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«CORIOLANUS LIMITED (incorporated with limited liability in Ireland) (the Issuer) PROSPECTUS Series 120 USD 17,759,821 CRPAO Linked Secured Notes due ...»

-- [ Page 1 ] --

DATED: 9 NOVEMBER 2009

CORIOLANUS LIMITED

(incorporated with limited liability in Ireland)

(the "Issuer")

PROSPECTUS

Series 120 USD 17,759,821 CRPAO Linked Secured Notes

due 2025

(the "Notes")

DEUTSCHE BANK AG, LONDON BRANCH

as Arranger

The Issuer has not been and will not be registered under the United States Investment Company Act of 1940, as amended (the "Investment Company Act"), and the Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"). The Notes may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act) other than pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws and under circumstances that will not require the Issuer to register under the Investment Company Act.

The attention of investors is drawn to the section headed "Investment Considerations and Risk Factors" on page 3 of this Prospectus.

WS1201.668093.4

TABLE OF CONTENTS

INVESTMENT CONSIDERATIONS AND RISK FACTORS

GENERAL

TERMS AND CONDITIONS OF THE NOTES

ANNEX 1 TO THE TERMS AND CONDITIONS OF THE NOTES: TOTAL RETURN SWAP

CONFIRMATION

ANNEX 2 TO THE TERMS AND CONDITIONS OF THE NOTES: FORM OF ASSET TRANSFER

NOTICE

ANNEX 3 TO THE TERMS AND CONDITIONS OF THE NOTES: FORM OF ASSET

TRANSFEREE CERTIFICATE

ANNEX 4 TO THE TERMS AND CONDITIONS OF THE NOTES: EXPECTED FIXED AMOUNT

PAYER PAYMENT DATES AND FIXED AMOUNTS

FURTHER INFORMATION CONCERNING THE TRUST INSTRUMENT

INFORMATION CONCERNING THE CALCULATION AGENT

FURTHER INFORMATION CONCERNING THE SWAP AGREEMENT

USE OF PROCEEDS

TAX CONSIDERATIONS

LEGAL OPINIONS

AVAILABILITY OF PROSPECTUS AND OTHER DOCUMENTS

PAYING AGENTS AND LISTING AGENT

REGISTRAR AND TRANSFER AGENT

SELLING RESTRICTIONS

ANNEX 1: INFORMATION CONCERNING THE ISSUER

ANNEX 2: FORM OF INVESTMENT LETTER

ANNEX 3: ENGLISH TRANSLATION OF THE FORM OF CRPAO

ANNEX 4: INFORMATION CONCERNING DEUTSCHE BANK AG, LONDON BRANCH......... 81

–  –  –

Purchasers of Notes should conduct such independent investigation and analysis regarding the Issuer, the Total Return Swap, the Swap Counterparty and the Notes, and all other relevant persons and market and economic factors as they deem appropriate, in light of their own financial circumstances and investment objectives, to evaluate the merits and risks of an investment in the Notes. Such risks are to be identified and considered by each prospective purchaser on a case-by-case basis. The Issuer and the Arranger disclaim any responsibility to advise purchasers of Notes of the risks and investment considerations associated with the purchase of the Notes as they may exist at the date hereof or from time to time thereafter. However, as part of such independent investigation and analysis, prospective purchasers of Notes should consider all the information set forth in the Base Prospectus and this Prospectus, including the considerations set forth below. Such considerations do not purport to be an exhaustive list of potential risks in connection with any investment in the Notes.

The Issuer accepts responsibility for the information contained in this document. To the best of the knowledge and belief of the Issuer (which has taken all reasonable care to ensure that such is the case) the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information.

Neither the Base Prospectus nor this Prospectus is intended to provide the basis of any credit or other evaluation or should be considered as a recommendation or an invitation that any recipient of the Base Prospectus or this Prospectus should purchase any of the Notes. None of the Issuer or the Arranger purports to be a source of information and credit analysis with respect to the Notes.

