is becoming a preferred alternative to the traditional offshore SPV jurisdictions. The type of transactions that have used Irish SPVs have included plain vanilla (securitisation of receivables, mortgages and non-performing loans), less straightforward synthetic transactions and the more unusual securitisations such as contingent deferred sales commissions arising on the sale of mutual funds and the financing of a toll bridge in Korea using future toll charges. Irish SPVs are also being used by offshore hedge funds and private equity funds to gain access to double tax treaties to avoid foreign withholding taxes (if applicable) on their underlying investments by investing indirectly in the underlying investments via an Irish SPV. The wide diversity of deals has emphasised Ireland’s growing importance as an SPV domicile.

Simplified Listing Process The procedures for listing have been simplified particularly for debt issuance programmes. ‘Housekeeping’ requirements and other administrative procedures have been minimised. Procedures have been

streamlined in order to efficiently process the review and approval of documents.

Document Management System The Exchange operates a Document Management System. All documents are received and processed electronically.

Ease of Communication and Resolution During the listing process, the ISE encourage issuers and their advisers to work with the Exchange. It is in everyone’s interest that the Exchange deals with those best placed to resolve issues arising in the most efficient manner.

Stand Alone Listing Guidelines The Exchange provides stand-alone, user-friendly listing guideline booklets which contain all of the listing guidelines and procedures for obtaining a listing.

Consistency of Approach The Exchange has a policy of applying its rules and procedures consistently between similar product structures. “As a stock exchange, our challenge is to ensure sufficient flexibility of approach to embrace new products types, while maintaining the integrity of a listing on a regulated European stock market”

Source :Irish Stock Exchange www.ise.ie

PAGE 2

RECENT DEVELOPMENTS ON THE ISE 2007 proved to be another strong year for the listing of debt securities on the ISE. 984 new debt issuers listed on the ISE, making it dominant among European exchanges. Despite the uncertainties in global financial markets, there was a 27% increase in new debt tranches listed in 2007 and a 47% increase in the total number of tranches (from new and existing programmes) that listed on the ISE when compared to 2006.

2007 also saw growth in both the diversity of transaction and their countries of origin. Asset backed deals comprised much of the product type listed on the ISE but 2007 also saw an increase in high yield debt, straight debt and derivative transactions. Sovereign debt from the Ukraine and the Republic of Turkey also listed. Listings can be carried out on the ISE’s Regulated Market, which is governed by the requirements of the Prospectus Directive, or the unregulated market, known as the Alternative Securities Market.

Major Deals that Listed on the ISE recently: AIB Mortgage Bank

JP Morgan Chase & Co.

AIG Inc

Lehman Brothers

AES El Salvador Ltd

Morgan Stanley

Banco Panamericano

New York Life Global Funding

Bank of Ireland

Porsche International Financing

Barclays

Proctor & Gamble

BASF AG

Republic of Turkey

Citibank

Roskilde Bank

Credit Suisse

San Paolo IMI

Depfa Bank

TUI AG

Dresdner Bank

UBS AG

ENEL

Ulster Bank Finance Plc

Fiat Finance

VTB Capital S.A.

Gazprombank

Walmart

Notable Straight Debt Listings in 2007:

Ardagh Glass Finance Plc Banco Americano S.A. TRW Automotive Inc. Proctor & Gamble Norske Skogindustrier ASA

New Programmes Listed in 2007: CRH Finance UK Banco Espirito Santo BPE Financianciones

(a subsidiary of Banco Popular Espanol) Robeco Bank Holdings

PAGE 3

PROCEDURES TO LIST ON THE ISE Review of Prospectus The review of the prospectus from initial submission to approval is carried out by the ISE. The ISE take 3 business days to review the initial submission of the prospectus and 2 business days for all subsequent drafts. These timings should be built into the Arranger and Legal Adviser’s timetables for the transaction. A typical straightforward listing takes approximately 3-4 weeks but does depend entirely on the length of time it takes for legal advisers/arrangers to make necessary changes to the prospectus to sufficiently address ISE comments. Dillon Eustace, as the appointed listing agent, will correspond with the ISE on all matters relating to the listing application. The ISE must see all changes to the prospectus since the last draft they reviewed and it is vital to ensure that the correct blacklines are sent to Dillon Eustace for onward submission to the ISE. Each subsequent draft must be blacklined against the last draft that the ISE reviewed.

