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Acciones de las mujeres en contra de las violencias. Las organizaciones de las mujeres

CAPÍTULO 5: INSTRUMENTOS DE IGUALDAD Y PAZ CONTRA LA VIOLENCIA. LOS

5.1. Acciones de las mujeres en contra de las violencias. Las organizaciones de las mujeres

RBS Cards Securitisation Funding Limited, the depositor and loan note issuing entity, is a private limited liability company which was formed in Jersey, Channel Islands under the Companies (Jersey) Law 1991 on 2 February 2000 with registered number 76199. Its registered office and principal place of business are located at Royal Bank House, 71 Bath Street, St. Helier, Jersey JE4 8PJ, Channel Islands.

The authorised share capital of the depositor and loan note issuing entity is £10,000, comprising 10,000 shares, each of £1 par value. The issued share capital of the depositor and loan note issuing entity is £10, comprising 10 shares, each of which is fully paid. RBS holds 100 per cent. of the issued share capital of the depositor and loan note issuing entity. By way of a resolution passed on 25 July 2000, the depositor and loan note issuing entity changed its fiscal year end from 30 September to 31 December, which is its current fiscal year end. It will publish audited accounts for each fiscal year within six months of its year end. It does not have any subsidiaries. Its telephone number is +44 (0)1534 285 280.

The depositor and loan note issuing entity was formed principally to:

• issue loan notes;

• enter into the financial arrangements to issue loan notes;

• purchase an initial investor certificate representing the aggregate investor interest in the receivables trust on 27 March 2000 and, thereafter, to increase its aggregate investor interest in the receivables trust by further investments in the receivables trust; and

• enter into documents and exercise its powers connected to the above.

The depositor and loan note issuing entity has not engaged in any activities since its incorporation other than the above.

Directors and Secretary

The following sets out the directors of the depositor and loan note issuing entity and their business addresses and principal activities. The depositor and loan note issuing entity is organised as a special purpose vehicle and is largely passive, engaging only in the types of transactions described in this base prospectus. The depositor and loan note issuing entity is managed and controlled by its directors in Jersey, however, it is expected that it will continue to only require a small amount of active management with respect to its day-to-day activities.

Name Nationality Business Address Principal Activities

Richard Le Breton British Royal Bank House,

71 Bath Street,

Mark Hansford British Royal Bank House,

71 Bath Street,

Helen Grant British 22 Grenville Street,

St. Helier, Jersey

The secretary of the depositor and loan note issuing entity is:

Name Business Address

The Royal Bank of Scotland International Limited Royal Bank House, 71 Bath Street, St. Helier, Jersey JE4 8PJ, Channel Islands

The directors of the depositor and loan note issuing entity do not have a specific term of office but each may be removed by a resolution passed at a shareholders' meeting. Richard Le Breton and Mark Hansford are employees of RBS International. Helen Grant is an employee of Mourant Services Limited.

RBS International is a subsidiary of RBS, the servicer and one of the originators. The depositor and loan note issuing entity is aware that, if a conflict arises between the interests of RBS and those of the depositor and loan note issuing entity, there will be a conflict of interest between the duties Richard Le Breton and Mark Hansford owe to the depositor and loan note issuing entity as directors and their private interests and/or other duties as employees of RBS International.

Furthermore, fees are payable by the depositor and loan note issuing entity to RBS International as administrator pursuant to the administration agreement (described below). The depositor and loan note issuing entity is aware that, if a conflict arises between the interests of RBS International and those of the depositor and loan note issuing entity, there will be a conflict of interest between the duties Richard Le Breton and Mark Hansford owe to the depositor and loan note issuing entity as directors and their private interests and/or other duties as employees of RBS International.

Helen Grant is also a director of the receivables trustee. The depositor and loan note issuing entity is aware that, if a conflict arises between the interests of the receivables trustee and those of the depositor and loan note issuing entity, there will be a conflict of interest between the duties Helen Grant owes to the depositor and loan note issuing entity as a director and her other duties as a director of the receivables trustee.

