GENERAL CONSIDERATIONS ABOUT SECURITIZATION
What are the investors buying ?
Investors are buying a BOND (also called a Note), i.e. a secured debt security which could be interest bearing or not, whose value varies according to the value of the underlying assets or portfolio.
Who is the issuer of the Notes ?
The Notes are issued by an SPV incorporated in Ireland whose sole purpose is to issue the said Notes under its approved Programme. The SPV is a multi-issuance vehicle designed to issue segregated Series of Notes. It can also be referred to as a "securitization vehicle".
Why Ireland ?
Ireland is at the forefront of securitization and the principal centre in Europe for securitization vehicle. The main reasons for Ireland's popularity include:
(a) an extensive double taxation treaty network.
(b) Effective tax neutrality of SPVs under the Section 110 regime.
(c) Zero withholding tax on interest under the quoted Eurobond exemption.
(d) No Irish stamp duty on the issue or transfer of securities issued by SPVs.
(e) No VAT on portfolio, investment management services and corporate administration services provided to SPVs structured under the Section 110 regime.
(f) No thin capitalisation restrictions.
What is the Programme ?
All Notes are issued under the USD 5,000,000,000 Asset Backed Medium Term Note Programme approved by the Issuer. It is the master document which sets the general rules and conditions applicable to the Notes issued. Each Note is issued on the basis of a Series Memorandum.
Is there any credit/issuer's risk to be considered ?
The Issuer is an orphan SPV owned by the Trustee on a charitable trust basis. The Trustee committed not to take any corporate action which may have a negative impact on the SPV or the Noteholders. The Board of the Issuer is completely independent from the Arranger, resulting in no credit / issuer's risk borne by the investors.
The SPV is a multi-issuance vehicle. What happens if one Serie of Notes defaults ?
All Series of Notes and the assets the SPV invests in are totally segregated from each other. The segregation, or ring-fencing, is guaranteed by the issuance documentation.
Are the Notes listed ?
Yes, the Notes are listed on a recognised exchange in order for the investors to benefit from the quoted eurobond exemption.
Can I design my own Notes ?
Yes, apart from a few features you can completely design the Notes to suit your investors' needs.
What is the minimum investment in a Note ?
All Notes have a minimum denomination of EUR 100,000 (or its equivalent in the currency of the issuance), therefore it is the minimum investment amount as Notes cannot be fractionated. Higher minimums can be set if needed.
Is there a manager for the Notes ?
Yes, the issuance documentation provides for the appointment of a Portfolio Manager who is responsible for executing the investment strategy set in the Series memorandum. The Portfolio Manager is entitled to a remuneration to be described in the Series memorandum and acts pursuant to a Portfolio Management Agreement.
Who are your clients ?
Our clients, or Sponsoring Entities, are Private Banks, Family Offices, Asset Managers, Real Estate Developers and any company looking at issuing private debt in a cost-effective and flexible manner.
Who is Bond Central Ltd ?
Bond Central Ltd acts as arranger of the transactions and provides management and administration services to the Issuer as defined in the Programme.
INVESTMENT PROCESS & PRACTICAL ASPECTS OF THE NOTES
How do investors buy the Notes ?
The Notes are deposited with Euroclear / Clearstream, ensuring ease of investment. Investors place an order with their financial insitution and the Notes are delivered to their bank accounts (with an ISIN code) on the Issue Date as defined in the issuance documentation.
Are the Notes transferable ?
Yes. Like other listed securities with an ISIN code, the Notes are freely transferable with a simple DVP/FOP instruction to the financial institution where the investor holds the Notes. Please review the section on the distribution limitations of the Programme for restrictions, if any.
The Notes are listed. Can I trade them on the exchange ?
There is no market making for the Notes per se. However, should you wish to have a designated market maker for your Notes, we can put you in touch with professionals providing market making services.
What is the liquidity mechanism of the Notes ?
You decide. The liquidity for the investors is totally customizable and is detailed in the Series Memorandum. A liquidity mechanism can be inserted with notices as long as it matches the strategy and the underlying assets backing the Notes.
Can further Notes for a Series be issued after the Issue Date ?
Yes. Further Notes can be issued within the same Series.
Can a US Person purchase Notes ?
The Notes are not designed for US Investors and are considered a Regulation S Security. We invite you to consult with your legal and tax counsel before making any investment decisions.
My investors bought the Notes Where does the money go ?
The money is collected by CACEIS, acting as issuing agent, through Euroclear. On the day following the Issue Date, CACEIS will transfer the money in accordance with the issuance documentation.
For Managed Account like Notes, who is the custodian ?
We offer solutions at CACEIS and Interactive Brokers. Contact us for more details.
Are the Notes valued ?
Yes. The calculation agent is in charge of calculating the NAV of eachSerie of Notes on a regular basis, such basis being defined in the issuance documentation.
How is such value reflected in the investors' accounts ?
Price dissemination is provided through our partners which will automatically update the price in the investors' accounts.
Is there a minimum amount to launch a Serie of Notes ?
There is no minimum per se. However, some of the running costs are in absolute value and do not depend on the level of assets.