BABSON CAPITAL MASTER FUNDING PLC. (a public company incorporated under the laws of Ireland)

Transcription

1 BABSON CAPITAL MASTER FUNDING PLC (a public company incorporated under the laws of Ireland) EUR 5,000,000,000 Programme for the issue of Limited Recourse Obligations (the PROGRAMME ) FINAL TERMS DATED 27 February 2013 SERIES EUR 66,600,000 FUND-LINKED NOTES DUE 2033 (the SERIES ) This document constitutes the Final Terms of the above Series of Notes (the Notes ) for the purposes of Article 5(4) of Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU (to the extent implemented in the relevant Member State) the Prospectus Directive ) and must be read in conjunction with the Base Prospectus dated 25 February 2013, as supplemented from time to time, and in particular, the Master Conditions of the Notes, as set out therein. Full information on the Issuer and the terms and conditions of the Notes, is only available on the basis of the combination of these Final Terms and the Base Prospectus. The Base Prospectus has been published in accordance with Article 14 of the Prospectus Directive at and is available for viewing during normal business hours at the registered office of the Issuer, and copies may be obtained from the specified office of the administrator of the Issuer in Ireland. Unless terms are defined herein, capitalised terms shall have the meanings given to them in the Base Prospectus. The Final Terms of the Notes comprise the following: Issuer: Babson Capital Master Funding plc. Series: (i) Series Number: (ii) Tranche: 1 Placement Agent(s): Calculation Agent, Determination Agent and Realisation Agent: Danske Capital, a division of Danske Bank A/S. Babson Capital Europe Limited.

2 Custodian: Deutsche Bank AG, Dublin Branch. Issue Date: 27 February 2013 Maturity Date: 28 February 2033 Charged Assets: The Fund Shares. Security: As set out in Condition 4(a). For the purposes of Condition 4(d), Noteholder Priority applies. TERMS AND CONDITIONS OF THE OFFER Public Offer: Additional conditions attached to the consent to the Authorised Offeror(s) to use of the Base Prospectus: Offer Price: Conditions to which the offer is subject: Description of the application process: Details of the minimum and/or maximum amount of application: An offer of the Notes may be made by the Placement Agent other than pursuant to Article 3(2) of the Prospectus Directive in Denmark (the Public Offer Jurisdiction ) during the Offer Period. Issue Price The offer of the Notes is subject to (i) the absolute discretion of the Issuer to reject any application; and (ii) the Issuer proceeding with the issue of the Notes. Applications by only to the following address: R3861ES@danskecapital.com. Applications to be received during the Offer Period and to clearly describe the identity and permanent address of the applicant, the number of Notes being applied for and provide both and phone contact details. Description of possibility to reduce subscriptions and manner for refunding excess amount paid by applicants: Time period during which the offer will be open: The period from 9am to 10am (Copenhagen time) on the Issue Date (the Offer Period ). The Offer Period may be shortened or lengthened by the Issuer and details of any such change will be specified in an announcement to be published on the website of the Irish Stock Exchange (

3 Details of the method and time limits for payment of and delivering the Notes: Manner in and date on which results of the offer are to be made public: Procedure for exercise of any right of preemption, negotiability of subscription rights and treatment of subscription rights not exercised: Whether tranche(s) have been reserved for certain countries: Process for notification to applicants of the amount allotted and the indication whether dealing may begin before notification is made: Currency: The Placement Agent will contact successful applicants on or as soon as practicable following the Issue Date to arrange prompt payment and delivery of the Notes. The results of the offer will be published by notice on the Irish Stock Exchange on the Issue Date, or as soon as practicable thereafter. The results of the offer will be published by notice on the Irish Stock Exchange and successful applicants will be notified by the Placement Agent of their allotment on the Issue Date, or as soon as practicable thereafter, and dealing may not commence before such notice has been published. EUR Principal Amount: EUR 66,600,000 Issue Price: 100 % The Principal Amount of the Notes may be increased by the issue of Further Notes from time to time (without requiring the consent of Noteholders) which shall be consolidated and form a single Series with the Notes of this Series, subject to the provisions of Further Notes below. Authorised Denominations: Paying Agents: Underwriting: The Notes shall be issued in minimum denominations of EUR 100,000 and integral multiples of EUR 1 in excess thereof. The Principal Paying Agent. INTEREST PROVISIONS Interest Amounts: In respect of each Note: (i) any Dividends received by the Issuer in respect of the Fund Shares less any Apportioned Costs; times