(A) All payments to be made by the Issuer in respect of the Notes will be made only from and to the extent of the sums received or recovered from time to time by or on behalf of the Issuer or the Trustee in respect of the Mortgaged Property (as defined in Condition 4.2) in respect of such Notes;

(B) To the extent that such sums are less than the amount which the holders of the Notes may have expected to receive if paragraph (A) above did not apply (the difference being referred to herein as a "shortfall"), such shortfall will be borne by such holders in accordance with the Terms and Conditions of the Notes and the order of priorities specified in this Prospectus and the Trust Instrument; and (C) Each holder of the Notes, by subscribing for or purchasing the Notes, will be deemed to accept and

acknowledge that it is fully aware that:

(i) the holders of the Notes shall look solely to the sums referred to in paragraph (A), as applied in accordance with paragraph (B) above (the "Relevant Sums") for payments to be made by the Issuer in respect of the Notes;





(ii) the obligations of the Issuer to make payments in respect of the Notes will be limited to the Relevant Sums and the holders of the Notes shall have no further recourse to the Issuer in respect of the Notes related thereto;

(iii) without prejudice to the foregoing, any right of the holders of the Notes to claim payment of any amount exceeding the Relevant Sums shall be automatically extinguished; and (iv) the holders of the Notes shall not be able to petition for the winding up of the Issuer as a consequence of any such shortfall.

Investment in the Notes is only suitable for investors who:

(1) have the requisite knowledge and experience in financial and business matters, and access to, and knowledge of, appropriate analytical resources, to evaluate the information contained in the Base Prospectus and this Prospectus and the merits and risks of an investment in the Issuer in the context of such investor's financial position and circumstances;

(2) are capable of bearing the economic risk of an investment in the Issuer for an indefinite period of time;

3 WS1201.668093.4 (3) are acquiring the Notes for their own account for investment, not with a view to resale, distribution or other disposition of the Notes (subject to any applicable law requiring that the disposition of the investor's property be within its control); and (4) recognise that it may not be possible to make any transfer of the Notes for a substantial period of time, if at all.

Further, each prospective purchaser of Notes must determine, based on its own independent review and such professional advice as it deems appropriate under the circumstances, that its acquisition of the Notes (i) is fully consistent with its (or if it is acquiring the Notes in a fiduciary capacity, the beneficiary's) financial needs, objectives and condition, (ii) complies and is fully consistent with all investment policies, guidelines and restrictions applicable to it (whether acquiring the Notes as principal or in a fiduciary capacity) and (iii) is a fit, proper and suitable investment for it (or if it is acquiring the Notes in a fiduciary capacity, for the beneficiary), notwithstanding the clear and substantial risks inherent in investing in or holding the Notes. None of the Issuer, the Arranger nor any other person has or will make any representation or statement as to the suitability of the Notes for investors. None of the Issuer, the Arranger, nor any other person is acting as an investment adviser or discretionary investment manager in relation to or assumes any fiduciary obligation to, or is in an agency relationship with, any purchaser of Notes.

AVAILABLE INFORMATION

SO LONG AS ANY OF THE NOTES ARE "RESTRICTED SECURITIES" WITHIN THE MEANING

OF RULE 144(a)(3) UNDER THE SECURITIES ACT, THE ISSUER WILL PROVIDE TO ANY

HOLDER OR BENEFICIAL OWNER OF NOTES THAT ARE RESTRICTED SECURITIES, OR TO

ANY PROSPECTIVE PURCHASER OF NOTES THAT ARE RESTRICTED SECURITIES

DESIGNATED BY A HOLDER OR BENEFICIAL OWNER, UPON THE REQUEST OF SUCH

HOLDER, BENEFICIAL OWNER OR PROSPECTIVE PURCHASER, THE INFORMATION

REQUIRED TO BE DELIVERED UNDER RULE 144A(d) (4) UNDER THE SECURITIES ACT IF AT

THE TIME OF THE REQUEST THE ISSUER IS NOT SUBJECT TO THE REPORTING

REQUIREMENTS OF SECTION 13 OR 15(d) OF THE UNITED STATES SECURITIES EXCHANGE

ACT OF 1934, AS AMENDED (THE "EXCHANGE ACT"), NOR EXEMPT FROM REPORTING PURSUANT TO RULE 12g3-2(b) UNDER THE EXCHANGE ACT.