Approval of Prospectus Dillon Eustace will prepare all ancillary documentation that is required to accompany an approval. Some of these forms may need to be signed by the Issuer and Dillon Eustace will advise in advance what forms need to be signed.

Final approval of the prospectus is carried out by the Irish Financial Regulator (“Financial Regulator”) after a pre-approval review by the ISE. The Financial Regulator may have additional comments on the approval date. This is not a common occurrence but should be noted all the same. The ISE and Financial Regulator are very strict on timelines for approval. All documents must be submitted to the ISE by DE no later than 10am on the morning of approval. The Financial Regulator will confirm approval same day to the ISE who will contact Dillon Eustace. Dillon Eustace will forward the approval email as soon as it is received. Approval and listing will take place on the same day unless client instructs otherwise. Listing cannot take place until listing fees have been received by the ISE so please ensure that fees are forwarded as soon as practicable. The Official List Notice is generated by the ISE and can take up to one week to generate. The official approval letter is generated by Financial Regulator and will be sent directly to the Issuer’s address or designated contact person. The ISE are not involved in this stage of the process. It can take up to 2 weeks or more for the ISE website to be updated with the listed securities.

PAGE 4

review of all documentation required to

DILLON EUSTACE DEBT LISTING TEAM The Dillon Eustace Debt Listing team works in tandem with the firm’s Securitisation and Structured Finance group, one of the largest dedicated group of financial services lawyers in Ireland. Many of the partners in the financial services group have been involved with the development of the International Financial Services Centre since its establishment by the Irish Government. The level of service offered by Dillon Eustace has been recognised internationally with the firm acting for many household names. For example, Dillon Eustace has acted as listing agent for a broad spectrum of arrangers including Merrill Lynch, Bear Stearns, Citigroup, Wachovia, UBS, JP Morgan, Bank of America, Barclays Capital, Swiss Re & Soc Gen. The firm has advised on the listing of all types of debt securities including ABS/MBS, CDO/CLOs, repacks, reinsurance securitisations, trust securities, EMTN & multi issuance programmes.



introduce new issues to be listed on the ISE and seeking Financial Regulator approval

provision of post listing advice and

guidance to ensure compliance with the continuing obligations of the ISE

provision of guidance to clients, on

changes required to meet the Prospectus Directive requirements

regular interaction with the ISE around the

implementation of new types of products and continuous process improvement for existing products

responsibility for the provision of Irish

Paying Agency services

The Securitisation and Structured Finance group brings together the expertise within various departments including listing, tax and financial services. Details of recent transactions and relevant contacts are given below. The principal services provided by the Debt Listing team include:

consulting services focused on the

suitability of listing products and the listing process as well as ongoing client education on listing requirements

PAGE 5

ISE LISTING FEES Multi Issuance Programmes €2000 document fee for the Base Prospectus/ Registration Document. €1500 document fee per document for all subsequent document/supplements submitted to the Exchange under the programme that require review (including the annual update of the Base Prospectus/Registration Document).

€500 tranche fee - applies to first tranche of an application for listing eg Class A. €250 tranche fee – applies to all subsequent tranches in the same listing eg Class B, C, etc. €440/€532.40 formal notice fee (€440 fee applies if the Issuer is incorporated outside EU and €532.40 fee applies if Issuer is EU incorporated).

€1500 annual fee applied at programme level. €500 tranche fee - applies to first tranche of each series to be listed. €250 tranche fee – applies to all further tranches of each series to be listed. €440/€532.40 formal notice fee (€440 fee applies if the Issuer is incorporated outside EU and €532.40 fee applies if Issuer is EU incorporated).

Standalone Transactions €2000 document fee, per document, for all documents submitted to the ISE that require review. €1500 annual fee* *option to pay this fee on an annual or upfront basis. Upfront payments of 10 years or more may avail of 10% discount. This discount applies to the annual fee only, not the total listing fee. The option is only given for nonprogramme documents.