Administration Agreement

The depositor and loan note issuing entity does not and will not have any employees. In order to fulfil its obligations under the loan notes and the documents to which it is a party, the depositor and loan note issuing entity on 27 March 2000 entered into an administration agreement with RBS International, (the

"administration agreement" and the "administrator", respectively). Under the terms of the administration agreement, the administrator has agreed to provide company secretarial, company administration and management services to the depositor and loan note issuing entity, in return for a fee, which will be paid out of the depositor and loan note issuing entity costs amount.

Management's Discussion and Analysis of Financial Condition Sources of Capital and Revenue

The depositor and loan note issuing entity's source of capital will be the proceeds of the offering of each series loan note.

The depositor and loan note issuing entity's primary source of revenue will be payments in respect of the aggregate investor interest.

Capitalisation and Indebtedness

The capitalisation and indebtedness of the depositor and loan note issuing entity as at 31 December 2007, is as follows:

Share Capital

Total authorised share capital ... £10,000 Total issued share capital... £10 Loan Capital... £ 2,948,836,738

There are no other outstanding loans or subscriptions, allotments or options in respect of the depositor and loan note issuing entity. There are no guarantees or contingent liabilities in respect of the depositor and loan note issuing entity.

There is no goodwill in the balance sheet of the depositor and loan note issuing entity.

The capitalisation and indebtedness of the depositor and loan note issuing entity as set out above is correct as of 31 December 2007, however, the capitalisation and indebtedness of the depositor and loan note issuing entity will change as new series loan notes are issued from time to time. Each set of final terms will contain information regarding all loan notes issued by the loan note issuing entity then outstanding.

Litigation

The depositor and loan note issuing entity neither is nor has been involved in any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the depositor and loan note issuing entity is aware) during the 12 months before the date of this base prospectus which may have, or have had in the recent past, significant effects on the depositor and loan note issuing entity's financial position or profitability.

Financial Position

The depositor and loan note issuing entity's audited financial statements as at and for the year ended 31 December 2007 are set out in appendix A hereto and the depositor and loan note issuing entity's auditied financial statements as at and for the year ended 31 December 2006 are set out in appendix B hereto, together with the report of the depositor and loan note issuing entity's independent auditors thereon.

These financial statements have been prepared in accordance with IFRS. There has been no material adverse change in the depositor and loan note issuing entity's financial position or prospects since 31 December 2007 and, since such date, there has been no significant change in the financial or trading position of the depositor and loan note issuing entity.

Series loan note issuing entity expense loan drawings

The loan note issuing entity may enter into a term facility under a loan agreement (the "loan note issuing entity expenses loan agreement") with RBS as lender, any such facility being a "loan note issuing entity expense loan facility". On the date of issuance of each series of notes, the loan note issuing entity – as borrower – may (if specified in the relevant final terms) make a drawing under a loan note issuing entity expense loan facility under which RBS will lend to the loan note issuing entity in respect of such series an amount to be set out in the relevant final terms, to be used by the loan note issuing entity to (a) meet its costs and expenses relating to issuing the relevant loan note and/or (b) fund the relevant series spread ledger. Each such drawing under a loan note issuing entity expense loan facility is called a "series loan note issuing entity expense loan drawing". The amount outstanding under each series loan note issuing entity expense loan drawing will bear interest at the rate set out in the relevant final terms. The loan note issuing entity will pay amounts due under each series loan note issuing entity expense loan drawing out of funds that would otherwise be ultimately payable to RBS as transferor from excess spread (see "Available Spread"). The loan note issuing entity will pay interest to RBS on each payment date. If, on any payment date, the loan note issuing entity has insufficient funds left after making all payments of principal and interest on the relevant loan notes to pay amounts due under any series loan note issuing entity expense loan drawing, the obligation to pay the shortfall will be deferred until the next payment date.

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