4 (ii) the outstanding Principal Amount of such Note; divided by (iii) the aggregate outstanding Principal Amount of all Notes in the Series. Interest Amounts due will be rounded down to the nearest whole EUR. Interest Payment Date(s): Two Business Days following the receipt by the Issuer of any Dividends paid in respect of the Fund Shares. REDEMPTION PROVISIONS Scheduled Redemption Amount: The Scheduled Redemption Amount (if any) payable in respect of each Note on the Maturity Date shall be determined by the Calculation Agent, in its sole discretion, as an amount equal to its pro rata proportion of the net proceeds of the realisation of the Charged Assets (subject to Condition 4(d), if applicable) less any Apportioned Costs. Mandatory Redemption: An Additional Mandatory Redemption Event shall be deemed to have occurred if: (a) (b) (c) (d) the Umbrella Fund is wound up or dissolved for any reason whatsoever; the Fund is terminated for any reason whatsoever; the Umbrella Fund is the subject of a merger, acquisition, takeover or similar event; or the Fund Shares are redeemed in full for any reason whatsoever. Optional Redemption: Applicable. (i) Redemption at the option of the Noteholder: Condition 7(f)(1)(A) is not applicable. Condition 7(f)(1)(B) is applicable. The Noteholder may at any time provide the Issuer with a Redemption Notice, following which the Realisation Agent, on behalf of the Issuer, will take such steps as may be required and in accordance with the procedures and subject to the provisions of the Fund Shares, to redeem or otherwise realise an amount of Fund Shares (such amount to be determined by the Calculation Agent in its sole and absolute discretion) (the Realised Fund Shares ), the proceeds of which may be received by the Issuer on one or more dates.

5 (ii) (iii) Optional Redemption Payment Date: Noteholder Optional Redemption Amount: The Paying Agent, on behalf of the Issuer, shall make any payments in respect of such redemption to the relevant Noteholder on the Optional Redemption Payment Date(s). Two Business Days following the receipt by the Issuer of any realisation proceeds in respect of the Realised Fund Shares. To facilitate the receipt of such realisation proceeds on more than one date, there may be more than one Optional Redemption Payment Date. The Scheduled Redemption Amount, for the purposes of which the Maturity Date will be the relevant Optional Redemption Payment Date. APPORTIONED COSTS: Apportioned Costs: Prior to the Maturity Date, any Early Redemption Date or Optional Redemption Payment Date, and each Interest Payment Date, the Calculation Agent, in its sole and absolute discretion acting in a commercially reasonable manner, shall determine and apportion to the Notes an amount in respect of any costs to the Notes which have been incurred by the Issuer, whether in respect of the Notes or otherwise. Any such Apportioned Costs will be deducted accordingly from any Redemption Amount or Interest Amount payable to the Noteholder. OTHER INFORMATION Notes issued in bearer or registered form: Registrar and Transfer Agent: Listing: Date of Board approval for issuance of Notes: Business Days: Business Day Convention: ISIN: Registered Notes, represented by Registered Certificates. Deutsche Bank Luxembourg S.A. Application will be made to the Irish Stock Exchange for the Notes to be admitted to the Official List and trading on its regulated market on or about the Issue Date. 26 February 2013 Dublin and London Following IE00B87W5438 DETAILS OF CHARGED ASSETS Fund Shares: Any shares in the Fund (as set out below) held by the Custodian on behalf of the Issuer in respect of the Notes, and