PAGE 6

DILLON EUSTACE RECENT EXPERIENCE Dillon Eustace has recently acted as Listing Agent for the following transactions;

ABS Global Finance Plc Dillon Eustace acted as listing agent and Irish legal and tax counsel to the Issuer in the world’s first rated securitisation of trade loans. The $198.9m Regulation S/Rule 144A transaction was launched off a global programme, called the Citigroup Corporate and Investment Banking Asset Backed Securities Issuance Programme, and was arranged and lead managed by Citigroup Global Markets. The CABS programme is a highly unique multi-jurisdictional structure that enables Citibank entities in a variety of Asian, Latin American, European and Middle Eastern countries to sell trade loan assets via an offshore trust.

Securitisation of Catastrophe Reinsurance Dillon Eustace acted as listing agent and legal counsel for J.P. Morgan Securities as structuring advisor in connection with a US$220,000,000 participating note issuance by an Irish special purpose reinsurance vehicle as part of a securitisation of catastrophe and aviation risk for the world’s leading global reinsurer.

with this €200m market value collateralised fund obligation which was issued in four rated debt tranches and one equity tranche. This transaction was arranged by SGAM Finance and SGAM Alternative Investments S.A. act as Collateral Manager.

CDO/CLO Transactions The firm has acted as listing agent for a broad range of domestic and foreign CDO issuers including the following:

Merrill Lynch CLO 2007-1, Attentus

CDO III, T2 Income Fund CLO I Ltd, Aberdeen Loan Funding, Ltd arranged by Merrill Lynch

Riverside Park CLO Ltd, Eastland CLO &

Sandleman Finance 2006-2 Ltd arranged by Citigroup

Pacific Pinnacle CDO Ltd arranged by

Bear Stearns

Brentwood CLO & Pinnacle Point

Funding II Ltd arranged by Banc of America Securities

Sandleman Partners CRE CDO arranged

by Goldman Sachs & Citigroup

Emporia Preferred Funding II arranged

by Wachovia

CFO Premium Limited Dillon Eustace acted as listing agent and Irish legal counsel for the issuer in connection

PAGE 7

Tourmaline CDO III Ltd arranged by

Deutsche Bank Securities Inc

Red River CLO Ltd arranged by

ISIX & UBS

Tenorite CDO I Ltd arranged by

Banque AIG, AIG-FP Matched Funding

Corp, AIG-FP Capital Funding Corp & AIG-FP Matched Funding (Ireland) Plc. US$20bn Guaranteed Euro Medium Term Note Programme (2007), both arranged by Goldman Sachs International and guaranteed by AIG Inc

Barclays Capital

ABS Global Finance Plc CABS Westchester CLO Ltd arranged by



Programme (2006)

Lehman Brothers

Corsair Multi issuance repack programme Ivory CDO Ltd arranged by Societe



arranged by JP Morgan Securities (2007)

Generale Asset Management Banque

M&G Credit Finance (Ireland) Plc arranged Empyrean Finance (Ireland) Plc, Tivoli



Finance Limited, Sector Re Ltd, arranged by JP Morgan

EMTN & Multi Issuance Programmes

Barbican Investments Plc/Barbican No.1

AIG Inc. Final Terms Series 41 AIG-FP Matched Funding (Ireland) Plc

AIG Inc. US$10bn Euro Medium Term Note Programme (2006) and



Note Programme (2007), both arranged by Deutsche Bank & Banque AIG, London Branch

Series 2007-134

AIG-FP Matched Funding (Ireland) Plc

AIG Inc. US $20bn Euro Medium Term

Ltd Programme arranged by CIBC, London Branch (2007)

Repack Issues

The firm acted as listing agent for the following programmes:



by JP Morgan (2007 & 2008)



Series 2007 IRE 03

AIG-FP Matched Funding (Ireland) Plc

Series 2007 IRE 05

Banque AIG, AIG-FP Matched Funding

Corp, AIG-FP Capital Funding Corp & AIG-FP Matched Funding (Ireland) Plc. US$10bn Guaranteed Euro Medium Term Note Programme (2006) and

Corsair Finance (Ireland) Limited

Series 91-103

Corsair Finance (Ireland) No. 4 Limited

Series 5-8

PAGE 8

Corsair Finance (Ireland) No. 6 Limited

Series 17-23

Corsair (Cayman Islands) No. 1 Limited

Series 25-27

products in South Africa and is the principal supplier to all leading beverage and food companies in South Africa including SAB Miller, Distell, Diageo, Nestle and Tiger Brands. This deal was arranged by Citigroup and JP Morgan and listed on the Alternative Securities Market.