NOTICE TO NEW HAMPSHIRE RESIDENTS

NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR

A LICENCE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE

REVISED STATUTES WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A

SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE

OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF

THE STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS

TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE

FACT THAT AN EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION

MEANS THAT THE SECRETARY OF STATE OF NEW HAMPSHIRE HAS PASSED IN ANY

WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN

APPROVAL TO, ANY PERSON, SECURITY, OR TRANSACTION. IT IS UNLAWFUL TO

MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER,

OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS

PARAGRAPH.

Total Return Swap Investors in the Notes shall be deemed to have fully understood the provisions of the Total Return Swap and, in particular, the fact that amounts due in respect of principal on the Notes will be affected by the amounts payable to the Issuer under the Total Return Swap.

Payments to the Issuer under the Total Return Swap are dependent upon, amongst other things, amounts being payable in respect of a series (the "CRPAO Series") of Certificates Acknowledging the Right to Collect the Annual Construction Payment (Certificado de Reconocimiento de Derechos del Pago Anual por Obras) (each a "CRPAO") issued by the Government of the Republic of Peru ("GOP") through the Ministry of Transportation and Communications (the "MTC") on 16 September 2009. Each CRPAO (a 4 WS1201.668093.4 "Constituent CRPAO") comprising the CRPAO Series evidences an unconditional and irrevocable obligation of the GOP to make a one-time payment of a fixed amount denominated in USD. As a result, Noteholders are exposed to the creditworthiness of the GOP (see "Risks relating to the Republic of Peru" below).

Investors in the Notes shall be deemed to have fully understood the provisions of the Total Return Swap and the CRPAOs comprising the CRPAO Series to which the Total Return Swap relates and, in particular, the fact that amounts due in respect of the Notes will be affected by the amounts due and payable to the Issuer under the Total Return Swap in relation to the CPRAOs comprising the CRPAO Series.

In addition to the above, the amounts payable to the Issuer under the Total Return Swap will be affected, inter alia, by whether or not an Accelerated Termination Event occurs under the Total Return Swap (see "Accelerated Termination Events" below) and whether certain other events relating to other risks in relation to the GOP (including, inter alia, taxation, market, investment and custodian risk) occur (see "Adjustment Events" below).

A Form of CRPAO can be found in Exhibit A to the Total Return Swap on page 39 of this Prospectus. See Annex 3 for an English translation of this document. The translation is a reproduction of the Spanish document only and is for information purposes.

Accelerated Termination Events If the Total Return Swap is terminated by the Swap Counterparty following the occurrence of an Accelerated Termination Event thereunder or if an Accelerated Termination Event is subsisting on the Termination Date of the Total Return Swap, the Notes will be subject to early redemption and each Note will be redeemed by Delivery by the Issuer of the Asset Amount to each Owner thereof subject to and in accordance with the provisions of the Terms of the Notes (see "Early Redemption and Prepayment Considerations" below).

Accelerated Termination Events include the termination of the CRPAO Sale and Purchase Agreement dated 10 April, 2008 entered into between Deutsche Bank AG, London Branch and Survial S.A., a sociedad anonima (corporation) established under the laws of the Republic of Peru and domiciled in Lima, Peru (the "Concessionaire") for any reason prior to 15 October 2010, the Concessionaire abandoning or terminating the Concession Agreement or the Concession Agreement being terminated by the GOP or the Concessionaire becoming insolvent for any reason (each a "Concessionaire Event"), a Repudiation/Moratorium, a Failure to Pay or a Restructuring occurring with respect to one or more Constituent CPRAOs.

Accelerated Termination Events may occur under the Total Return Swap notwithstanding the fact that the occurrence of such Accelerated Termination Event arises directly or indirectly from, inter alia, a lack of authority or capacity of the GOP and/or MTC to enter into any Constituent CRPAO, an actual or alleged illegality or unenforceability of a Constituent CRPAO, any applicable law or change in interpretation thereof or the imposition of restrictions by any monetary or other authority.



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