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7 Summary Summaries are made up of disclosure requirements known as Elements. numbered in Sections A E (A.1 E.7). These Elements are This summary together with the summary contained in the Base Prospectus contains all the Elements required to be included in a summary for this type of securities and the Issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements. This summary contains the information particular to this Series of Notes which could not be included in the summary contained in the Base Prospectus. Even though an Element may be required to be inserted in the summary because of the type of securities and the Issuer, it is possible that no relevant information can be given regarding the Element. In this case a short description of the Element is included in the summary with the mention of not applicable. Section A Introduction and Warnings Element A1 This summary should be read together with the summary contained in the Base Prospectus dated 25 February Section B Issuer This summary should be read as an introduction to the Base Prospectus. Any decision to invest in the Notes or Alternative Investments should be based on consideration of the Base Prospectus as a whole, including any documents incorporated by reference. Where a claim relating to the information contained in the Base Prospectus is brought before a court, the plaintiff investor might, under the national legislation of the relevant Member State of the European Economic Area, have to bear the costs of translating the Base Prospectus before the legal proceedings are initiated. No civil liability shall attach to any responsible person solely on the basis of this summary, including any translation thereof, unless it is misleading, inaccurate or inconsistent when read together with the other parts of the Base Prospectus or it does not provide, when read together with the other parts of the Base Prospectus, key information in order to aid investors when considering whether to invest in the Notes or Alternative Investments. Element B17 Element B21 Credit ratings assigned to the Issuer or the Notes at the request or with the cooperation of the Issuer in the rating process. A global overview of the parties to the securitisation program including information on the direct or indirect ownership or control between those parties. In relation to the Notes: the Arranger is Babson Capital Europe Limited; the Trustee is Deutsche Trustee Company Limited; the Issue Agent is Deutsche Bank AG, London Branch;

8 Element B25 A description of the underlying assets. the Principal Paying Agent is Deutsche Bank AG, London Branch; the Interest Calculation Agent is Babson Capital Europe Limited; the Registrar is Deutsche Bank Luxembourg S.A.; the Transfer Agent is Deutsche Bank Luxembourg S.A.; the Determination Agent is Babson Capital Europe Limited; the Realisation Agent is Babson Capital Europe Limited; the Corporate Services Provider is Deutsche International Corporate Services (Ireland) Limited; the Placement Agent is Danske Capital, a division of Danske Bank A/S; and the Custodian is Deutsche Bank AG, Dublin Branch. There is no direct or indirect ownership or control between any of the parties listed above. Tranche A EUR Distribution Shares, issued by Babson Capital Global Investment Funds plc, an investment company with variable capital incorporated with limited liability in Ireland with registered number and established as an umbrella fund with segregated liability between funds, acting solely in respect of its sub-fund, the Babson Capital European Loan Fund. Section C Securities Element C1 A description of the type and the class of the securities being offered and/or admitted to trading, including any security identification number. Series EUR 66,600,000 Fund-Linked Notes due Registered Notes, represented by Registered Certificates. ISIN: IE00B87W5438 Element C2 Currency of the securities issue. EUR Element C9 Interest rate. Interest Amounts will depend on any Dividends received by the Issuer, from time-to-time. Element C11 An indication as to whether the securities offered are or will be the object of an application for Application will be made to the Irish Stock Exchange for the Notes to be admitted to the Official List and trading on its regulated market on or about the Issue

9 Element C12 Element C21 admission to trading, with a view to their distribution in a regulated market or other equivalent markets with indication of the markets in question. The minimum denomination of an issue. Indication of the market where the securities will be traded and for which the Base Prospectus has been published. Date. The Notes may be offered or sold, directly or indirectly, in Denmark, and the Base Prospectus may be marketed or distributed in Denmark. EUR 100,000 Ireland Section E Offer Element E7 Estimated expenses charged to the investor by the Issuer. Please see description of Apportioned Costs in the Final Terms.