Corsair (Cayman Islands) No. 8 Series 1 Foodcorp Corsair (Jersey) No. 7 Series 2 M&G Credit Finance (Ireland) Plc

Series 7-9

High Yield Transactions Peermont Dillon Eustace acted as listing agent for Peermont Group who listed Senior Secured and PIK Notes with the benefit of a number of subsidiary guarantees. The Peermont Group are the holder of the second largest number of casino licenses in South Africa and are also the second largest casino resort operation in Gauteng province which is South Africa’s largest casino market. Their flagship property is Emperors palace which was established in 1998 in a joint venture with Caesars World Inc of Las Vegas. This deal was arranged by Citigroup and listed on the Alternative Securities Market.

Dillon Eustace acted as listing agent for Foodcorp (Proprietary) Limited, a South African issuer, which listed First Priority Senior Secured Notes that had the benefit of a subsidiary guarantee. Foodcorp is the leading South African manufacturer of branded & private label food products. The proceeds from the offering of the notes was used to fund the acquisition of First Lifestyle who is the leading South African manufacturer in the ready to eat food products segment of the South African food industry in terms of sales volume. This deal was arranged by Citi and listed on the Alternative Securities Market.

Trust Transactions NewStar Commercial Loan Trust

2007-1 arranged by JP Morgan

CapitalSource Commercial Loan Trust

2007-1 arranged by JP Morgan

Consol Glass Banco Invex S.A. arranged by Dillon Eustace acted as listing agent for Consol Glass (Proprietary) Ltd, a South African issuer, who listed First Priority Senior Secured Note which had the benefit of a guarantee provided by two of its parent companies. The Consol Group is the largest supplier of glass packaging



Credit Suisse

PAGE 9

Whole Business Securitisation The firm acts as listing agent for the following two U.S. restaurant securitisations:

Applebees

development agreements, credit agreements, profits generated in respect of product sourcing agreements, royalties, rental income due the issuer pursuant to equipment leases, rental income from real property leased to franchisees, and royalties and income pertaining to the IP assets and licensing agreements.

This whole business securitisation involves Applebee’s, the largest casual dining brand in the United States. After a series of transactions in which IHOP Corp. acquired Applebee’s International, Applebee’s International and its subsidiaries contributed their assets to newly established securitisation entities in order to collateralize the issue of nearly $1,800,000,000 of fixed rate notes. The notes are guaranteed by Applebees’s Holdings LLC and Applebee’s Franchising LLC and certain notes enjoy the benefit of a financial guaranty insurance policy issued by Assured Guaranty. This deal was arranged by Lehman Brothers.

IHOP The IHOP deal involves the securitisation of the assets of the International House of Pancakes, a well-known restaurant chain in the United States. After a series of transactions, IHOP Franchising LLC (the issuer) came to own the IHOP assets which include, among others, the franchising agreements, license agreements, development agreements, leases, IP assets and licenses, equipment leases etc. The issuer, along with IHOP IP LLC (the coissuer) established a programme, allowing for the issue of fixed and floating rate notes. The primary source of these notes will be payments due the issuer under franchise agreements, area license agreements,

PAGE 10

CONTACT US Our Office Dillon Eustace Financial Services Group 33 Sir John Rogerson’s Quay, Dublin 2, Ireland. Tel: +353 1 667 0022 Fax: +353 1 667 0042 e-mail: [email protected] website: www.dilloneustace.ie

Should you have any queries about the listing process or are in need of further information, please do not hesitate to contact any member of the Dillon Eustace Listing Team: Conor Houlihan, [email protected] Mark Fitzgerald, Listing Specialist [email protected], Direct line: +353 1 673 1833 Deirdre Twomey, Listing Specialist [email protected], Direct line: +353 1 673 1845

DISCLAIMER: This article is for general information purposes only and does not purport to represent legal advice. If you have any queries or would like further information relating to any of the above matters, please refer to the contacts above or your usual contact in Dillon Eustace.

Copyright Notice: © 2007 Dillon Eustace. All rights reserved.

PAGE 11

DUBLIN CORK

BOSTON TOKYO

33 Sir John Rogerson’s Quay, Dublin 2, Ireland. www.dilloneustace.ie In alliance with Arendt & Medernach